Twitter board approves ‘poison pill’ provision to ward off Elon Musk takeover

Twitter has just adopted a poison pill defense against a potential hostile takeover bid from Elon Musk, who recently made a $ 43 billion offer to buy 100% of the company's stock.

The plan, which was unanimously approved by Twitter's board of directors, is designed to make it far more difficult to purchase more than 15% of the company's stock according to the press release Twitter published announcing the move.

So-called poison pills provisions (also known as shareholder-rights plans) are legally designed to make it prohibitively expensive for any one shareholder to accumulate more than a set percentage of a company's stock.

“The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter,” the company said. “The Rights Plan will reduce the likelihood that any entity, person, or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders.”

The plan is triggered when any shareholder tries to acquire 15% or more of the company's outstanding stock shares without the approval of the company's board of directors. If such an attempt is made, then the current shareholders would have the option of buying additional shares at a discounted price and the entity triggering the plan would have to buy any additional shares beyond the 15% threshold at a premium.

Musk offered to pay $ 54.20 a share in his unsolicited takeover offer with the stated intention of taking the company private if his offer was accepted. Musk has been an outspoken critic of the way Twitter has been run, so a takeover by Musk would almost certainly make substantial changes to the popular social media platform. 


Opinion: Elon Musk buying Twitter would be an absolute disaster

Currently, the debate over “free speech” on Twitter is more or less locked into a stalemate, with every side claiming that they are being censored by the company. To be clear, Twitter is a private enterprise, not a government entity. The company is free to set its own policies that users must agree to in order to use the platform, so long as it complies with applicable laws.

There is no law saying you can't be banned from Twitter for what you post on the platform, and it is left to the company to decide what posts violate their terms of use. Whether that is how it should be is a different matter, but for now, that is how it is, and this is what is apparently upsetting Musk, who has criticized the company for censoring users.

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Considering the often toxic interactions users can experience on Twitter (and the internet more broadly), lifting all restrictions on what users can post wouldn't lead to a flourishing of positive, constructive debate. We've run this experiment already, we know the outcome. 

The internet isn't the liberating, free-speech frontier that early web pioneers like Musk believe that it should or could be if it were just unshackled from some Big Brother authority, whether government or corporate. It has proven itself to be a brutal, digital colosseum where the most socially vulnerable users are fed to the lions for the cynical thrill of a small subset of its users who, like parodies of The Joker, claim to want to watch the world burn but who are really only interested in burning their perceived enemies at the stake from the safety of internet anonymity.

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Like all social media companies, Twitter has a complicated track record in this regard, but it is also one of the most responsive to these challenges. Pretending that these challenges can be overcome by individual users through gumption or growing thicker skin is easy for someone like Musk, who generally basks in the sycophantic adoration of his fans. He's among the richest handful of people in the world, and nothing insolates you from the devastating emotional effects of online harassment like money.

Musk wants to be liberated from the restrictions Twitter places on its users, because of course he does. No one that rich ever wants someone to tell them what they can and cannot do, but those rules aren't in place to protect people like Musk. They're there to protect the rest of us, and especially women; ethnic, sexual, and religious minorities; and other vulnerable people who have already been irreparably harmed by the free-for-all of online social media mobs with the current restrictions in place.

Holding a town hall to discuss the important matters of the day can't happen if there is someone in the crowd shouting obscenities, racial slurs, and making threats against everyone around them. If Musk took over Twitter with the intention of preventing “censorship”, it would be the end of Twitter.

It's already walking a tightrope between being a contentious public forum and a hellsite. The only people Musk would liberate would be the trolls, and the mass exodus from the platform would be almost instantaneous, triggering a fatal cycle of us normies bailing for other platforms, which simply makes the voices of the trolls that much louder, forcing even more people off the platform. Then there's the Twitter employees themselves, who would likely leave in droves, driving the quality of the site into a tailspin, further eroding its user base. 

If Musk's goal is to destroy Twitter, I can't think of a better way for him to do it.

