back to article Twitter preps poison pill to preclude Elon Musk's purchase plan

Twitter on Friday said its board of directors had unanimously approved a plan to prevent a hostile takeover, something that became a distinct possibility after billionaire Elon Musk offered $43 billion to buy the social media network. The poison pill, or "Rights Plan," the biz said, "will reduce the likelihood that any entity …

        1. fxkeh

          > If you're in that position you're left with a choice between selling (at an undervalued prices), or holding out and hoping that not enough other shareholders sell to leave you holding the baby.

          I don't follow this logic - if you hold out and the hostile buyer *does* find enough other buyers to gain control and force the company private then all that means is you are forced to sell your shares to them at that point - you don't just lose your shares.

          1. Anonymous Coward
            Anonymous Coward

            > and force the company private then all that means is you are forced to sell your shares to them at that point - you don't just lose your shares.

            No, you don't just lose your shares.

            But, you also won't usually get the.... ahem.... generous price that was offered at the start.

            So your choice is between selling at an undervalued price, or holding out (and hoping that others do) with the potential of ending up having to sell at an even worse price.

      1. John Brown (no body) Silver badge

        "When someone with a big pulpit starts making overtures directly to shareholders, there's a reasonable chance that a significant number of them will go for it despite its being underpriced. When that happens, the 40% or whatever who wanted to hold out - are screwed. They have no recourse but to go along with it, whether they like it or not."

        You just described how Governments and Presidents are elected

        "When that "someone" has a reality distortion field of Musk's calibre, the risk is much higher."

        Trump (A card game reference :-)

        1. veti Silver badge

          Governments and presidents are not like shareholders. Shares are shared. A president is less Care Bears, more Highlander - "there can be only one". A hostile takeover is like a coup in a flawed democracy.

        2. Someone Else Silver badge

          You just described how Governments and Presidents are elected

          Governments are not Boards of Directors of publicly held Corporations.

          At least, they weren't until the tRump administration....

  1. Anonymous Coward
    Facepalm

    Content moderation

    "Content moderation is necessary for social media platforms to function."

    The crux of the matter is that Elon, like Zuck, doesn't think it's necessary. He might want to get rid of the bots but he doesn't want to get rid of the trolls (like himself). Flame wars draw eyeballs and that is Elon's goal. If the world ends up misinformed or polarized, that's the world's fault, not Elon's.

    He believes in Aleister Crowley's saying "Do what thou wilt shall be the whole of the Law,"

    1. Ben Tasker

      Re: Content moderation

      > If the world ends up misinformed or polarized, that's the world's fault, not Elon's.

      Worse, he'll claim that the best way to address fake/false statements is more speech telling the truth.

      Which is true, in principle, but tends to fail when you've got someone setting their millions of followers on anyone who points out that they're spreading bullshit and/or putting lives at risk for their own commercial gain.

      1. Anonymous Coward
        Anonymous Coward

        Re: Content moderation

        And paying a scumbag for lies to defame someone with, when you are called out for incompetent ideas

      2. Cliffwilliams44 Silver badge

        Re: Content moderation

        "Which is true, in principle, but tends to fail when you've got someone setting their millions of followers on anyone who points out that they're spreading bullshit and/or putting lives at risk for their own commercial gain."

        This sounds like everything the does! Selling the BS of Climate Change, Racism, Vaccines will stop the spread of covid, etc, etc.

        All BS lies!

    2. John Brown (no body) Silver badge

      Re: Content moderation

      It's not as if we've not already seen many examples of what happens on unmoderated "social media". The trolls, morons and extremists rapidly take over. The moderate majority simply don't want to deal with the shit and leave.

    3. bombastic bob Silver badge
      Megaphone

      Re: Content moderation

      SOME moderation, such as for harassing, pejorative, and libelous/slanderous posts, is needed. These should be "moderated" (or even deleted) with the possibility of banning repeat offenders. "Trolls" in other words, whose goal is simply to be a pain in the ass, need to be "gleaned" (more or less), sorta like a bouncer ejecting them from a bar.

