Twitter Hostile takeover

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  • #72627
    Kevin
    Participant

    Here in the USA, Twitter was under tremendous scrutiny during the last presidential election cycle. Many individuals and groups on both sides of the aisle (Democrat and Republican) voiced strong opinions about the way in which Twitter senior leadership behaved during the election cycle. It has been argued that Twitter interfered with the election process because it chose to silence/ban certain groups or individuals including the sitting president at the time Donald Trump. The topic for discussion here is not so much the activities or behavior of twitter but rather the nature in which Elon Musk took over Twitter.

    Elon Musk successfully led a hostile takeover of Twitter by offering a stock price that was above market value and ultimately the board had to vote to take the price because it added value to its shareholders much like Kraft’s takeover of Cadbury. A couple of thoughts I have are as follows.

    Elon decided he had an axe to grind with regard to Twitter’s behavior so he took it over, Is this a “good enough” reason to take over a company or should there be more rigor around why/how a hostile takeover can proceed in public companies like Twitter.

    #73657
    Edel Tungehaug
    Participant

    Hi! This is an interesting question, but I’m not sure I understand you correctly – the board is inclined to vote in favor of adding value to shareholders, but this does not include other elements of the deal, like in this case the intention that the buyer has with the company (whether that being good or bad). I guess the challenge with setting guidelines around this would be exactly how you do that. Would you have any suggestions? Who would be the judge of that?

    #74078
    Alexandre Hugel
    Participant

    Twitter case is very interesting. Media and communication have always been a weapon in our civilizations. Question is, can 1 guy lead a mass media? If it’s the case the answer is yes. Many other media are/were owned by 1 guy, 1 family etc.

    When Twitter creators decided to go public they knew the rules. So you cannot only ask for all the benefits of being public, you have to take the risk also.

    If the question is about an ethical aspect of a media, then … once again it’s already the case. Most of the media are oriented. You won’t see the same news on CNN and FOX despite the fact that facts are exactly the same.

    So, no I don’t see any reason to put more guardrails for this takeover. At the end of the day, if people are not happy with the “product”, they will leave twitter and it will give a chance for another one to come.

    #74128
    Bill Balliette
    Participant

    I’d like to return to the original question regarding Musk’s motives:
    “Elon decided he had an axe to grind with regard to Twitter’s behavior so he took it over, Is this a “good enough” reason to take over a company or should there be more rigor around why/how a hostile takeover can proceed in public companies like Twitter.”

    From the perspective of the acquisition target (in this case, the “pre-Elon Musk” Twitter), it seems to me that the analysis should be focused on shareholder value. If the offer is of sufficient value, you accept it, regardless of the buyer’s motives. Indeed, I believe the buyer’s motives should be irrelevant. I think the “fiduciary duty” of managers effectively demands this.

    From the perspective of Musk and his acquisition group, the situation is less clear to me. If Musk used a public company to acquire, his “axe” (personal motive unrelated to shareholder value) is not a “good enough” reason to take over Twitter. As I understand it, Musk did not use a public company but instead led a small group of private investors. In such a case, it is up to them (the investor group) to decide what motives are or are not “good enough.” Elon should be accountable to his investors for the acquisition and its performance in meeting whatever goals the investor group set. If those goals involved some type of “public good” (e.g. greater free speech) rather than shareholder value, then that’s their rightful choice.

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