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Twitter board approves ‘poison pill’ provision to ward off Elon Musk takeover

Twitter has just adopted a poison pill defense against a potential hostile takeover bid from Elon Musk, who recently made a $ 43 billion offer to buy 100% of the company's stock.

The plan, which was unanimously approved by Twitter's board of directors, is designed to make it far more difficult to purchase more than 15% of the company's stock according to the press release Twitter published announcing the move.

So-called poison pills provisions (also known as shareholder-rights plans) are legally designed to make it prohibitively expensive for any one shareholder to accumulate more than a set percentage of a company's stock.

“The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter,” the company said. “The Rights Plan will reduce the likelihood that any entity, person, or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders.”

The plan is triggered when any shareholder tries to acquire 15% or more of the company's outstanding stock shares without the approval of the company's board of directors. If such an attempt is made, then the current shareholders would have the option of buying additional shares at a discounted price and the entity triggering the plan would have to buy any additional shares beyond the 15% threshold at a premium.

Musk offered to pay $ 54.20 a share in his unsolicited takeover offer with the stated intention of taking the company private if his offer was accepted. Musk has been an outspoken critic of the way Twitter has been run, so a takeover by Musk would almost certainly make substantial changes to the popular social media platform. 


Opinion: Elon Musk buying Twitter would be an absolute disaster

Currently, the debate over “free speech” on Twitter is more or less locked into a stalemate, with every side claiming that they are being censored by the company. To be clear, Twitter is a private enterprise, not a government entity. The company is free to set its own policies that users must agree to in order to use the platform, so long as it complies with applicable laws.

There is no law saying you can't be banned from Twitter for what you post on the platform, and it is left to the company to decide what posts violate their terms of use. Whether that is how it should be is a different matter, but for now, that is how it is, and this is what is apparently upsetting Musk, who has criticized the company for censoring users.

See more

Considering the often toxic interactions users can experience on Twitter (and the internet more broadly), lifting all restrictions on what users can post wouldn't lead to a flourishing of positive, constructive debate. We've run this experiment already, we know the outcome. 

The internet isn't the liberating, free-speech frontier that early web pioneers like Musk believe that it should or could be if it were just unshackled from some Big Brother authority, whether government or corporate. It has proven itself to be a brutal, digital colosseum where the most socially vulnerable users are fed to the lions for the cynical thrill of a small subset of its users who, like parodies of The Joker, claim to want to watch the world burn but who are really only interested in burning their perceived enemies at the stake from the safety of internet anonymity.

See more

Like all social media companies, Twitter has a complicated track record in this regard, but it is also one of the most responsive to these challenges. Pretending that these challenges can be overcome by individual users through gumption or growing thicker skin is easy for someone like Musk, who generally basks in the sycophantic adoration of his fans. He's among the richest handful of people in the world, and nothing insolates you from the devastating emotional effects of online harassment like money.

Musk wants to be liberated from the restrictions Twitter places on its users, because of course he does. No one that rich ever wants someone to tell them what they can and cannot do, but those rules aren't in place to protect people like Musk. They're there to protect the rest of us, and especially women; ethnic, sexual, and religious minorities; and other vulnerable people who have already been irreparably harmed by the free-for-all of online social media mobs with the current restrictions in place.

Holding a town hall to discuss the important matters of the day can't happen if there is someone in the crowd shouting obscenities, racial slurs, and making threats against everyone around them. If Musk took over Twitter with the intention of preventing “censorship”, it would be the end of Twitter.

It's already walking a tightrope between being a contentious public forum and a hellsite. The only people Musk would liberate would be the trolls, and the mass exodus from the platform would be almost instantaneous, triggering a fatal cycle of us normies bailing for other platforms, which simply makes the voices of the trolls that much louder, forcing even more people off the platform. Then there's the Twitter employees themselves, who would likely leave in droves, driving the quality of the site into a tailspin, further eroding its user base. 

If Musk's goal is to destroy Twitter, I can't think of a better way for him to do it.

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Elon Musk owning Twitter is a terrible idea – and he probably knows it

Why does Elon Musk want to buy Twitter?