      And of course, harassment lawsuit information (like who to serve with the paperwork) needs to be readily made available so that INDIVIDUALS who have been harassed or libeled can have a legal remedy, especially if being stalked. That would be CRIMINAL in some jurisdictions. (I am never against moderating against criminal activity)

      However, In My Bombastic Opinion, everything ELSE (whether accurate or not according to their standards, approval, or "liking") needs to be ALLOWED and NOT FILTERED nor FLAGGED nor in ANY other way HINDERED.

      This should be OBVIOUS. Otherwise, speech is not "free", nor can it be.

      (Why is "the extreme" always inflated to become the alleged intent of free speecdh advocates? because THE LEFT FEARS FREE SPEECH, that's why!)

      [it is a fair bet that THIS is what Elon wants, and I'm 100% supporting his efforts to TAKE OVER TWITTER]

      1. Glen 1

        Re: Content moderation

        Sooooo....

        Holocaust Denial?

        In quite a few countries that is criminal.

        In other countries criticism of the ruler is criminal.

        Advocating that 6 year olds can consent to sex? Not criminal...

        What is deemed to be criminal is merely a matter of your lords and masters deciding what is criminal.

      2. Anonymous Coward
        Anonymous Coward

        Re: Content moderation

        > because THE LEFT FEARS FREE SPEECH, that's why!

        Sorry but, Free speech isn't a left-right issue.

        There are people on either end of the spectrum who want to stop others saying things they disagree with. So rail against the left all you want, but you might want to pay mind to the people standing around you on the right.

        The problem with political tribalism is that it's incredibly simple minded. The spectrum isn't so much a straight line as a donut - the extremes on either "side" are often far more aligned than they'd ever willingly admit - they just tend to disagree on technicalities.

        Seeing someone go on about THE LEFT is normally a sign of someone who's failed to actually absorb much about politics and instead thinks they're routing for a football team.

      3. Someone Else Silver badge

        Re: Content moderation

        So tell me, Your Bombastic Heinous [sic], why can't I say "Fuck" in primetime on NBC, CBS, ABC, CBC, et al? Isn't that free speech? Why aren't you railing on about that, Mr. Free Speech Purist?

        Or more to the point, why can't I say ,"tRump is a motherfucking lying asshole (or arsehole)" on those same outlets?

  2. Joe Dietz

    This reminds me of when Yahoo rejected a takeover offer from Msft. Msft's offer was way more than they eventually fire sailed it off for. It almost seemed like Musk woke up one morning bought 9% of twitter on robinhood and _then_ discovered that despite all of the noise... twitter isn't really that central to that many people's lives. Take the money and run fools.

    1. Grunchy Silver badge

      There’s probably at least a couple Twitter alternatives by now, even ignoring Trump’s forgettable version (you just know Trump is operating that solely to harvest people’s passwords so he can one day soon execute “the mother of all frauds”).

      1. Anonymous Coward
        Anonymous Coward

        From Twitter to Mastodon

        Mastodon (a decentralised version of Twitter) has been enjoying an influx since all the Musk malarkey.

        Both Gab and Truth.social (Trumps own network) are copies of the Mastodon code (the latter in a bit of a shady fashion) but with interaction with other servers blocked to turn them into walled gardens.

    2. Danny 14

      i was thinking something similar, surely one of the larger shareholders is thinking to offload the pile onto musk, hell even buy back when it backfires on him and halves the value in a years time.

  3. PhilipN Silver badge

    Poison pill

    The most infuriating aspect of US takeovers. The first thing Directors and senior management do is rush to check their service contracts. Then they figure out the way to maximise their own returns. In a perfect world the Board would recuse themselves since in no way are they giving independent recommendations to shareholders.

