Twitter’s “poison pill” plan to prevent privatization by Elon Musk is the single clearest and loudest virtue signal in the history of planet earth. A virtue signal that represents a complete abandonment of fiduciary duty and responsibility to shareholders.
The board cannot justify this, not if the corporation’s interest is its business. But if IDEOLOGY is their real business, as we have all said and known for years, well then …
Jeff Carlson is a Chartered Financial Analyst, a popular Twitter user himself, and a writer on a variety of subjects. And he lays it OUT in this epic thread.
A question for @BlackRock & @Vanguard_Group
You've held positions in Twitter for years. Price & performance has deteriorated.
How do you explain to shareholders your resistance to @elonmusk offer?
How do you explain not taking simple steps to enhance performance long ago?
— Jeff Carlson (@themarketswork) April 15, 2022
Given the incredibly simple steps that are required:
1) Allowing the platform to run as an open forum for Free Speech
2) Encouraging subscriber growth rather than banning conservative ideologies
3) Removing wasteful overhead
Your refusal to do so raises very real questions.
— Jeff Carlson (@themarketswork) April 15, 2022
Are you using your shareholders' money to promote your own ideologies – at the direct expense of increased return to your shareholders?
Because, honestly, that's the only explanation I can come up with given the steps you've allowed to be taken in the management of Twitter.
— Jeff Carlson (@themarketswork) April 15, 2022
A follow-on question specific to @Vanguard_Group
If you believed value at Twitter to be so high, why didn't you increase your ownership of Twitter BEFORE @elonmusk offer?
Seems odd that you would acknowledge value in change when you refused to make that change yourself.
— Jeff Carlson (@themarketswork) April 15, 2022
Another question I have is for @Alwaleed_Talal and the @SECGov
Yesterday you said "Being one of the largest & long-term shareholders of Twitter, @Kingdom_KHC & I reject this offer."
Odd as you don't show as a holder.
Your claim moved Twitter stock materially. Do u still own?
— Jeff Carlson (@themarketswork) April 15, 2022
Adoption of a Poison Pill is only utilized when entrenched management has failed – and is trying to stave off their ouster.
Not surprising that Twitter has done so.
But how does Vanguard & Blackrock rationalize this to their fund's shareholders?https://t.co/08p2i6CZCA
— Jeff Carlson (@themarketswork) April 15, 2022
The only answer to what we're seeing is the answer that everyone knows.
This is not a "financial" transaction. It never was.
The valuation is not in assets, cash flow, growth or EBITDA. Twitter's valuation to their holders lies in the authoritarian control of Free Speech.
— Jeff Carlson (@themarketswork) April 15, 2022
“The valuation is not in assets, cash flow, growth or EBITDA. Twitter’s valuation to their holders lies in the authoritarian control of Free Speech.”
Amen. That is how you do a takedown thread.
And there’s more. Jack Dorsey tried to change the subject and carry on as if nothing was happening. And he did it by trying to claim moral high ground on the issue of TRUST.
Yeah, no.
You voted for the Poison Pill… https://t.co/Yff0DXsB4R
— Jeff Carlson (@themarketswork) April 15, 2022
It’s a beautiful thing. But it exists for a very ugly reason: woke destruction of all that is American. Because the only way to destroy everything else is to destroy speech first.
Still, it ain’t over til it’s over.
Twitter is hoping to frustrate Elon out of his offer by imposing roadblocks like a post-offer poison pill. This is a defense tactic.
3 likely outcomes:
1. Twitter ends up in a shareholder derivative suit for breach of fiduciary duty for not properly evaluating the entire (1)
— BowTiedRanger (@BowTiedRanger) April 15, 2022
fairness of Elon’s offer.
2. Twitter is “in play” meaning the board has to execute a sales process to find the highest bidder.
3. Elon launches a proxy battle & teams up with other major shareholders to takeover Twitter (more traditional hostile takeover approach). (2)
— BowTiedRanger (@BowTiedRanger) April 15, 2022
If you’re a Twitter board member, you’re going to have alot of sleepless nights coming up. (3)
— BowTiedRanger (@BowTiedRanger) April 15, 2022
The fight is ongoing.