It's the question everyone is asking Thursday morning after the billionaire entrepreneur, Tesla CEO, and serial pot-stirrer made a $ 43 billion take it or leave it offer to the Twitter board.

“If it is not accepted, I would need to reconsider my position as a shareholder,” Musk said, according to the Wall Street Journal. That's tantamount to, Let me play as captain or I take my ball and go home.

In typical cheeky fashion, Musk tweeted about the potential deal with echos of The Godfather: “I made an offer”

But why is he doing this?

To understand, we need to rewind a bit. A few weeks ago, Musk started complaining about Twitter as not being a bastion of free speech and ran a poll.

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Musk was airing a common frustration among some Twitter users who complain they're shadow-banned for speaking their minds on the platform. While 70% of his respondents said, “No,” I saw the poll as a flawed exercise in self-selection. Musk's 84 million Twitter followers are often devotees to his particular brand of libertarian maverickism.

Twitter, which is not a government body but in fact a private company, has no compunction to follow the rules of free or balanced speech. Instead, as a private company, it has to protect its users from harm to both themselves and others. It has, as a private company, the right to remove people and their posts as they see fit (if they go outside the platform's published terms of use).

This is somewhat beside the point because I think Musk knows this but just lives to stir the pot and get people thinking – or maybe thinking like him.

He later pressed the point and insisted that Twitter's role as a public town square meant it had to adhere to free speech principles, lest it undermines democracy. 

Again, Twitter is not just a US platform. It operates around the world, even in places that do not support democracy. Musk knows this, but he has pressed on.

Eventually, Musk bought 9.4% of Twitter's shares, joined the board, and then unjoined it before he could, but basically won the right to have outsized influence and hinted he might go further.

Now we know his true intentions. Musk seeks to own and control Twitter outright.

But for what purpose?

What's next?

If Twitter's board accepts this Faustian bargain, it will see a significant portion of Twitter's workforce leave. Musk must know this, as well. Does he hope to replace a depleted knowledge workforce with like-minded Muskians?

Let's say he gets his way and takes ownership. How quickly will Musk acknowledge that Twitter is not in fact just a US-based town square and that using the Constitution as a template for a TOS cannot work for a private, globalized company?

Elon Musk runs Telsa around the world. He sells electric cars to people around the world. A huge chunk of his Twitter followers probably live outside the United States and may dream of living in a democracy where private companies are not beholden to state interests as they are in China.

What is Musk's game here?

I know what he's said in public, but Elon Musk is no dummy and he must know how this plays out. It does not end well for Twitter, but perhaps that's the point. This is just another feint in the game where Musk treats his billions like Monopoly money, sliding orange $ 500 notes from out under the board, throwing them on the table, and demanding Park Place when he really wants Boardwalk. Or maybe he does want them both… then what?

By the time you read this, Twitter may have already rejected Musks' offer, and Musk, as he is wont to do, may have sold off his shares and walked away.

Will he also walk away from Twitter? Probably, but expect him back in six months.

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Why am I so afraid of Elon Musk and editable tweets?

Twitter will, in the not too distant future, let you edit Tweets. That news, which arrived a few days ago, was momentous enough, but felt more like the shocking aftertaste you get from hard candy with a sour middle – that's because we were still digesting the one-two-punch news of Elon Musk buying 10% interest in the company and quickly joining Twitter's board.

This was a lot to take in. 

Understand that I've been using the social network for 15 years. It's only been around for 16 years. Through all the changes, including the launch of a mobile app, the introduction of images, retweets, mentions and threads, doubling the lengths of tweets and the launch of a subscription service, there has never been a week like this.

Twitter has been a sort of de facto record of the early 21st century, with billions of posts, capturing tiny events and big moments, traveling around the world faster than a SpaceX rocket can escape the Earth's gravity.

The only way to change that record has been to delete it; or rather, delete tweets. If you think of Twitter as a personal publishing system (we used to call it a micro-blogging platform), this makes sense. Websites have always given us the ability to add, edit, and remove content. Media sites regularly delete vast quantities of material, mostly to fix search engine optimization issues.