    As an earlier poster said shareholders can say yes or no; or do nothing. There is a plethora of sources of information today; and advising shareholders has not been a closed shop for decades. Yet the second thing the Board does is ask the lawyers to drop in a poison pill, no more than a form of blackmail, a way to say **** you to the (temporarily) hostile party which benefits neither the company nor the shareholders.

    1. heyrick Silver badge

      Re: Poison pill

      No, I think the most infuriating thing about US takeovers is that somebody who is a bit of a dick, and seems to be acting in a way hostile to the current management, can amass enough shares to simply say "it's mine, bitches".

      1. FeepingCreature

        Re: Poison pill

        You're saying that the most infuriating thing about being a publically traded company is that your company is publically traded?

      2. Doctor Syntax Silver badge

        Re: Poison pill

        "somebody who is a bit of a dick"

        And in some cases a complete dick.

      3. Cliffwilliams44 Silver badge

        Re: Poison pill

        At least this on isn't completely due to greed!

        Look at the take over of Cabellas! Cabellas had no intention of selling their company, yet some hedge fund asshole who owned a considerable amount of both Cabellas and Bass ProShop forced a hostile buy out of Cabellas by Bass Proshop! Once the takeover was done the Cabellas HQ in a small Midwestern town (the primary employer in this town) was closes down costing hundreds of jobs!

    2. Anonymous Coward
      Anonymous Coward

      Re: Poison pill

      I'd like to remind everyone of Nominet's advice to members (shareholder equivalents), how they should vote over the years and how well that turned out.

  4. Anonymous Coward
    Anonymous Coward

    The only thing worse than a spoiled child is apparently spoiled billionaires...

  5. amanfromMars 1 Silver badge

    Let me guess ..... but please correct me if wrong

    You’re not a great fan of Elon Musk, Thomas [Claburn in San Francisco] ...... thinking him to be too much of a cowboy and/or rogue trader rather than genuine rough diamond geezer?

    Love him or loathe him though, he certainly loves to field and play the Joker and play with moribund and entrenched markets creating waves.

    Bravo, Elon. Encore with those breaths of fresh air into stagnant positions.

    1. Fruit and Nutcase Silver badge
      Joke

      Re: Let me guess ..... but please correct me if wrong

      Love him or loathe him though, he certainly loves to field and play the Joker

      Hmm - that statement could be applied to...

      @amanfrommars 1

  6. Grunchy Silver badge

    Yeah, well, Twitter is for twits. It’s just a convenient medium to show off how ignorant and loud-mouthed one might be (or for your audience to aspire to).

    1. Danny 14

      this is the part ive never understood. I used facebook and twitter with a disposable account for times I have no choice - ive needed ot to pull information on companies, speedier support (!) and contacting long lost friends for their proper contact information.

      What always amazed me was the amount of personal information people voluntarily put on there for the world to see, moat of it fairly "look at me and what ive done" or worst still their kids (who have had no say bit will now have their info put on the net for them).

  7. Anonymous Coward
    Anonymous Coward

    Social media is a cesspit

    That people can make money off it is admirable.

    But I still don’t want to swim there.

    1. Cliffwilliams44 Silver badge

      Re: Social media is a cesspit

      Twitter is actually losing money! So money is obviously not Musk's motivation here.

  8. Doctor Syntax Silver badge

    A plague on both their tiresome houses.

  9. Anonymous Coward
    Anonymous Coward

    Buys 9.2% of company without telling anyone and against SEC rule. Announces plan to buy said company sending stock soaring.

    Now whatever happens next is profit. I find it incredulous that money makes money for money's sake but here we are.

    1. bazza Silver badge

      Broken a rule, or broken a law?

      Either way, the lack disclosure about his acquisition is undeniable, and is going to get him into some sort of trouble. The only real question is, how much? Furthermore, there's now at least two federal authorities unhappy with his attitude (the FAA, SEC). At some point the authorities are going to have to teach him a lesson. I'd be intersted to know just how big a book the SEC can theoreticaly throw at him for this one. A fine? Jail? Disqualification?

      Another thing worth mulling is, where would the $43billion come from. He's not got that as cash. For Twitter shareholders, I can't see the attraction of a stock swap for Tesla shares. He'd still be in an influential position over their value, and they wouldn't be. And if they all decided to bail out of Tesla shares ASAP the current price would drop. That sounds like an unappealing lose-lose situation, so I don't see why they'd accept that sort of offer.

      1. Doctor Syntax Silver badge

        "Another thing worth mulling is, where would the $43billion come from."

        Debt. If he's got that value in assets he can use that as collateral against a loan. Once he's got the company he lumbers it with the loan. Even better is the possibility that he finds someone else to sell it to; after a few cycles the amount of debt sinks the company and Twitter has tweeted its last. Normally I'd think that's a bad thing (e.g. Maplin) but I'm prepared to make exceptions.

        1. Snowy Silver badge
          Facepalm

          Sadly rather than disappear I think what would happen is someone buys the name off the liquidator and relaunches the company. The losses and the employees someone else's problem.

        2. Jellied Eel Silver badge

          Yup.

          I'm a bit curious how that would work though. Musk's worth is based on his Tesla stock, and he's been borrowing against to fund his other ventures. So not sure how easy it'd be to transfer debt secured by Musk's Tesla stock to Twitter. Or how easy it'd be to raise $43bn to make a vanity purchase of a company with no real revenues.

          But economics has become strange. Valuations used to be 3-5x revenue, now they can be 1,000+. Tesla having a price correction is going to lead to the mother of all margin calls when it's share price falls. I'm suprised that hasn't happened already, and there's been growing competition, a list of factory recalls, commodity price pressure. And the big on, either an end to EV credit sales, or just a reduction as other automakers crank up their own EV production.

          There's also the risk of Musk's reality distortion field failing. The Cybertruck urban assault vehicle was announced years ago, deposits taken, but no trucks. And no semi either. Now, Frod's launched the EV version of one of America's best selling trucks, the F150, and GM is following. So Tesla's behind the market, and it'll be interesting to see how many truck buyers are willing to pay a premium for Tesla's... distinctive styling.

    2. Someone Else Silver badge

      I find it incredulous that money makes money for money's sake but here we are.

      But isn't that how Bitcoin works? Incredulous, indeed!

  10. cantankerous swineherd

    this is nothing more than a stock market ramp

  11. PriorKnowledge
    Thumb Up

    Elon is right about Twitter (and the web in general) but his current solution is wrong

    He needs to turn Twitter into a non-profit and reimplement the website as a WASM version of a P2P-driven microblogging service with support for filesharing using magnet links. At that point, anything/everything should be allowed indiscriminately with users being able to control what they're exposed to based upon who they choose to follow. The rule of "once posted, content cannot be removed" would become the norm online once again. No moderation team would be necessary, as Twitter would no longer host any content nor could it be accused of profiting from any copyright infringement. Users with real computers would install a properly transpiled (or perhaps even a reimplemented) native application, while those without one would simply use the web version.

    Non-profit funding for the service could be obtained through bounties for new extensions (e.g. forum/BB, wiki etc.) or by offering ancillary services on a subscription basis (like formal identity verification, key escrow and content caching/distribution). Plus, by allowing anything and everything, it would maintain the popularity of existing Twitter, while taking on folks who'd be right at home with The Pirate Bay. In a worst case scenario, Elon could do a Jimmy and put up big donation banners every other month, assuming he ever became too poor to fund it himself through tax write-offs. As Musk is a gigantic fan of open source, he could open up everything as GNU AGPL, preventing it from ever being banned outright, while also guaranteeing freedom for everyone forever more.

    1. Anonymous Coward
      Anonymous Coward

      Re: Elon is right about Twitter (and the web in general) but his current solution is wrong

      > He needs to turn Twitter into a non-profit and reimplement the website as a WASM version of a P2P-driven microblogging service with support for filesharing using magnet links. At that point, anything/everything should be allowed indiscriminately with users being able to control what they're exposed to based upon who they choose to follow

      Well done, you've just reinvented Freenet with less encryption.