On Twitter, though, most of us never delete our tweets. I do it when there's an embarrassing, egregious error – a wrong or broken link, or a massive typo. Even then, there are times when I lose control of the tweet – it goes a little viral – and removing it might upset hundreds or thousands of people who liked or shared it.

So I leave it, and dream, once again, of the edit button.

Elon Musk

(Image credit: Getty Images / Jim Watson)

I should be happy for Twitter and myself.

It just got a huge cash infusion and vote of confidence from a new part-owner (and from the stock market, which liked the news), and I have confirmation that, after years of pleading, I will in the not-too-distant future, be able to edit my Tweets.

So why am I so anxious?

First, there's the Elon Musk factor.

I've been an avid Musk watcher for years. I first interviewed him in 2012 and eventually created a short-lived, daily Musk-watching podcast called 33 Million Miles to Mars. I understand the guy, and think nothing better captured his genius and surprisingly emotional personality than this 2017 Rolling Stone profile.

It's also pretty easy to see Musk's personality on Twitter, a platform he loves and hates in equal measure. He's been on it for years, and often uses it as his visible ID (and ego), letting loose with silliness, abrasiveness, pique, and insight. I've had, on Twitter a few really interesting conversations with him about Tesla's technology.

Musk cares about Twitter, but he also seems inclined to burn it to the ground; it's clear that he has no intention of being a silent partner. Former CEO and Twitter co-founder Jack Dorsey admitted as much when he called the current Twitter CEO Parag Agrawal and Musk “a team.”

Viewed as an agent of change, Musk's arrival on the Twitter board could be welcomed with excitement. What will he inspire? What will he demand? What might he carelessly share about Twitter's future plans on Twitter?

Adding Musk to the board is not like bringing on anyone else. He is one of the most recognizable people in the world and a polarizing figure. For every fan of his triumphs in the EV and space sector, there are people who believe him a dangerous, self-aggrandizing showboat. My take is that Musk is a true genius (he taught himself rocket science) with an underdeveloped emotional core.

Shortly after announcing his stock buy, and true to form, Musk took to Twitter and ran a poll on whether Twitter should introduce editable Tweets. More than four million people voted, with 73% saying yes (or “yse” as his tweet comically put it).

See more

Knowing Musk as I do, I was still processing his big move when Twitter shocked me, and its 300 million-plus other devoted Twitter users, with news that it's currently working on editable tweets. The company insisted that it had been working on the feature for months prior to Musk joining the board.

Sure. Okay.

Instead of being thrilled, though, I felt a new wave of anxiety. Saying “editable tweets” is one thing – implementing the feature in a way that doesn't destabilize Twitter to the point of uselessness is another.

I immediately wondered if I'd be using it to go back and fix silly errors, or a structural problem on my single most viral tweet. I'm not jumping to do it, because the more I think about editing tweets, the more I realize it's not about rewriting history (I pray it's not); it's about fixing of-the-moment errors. Silly things like typos, and bigger things like where you angry-tweet one minute, and realize five minutes later that you can tone it down and not incite a Twitter riot.

My concern meter dialed back a bit after Jay Sullivan, Twitter's Head of Consumer Product, offered a few more details about how Twitter might approach the biggest change to its platform in a decade.

He noted that Twitter knows people want to fix “(sometimes embarrassing) mistakes, typos and hot takes in the moment,” but more crucially added, “Without things like time limits, controls, and transparency about what has been edited, Edit could be misused to alter the record of the public conversation. Protecting the integrity of that public conversation is our top priority when we approach this work.”

Personally, I hope this means that I won't be able to go back five years and tweak my viral tweet, that we'll have change histories, and that historically significant Tweets can't be altered at any time. That last point is a bigger ask, I know, and may relate to who is tweeting. Public figures might be stuck with policy tweets, and only be able to access the editable tweet feature in the first 10 minutes after posting. Unverified and non-public figures might be given more time.