      Now, what's Freenet most known for? Oh yeah, Child Sexual Abuse Material (CSAM). I wonder what you'd start finding on Twitter if it became truly censorship resilient? Remember that CSAM isn't a purely darknet problem - 8kun came into being because CSAM was banned from 4chan. Most CSAM lives on the web rather than the darknet too.

      > No moderation team would be necessary, as Twitter would no longer host any content nor could it be accused of profiting from any copyright infringement.

      Siri, show me someone who's never watched the US legal system at work.

      This claim is beyond naive - it's the same defence that The Pirate Bay, other torrent sites, and streaming site have used, and basically all of them lost their respective cases. And that's just for copyright. If CSAM starts being passed about, you can be damn sure someone is going to be held responsible.

      1. PriorKnowledge

        Re: Elon is right about Twitter (and the web in general) but his current solution is wrong

        > Well done, you've just reinvented Freenet with less encryption.

        and fewer hops, since anonymity isn't a priority, unlike I2P/freenet.

        > Now, what's Freenet most known for? Oh yeah, Child Sexual Abuse Material (CSAM). I wonder what you'd start finding on Twitter if it became truly censorship resilient?

        I wouldn't be following paedophiles and nor would you or any other normal user. As exposure to content would require you to follow them neither of us would encounter CSAM. This line of reasoning would be far stronger if we were talking Gnutella, where searches are decentralised and where you don't need to follow people to connect with them.

        > This claim is beyond naive - it's the same defence that The Pirate Bay, other torrent sites, and streaming site have used, and basically all of them lost their respective cases.

        You can perform "DMCA takedowns" by providing a blocklist with the official client, this is what LBRY does and that puts them in compliance with the law. It's up to end users whether they choose to accept the filtering though. All you need do is replace the response to 'https://api.lbry.io/file/list_blocked' and boom!

        Besides, if the product is open-source, anyone can make a fork at any time. Funny enough, when prosecutors discovered anyone could fork TPB (along with its database) they just gave up and took the loss. Only 3 people ended up in prison but everything was still functional as if nothing happened. They knew it was game over at that point and that no amount of prosecutorial aggression could put the genie back in the bottle. The same happened with LimeWire (now called WireShare) where the prosecution "took down" the service only to find a fork in the form of LimeWire Pirate Edition; at which point there were no further prosecutions.

        Were Musk to open-source Twitter and rearchitect it as a P2P service, the exact same thing would happen. As long as he followed the approach LBRY currently takes he'd be fine, however, let's assume he doesn't. The key difference is that Musk would likely encourage forks from the get-go, stripping the feds of any public benefit justification for trying to go after him in the first place. That, plus his big bank and huge ego, would be enough of a deterrent!

        1. Anonymous Coward
          Anonymous Coward

          Re: Elon is right about Twitter (and the web in general) but his current solution is wrong

          > I wouldn't be following paedophiles and nor would you or any other normal user.

          That, however, isn't likely to be nearly enough to stop the legal repercussions that censor-resistant-twitter would run into. If it becomes a widely used distribution mechanism, it's fucked.

          It also ignores that Twitter bubbles up content from people you don't follow (both algorithmically as well as in the form of retweets etc), but I assume you'd knock that on the head (and nothing of value would be lost)

          > You can perform "DMCA takedowns" by providing a blocklist with the official client, this is what LBRY does and that puts them in compliance with the law. It's up to end users whether they choose to accept the filtering though. All you need do is replace the response to 'https://api.lbry.io/file/list_blocked' and boom!

          I'm not sure it does put them in compliance with the law. I'm even less sure that a media company's legal department would feel that way if there was an org with deep pockets on the other end.