This would be reasonable, but even as I write this, I feel Musk's stare. He has thoughts on this, I'm sure, and could push for more extensive and free-wheeling editable tweet settings, especially some that could help him go back and change everything and anything in his Twitter timeline.

Still, Musk is also a savvy businessman, and could not have built and maintained multiple businesses, especially the successful Tesla and SpaceX, without having exercised some restraint. I have to believe that Musk will show restraint here; otherwise… well, I'll just leave a Musk recent tweet right here.

See more

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Why am I so afraid of Elon Musk and editable tweets?

Twitter will, in the not too distant future, let you edit Tweets. That news, which arrived a few days ago, was momentous enough, but felt more like the shocking aftertaste you get from hard candy with a sour middle – that's because we were still digesting the one-two-punch news of Elon Musk buying 10% interest in the company and quickly joining Twitter's board.

This was a lot to take in. 

Understand that I've been using the social network for 15 years. It's only been around for 16 years. Through all the changes, including the launch of a mobile app, the introduction of images, retweets, mentions and threads, doubling the lengths of tweets and the launch of a subscription service, there has never been a week like this.

Twitter has been a sort of de facto record of the early 21st century, with billions of posts, capturing tiny events and big moments, traveling around the world faster than a SpaceX rocket can escape the Earth's gravity.

The only way to change that record has been to delete it; or rather, delete tweets. If you think of Twitter as a personal publishing system (we used to call it a micro-blogging platform), this makes sense. Websites have always given us the ability to add, edit, and remove content. Media sites regularly delete vast quantities of material, mostly to fix search engine optimization issues.

On Twitter, though, most of us never delete our tweets. I do it when there's an embarrassing, egregious error – a wrong or broken link, or a massive typo. Even then, there are times when I lose control of the tweet – it goes a little viral – and removing it might upset hundreds or thousands of people who liked or shared it.

So I leave it, and dream, once again, of the edit button.

Elon Musk

(Image credit: Getty Images / Jim Watson)

I should be happy for Twitter and myself.

It just got a huge cash infusion and vote of confidence from a new part-owner (and from the stock market, which liked the news), and I have confirmation that, after years of pleading, I will in the not-too-distant future, be able to edit my Tweets.

So why am I so anxious?

First, there's the Elon Musk factor.

I've been an avid Musk watcher for years. I first interviewed him in 2012 and eventually created a short-lived, daily Musk-watching podcast called 33 Million Miles to Mars. I understand the guy, and think nothing better captured his genius and surprisingly emotional personality than this 2017 Rolling Stone profile.

It's also pretty easy to see Musk's personality on Twitter, a platform he loves and hates in equal measure. He's been on it for years, and often uses it as his visible ID (and ego), letting loose with silliness, abrasiveness, pique, and insight. I've had, on Twitter a few really interesting conversations with him about Tesla's technology.

Musk cares about Twitter, but he also seems inclined to burn it to the ground; it's clear that he has no intention of being a silent partner. Former CEO and Twitter co-founder Jack Dorsey admitted as much when he called the current Twitter CEO Parag Agrawal and Musk “a team.”

Viewed as an agent of change, Musk's arrival on the Twitter board could be welcomed with excitement. What will he inspire? What will he demand? What might he carelessly share about Twitter's future plans on Twitter?

Adding Musk to the board is not like bringing on anyone else. He is one of the most recognizable people in the world and a polarizing figure. For every fan of his triumphs in the EV and space sector, there are people who believe him a dangerous, self-aggrandizing showboat. My take is that Musk is a true genius (he taught himself rocket science) with an underdeveloped emotional core.

Shortly after announcing his stock buy, and true to form, Musk took to Twitter and ran a poll on whether Twitter should introduce editable Tweets. More than four million people voted, with 73% saying yes (or “yse” as his tweet comically put it).

See more

Knowing Musk as I do, I was still processing his big move when Twitter shocked me, and its 300 million-plus other devoted Twitter users, with news that it's currently working on editable tweets. The company insisted that it had been working on the feature for months prior to Musk joining the board.