          As a general rule, the law doesn't concern itself too much with how you've implemented something - if your platform is being used to distribute something, the reasoning tends to be that you're responsible for making sure your platform provides the means to comply with the law.

          Saying "sorry, it's decentralised, I can't block it" isn't likely to be much of a defence.

          Even if it *is* a valid defence now (which I doubt), as soon as it's successfully used by a large org, you'll see lobbying start for "modernisation" of the law to address the new-fangled distribution approach.

          > Besides, if the product is open-source, anyone can make a fork at any time.

          Indeed, which is a big part of why it's a bad idea to build your product in the way you've described. You want your own defences against infringement to be robust - no being able to do much about 3rd party forks is defensible, but only if your initial implementation didn't start out with similar flaws

          > Funny enough, when prosecutors discovered anyone could fork TPB (along with its database) they just gave up and took the loss.

          You're talking about a criminal investigation here - the prosecutors aren't going to keep pissing public money up a rope for no good reason.

          What you'd be looking at with decentralised-twitter would be a civil suit, with the *AAs of the world bringing the claim. You're probably right in that they wouldn't pursue forks (or many of them), but you can be sure they'd be working to push Twitter into bankruptcy.

          > Were Musk to open-source Twitter and rearchitect it as a P2P service, the exact same thing would happen. As long as he followed the approach LBRY currently takes he'd be fine,

          I disagree. What LBRY have done is sufficient for an org of their size and profile - it's not likely to be nearly enough for one like Twitter. Even if Twitter ultimately won the ensuing legal action, there's a significant cost to defending and no guarantee of costs being awarded. They'd also very likely face action in multiple legal systems too (BREIN would almost certainly pursue them too, for example)

          > The key difference is that Musk would likely encourage forks from the get-go, stripping the feds of any public benefit justification for trying to go after him in the first place

          It would also strip Twitter of any real value, so he'd spend $9bn (or whatever) to buy Twitter and immediately devalue it. I'm not saying he definitely wouldn't, but that's not the kind of behaviour that keeps one rich, and remember that he's likely funding the acquisition via leveraged debt.

          > That, plus his big bank and huge ego, would be enough of a deterrent!

          His big bank isn't a deterrent to a civil suit, if anything it puts an even bigger target onto Twitter.

  12. Anonymous Coward
    Anonymous Coward

    How many

    How many Twats make a Twitter?

    1. Doctor Syntax Silver badge

      Re: How many

      This is a difficult question to answer. The number seems to keep going up with no indicaation that we've got to the final total.

    2. Danny 2

      Re: How many

      One twat to rule them all.

  13. Anonymous Coward
    Anonymous Coward

    Yeah Musk and others like him are mega wealthy, all the way up to the point when the world gets turned into a glass bowl by low IQ ‘world leaders’

    Nobody who survives is gonna give two shits about your wealth, and will kill you on-site, just because

    1. Magani
      Headmaster

      Which site?

      ...and will kill you on-site...

      So which particular site is that? Tesla, Space-X, The Boring Company, OpenAI or ???

  14. Golgafrinch

    The bit I don't get

    Where exactly does "Free Speech" come in?

    You write a letter to the editor of your newspaper of choice, and if it is within range of their agenda, chances are that they will publish it. If it's somehere in between deranged and psychotic, there are sufficient outlets to disseminate yourself (many of them Murdoch-owned, but not all of them). And if you are totally off the wall, you can always start your own website.

    In short, if Twitter decides that your contributions don't quite cut it, this can hardly be considered as a curtailment of Free Speech.

    Elon Musk is of course perfectly free to relaunch the Weekly World News - where, I believe, he'd feel perfectly @home.

    1. Anonymous Coward
      Anonymous Coward

      Re: The bit I don't get

      As someone else posted here a few days ago, why does he not just start his own blog?

      As long as he stays clear of too much manipulating stock prices, too much inciting hatred or inspiring acts of terrorism he can say whatever he want and doesn’t need to rely on third parties.

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