Sure. Okay.

Instead of being thrilled, though, I felt a new wave of anxiety. Saying “editable tweets” is one thing – implementing the feature in a way that doesn't destabilize Twitter to the point of uselessness is another.

I immediately wondered if I'd be using it to go back and fix silly errors, or a structural problem on my single most viral tweet. I'm not jumping to do it, because the more I think about editing tweets, the more I realize it's not about rewriting history (I pray it's not); it's about fixing of-the-moment errors. Silly things like typos, and bigger things like where you angry-tweet one minute, and realize five minutes later that you can tone it down and not incite a Twitter riot.

My concern meter dialed back a bit after Jay Sullivan, Twitter's Head of Consumer Product, offered a few more details about how Twitter might approach the biggest change to its platform in a decade.

He noted that Twitter knows people want to fix “(sometimes embarrassing) mistakes, typos and hot takes in the moment,” but more crucially added, “Without things like time limits, controls, and transparency about what has been edited, Edit could be misused to alter the record of the public conversation. Protecting the integrity of that public conversation is our top priority when we approach this work.”

Personally, I hope this means that I won't be able to go back five years and tweak my viral tweet, that we'll have change histories, and that historically significant Tweets can't be altered at any time. That last point is a bigger ask, I know, and may relate to who is tweeting. Public figures might be stuck with policy tweets, and only be able to access the editable tweet feature in the first 10 minutes after posting. Unverified and non-public figures might be given more time.

This would be reasonable, but even as I write this, I feel Musk's stare. He has thoughts on this, I'm sure, and could push for more extensive and free-wheeling editable tweet settings, especially some that could help him go back and change everything and anything in his Twitter timeline.

Still, Musk is also a savvy businessman, and could not have built and maintained multiple businesses, especially the successful Tesla and SpaceX, without having exercised some restraint. I have to believe that Musk will show restraint here; otherwise… well, I'll just leave a Musk recent tweet right here.

See more

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Elon Musk now owns almost 10 percent of Twitter

Tesla CEO and tech business mogul Elon Musk now owns 9.2 percent of Twitter shares, according to a recent schedule 13G filing released by the SEC.

Bloomberg states this purchase was worth around $ 2.89 billion and Twitter’s value in the stock market went up 27 percent on Monday, April 4. Naturally, this begs the question why did Musk make this seemingly random purchase, and what does it do for the platform and its users at large?

Musk has yet to publicly state his reasoning for the purchase but looking at his recent Tweets and his history on Twitter may point to his intentions. After all, Elon Musk is one of the most followed accounts on the platform and has even gotten into trouble because of his behavior there.

Was it pl;anned?

A little over a week ago, Musk posted a poll on his account where he asked followers and users if Twitter adheres to the concept of free speech with over 70 percent of respondents saying ‘No.’ This poll doesn’t appear to have influenced his decision as he already made the filing for purchasing on March 14.

The day after that poll, the SpaceX founder stated that since Twitter is the “de factor public town square,’ its supposed failure to advocate free speech “undermines democracy.” He even pondered the need for another Twitter-like platform, which has been attempted in the past, but few can match up against the likes of this social media behemoth.

Musk is no stranger to criticizing the site, like the time he blasted Twitter for spending time and energy on enabling NFT profile pictures. He also posted a meme that depicted Twitter CEO Parag Agrawal as Joseph Stalin getting rid of a dissident in the form of former CEO Jack Dorsey.

Vocal criticism aside, that still leaves the question of what will happen to users unanswered.

A small piece

It’s not like Musk has total control over Twitter, but it’s difficult to believe that someone would buy almost 10 percent of the one largest social media platforms in the world and do nothing with it. So far, neither Elon Musk or Twitter have alluded to or pointed out any changes coming to the site.

In recent years, Twitter has been criticized for its content and how it polices itself. Some have said that Twitter doesn’t do enough to combat misinformation while others complain about censorship.

We’ve reached out to Elon Musk and Twitter for a comment and will update this post with their responses.

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