[HN Gopher] Twitter board adopts poison pill after Musk's $43B b...
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Twitter board adopts poison pill after Musk's $43B bid to buy
company
Author : grogu88
Score : 641 points
Date : 2022-04-15 17:59 UTC (1 days ago)
(HTM) web link (www.cnbc.com)
(TXT) w3m dump (www.cnbc.com)
| isitmadeofglass wrote:
| My prediction is that Elon will have sold a majority of his stake
| in Twitter soon, netting him a huge gain before the dust settles.
| And he'll likely get a small symbolic fine again for his blatant
| market manipulation.
| nonethewiser wrote:
| You mean the move he broadcasted last week? There is no
| manipulation.
| micromacrofoot wrote:
| yeah his favorite pastime seems to be pump and dump, not sure
| why people continually believe whatever bs he sells when he
| does stuff like this... Elon Musk does not give a flying fart
| about free speech
| mlindner wrote:
| Musk has never done a pump and dump, so I'm not sure where
| you get the idea of it being a "favorite pasttime".
| kderbyma wrote:
| he prompts his massive following to jump...he is Pavlovian
| in a way with his cult
| mlindner wrote:
| I'm not sure what you're saying. Pump and dump requires
| you actually do the "dump" part.
| mlindner wrote:
| Yes this unfortunate lie will be crowed from the rooftops that
| Musk is just manipulating the market when he in fact has zero
| history of actually caring about making money on the stock
| market.
| lucb1e wrote:
| To explain the title:
|
| > a limited duration shareholder rights plan, often called a
| "poison pill,"
|
| > Under the new structure, if any person or group acquires
| beneficial ownership of at least 15% of Twitter's outstanding
| common stock without the board's approval, other shareholders
| will be allowed to purchase additional shares at a discount
| [until] April 14, 2023.
| nickysielicki wrote:
| I don't understand how any board can implement a "poison pill",
| not just Twitter but Netflix and others, and not be found working
| against the interest of shareholders. Can anyone help me
| understand?
|
| You're categorically changing the profile of the stock. This has
| a chilling effect on large investors, including but not limited
| just to Musk, right?
|
| Vanguard, for example, has just had its range of further
| investment limited arbitrarily. Isn't that bad for all
| stockholders, to know that large stakeholders will not drive the
| price up if they somehow gain substantial belief in the company?
|
| The risk portfolio of Vanguard just went up considerably because
| in the case that they fully lose faith in the board, they no
| longer have the option of installing a friendly board, they must
| simply liquidate their holdings. This, in turn, makes them more
| skeptical of further smaller (non-takeover) investment because
| it's more to liquidate and more risk.
|
| Who does this benefit _besides_ the board? I guess I understand
| that the board is not beholden to the interests of all
| shareholders equally, and I'm not suggesting that this doesn't
| benefit _some_ shareholders, but where does the line start?
| recuter wrote:
| I don't understand how any board can implement a "poison pill",
| not just Twitter but Netflix and others, and not be found
| working against the interest of shareholders. Can anyone help
| me understand?
|
| You're categorically changing the profile of the stock. This
| has a chilling effect on large investors, including but not
| limited just to Musk, right?
|
| Correct. Hence the term poison pill. Now nobody else will be
| interested in buying them either and Elon selling out will tank
| the stock. As a reminder their stock steadily dropped all the
| way to $14 after the initial IPO pop and they've been losing
| money since before Covid.
|
| Woke means broke I guess. I think his plan B will be to start a
| competitor. I'm very tempted to heavily short as soon as he
| walks away definitively.
|
| As to your question of, won't the other shareholders get mad at
| the board and potentially sue them - I think the board is
| drinking their own koolaid.
| version_five wrote:
| > I think his plan B will be to start a competitor
|
| I hope it isnt: I think that starting a top down, meaning
| "look I built this, everyone move over from twitter",
| competitor has a very low probability of success, regardless
| of who starts it. There is too much of an attack surface,
| there will be too much drama on real Twitter about it, early
| adopters will be gun nuts or some other out group and that
| will be how they get characterized, etc etc.
|
| The real chance at a competitor would be something that grew
| organically, that people wanted to move to because it offered
| something valuable before it reaches scale. This is how
| actual businesses start. The top down approach is how massive
| flops happen.
|
| Incidentally, the same holds true for the Facebook metaverse
| and imo suggests it will certainly fail
| ratboy666 wrote:
| Remember that this IS Musk; not very predictable. But I'm
| going to try... Since Musk has stated that this was NOT to
| make money, I imagine that triggering the poison pill, and
| THEN dumping the shares would tank the stock. Musk did say
| "final offer, and if rejected, re-evaluate". The poison
| pill trigger? Not something talked about.
|
| I hold some shares of TWTR, and would continue. For the
| lulz.
| recuter wrote:
| You're probably right. On the other hand he is one of their
| biggest users and has a lot of celebrity friends.
|
| There's too much drama on real twitter about it anyway.
| They might be stupid enough to ban him too soon, and if
| they keep on doing that nobody will want to use it. A lot
| of the top users haven't tweeted in over a year.
| quest88 wrote:
| He can buy one of those other competitors used by right-wing
| folks. Hell, if "free speech" is so important to him and to
| everyone else he wants to rescue he can just tweet to use
| those other platforms. It's certainly cheaper.
| recuter wrote:
| Twitter is "losing hundreds of millions of dollars every
| year" (I don't know if that's how we're using air quotes
| now, just following your lead), it is already circling the
| drain. No need to buy anything, it would be _trivial_ for
| him to setup a clone and fund it indefinitely while it
| tears itself apart.
| threeseed wrote:
| Revenue grew 37% since last year.
|
| And they were profitable when you exclude their once off
| litigation expense.
|
| Not sure about your definition of circling the drain but
| Twitter definitely isn't.
| Hamuko wrote:
| Spoiler alert: other platforms are not in any way more
| "free speech". Gab for example bans porn, which is both
| free speech protected by the First Amendment, and allowed
| on Twitter. TRUTH Social seems to forbid a lot of things,
| such as depictions of violence, lewd content,
| libelous/slanderous content and lying (true to their name,
| I guess?).
| PKop wrote:
| Twitter is where the network effect and users are, so no it
| makes more sense to take over Twitter and shape it to your
| own views if you are a billionaire who wants to make an
| impact on public discourse and free speech.
| Cookingboy wrote:
| >Woke means broke I guess.
|
| That sentence alone means you weren't even discussing this in
| good faith.
|
| It's very well possible that the Twitter board believes that
| they can achieve higher value for the shareholders than what
| Elon offered. It's also very well possible that after talking
| to Elon through private conversations that you were not part
| of, they fundamentally disagree with his value and the
| direction he wants to take the company.
|
| >I think his plan B will be to start a competitor.
|
| Hey, maybe he would buy Parler, that would sure get him all
| the attention he desperately craves for. /s but maybe not.
| JKCalhoun wrote:
| Fascism means cashism!
|
| (Sorry, unable to resist.)
| [deleted]
| 015a wrote:
| All of this is possible, but the reality is: Twitter is a
| 16 year old company that has changed imperceptibly since
| its inception. Elon has several polls over the past month,
| voted on by literally over 3M people, vehemently
| disagreeing with some of the policies Twitter holds dear.
| Their revenue is flat and down. They literally had a
| chokehold on global politics during the Trump era, and did
| nothing with it toward building a better business, or even
| a better social network.
|
| Their board can believe all they want. But they're failing,
| miserably. Elon isn't perfect, but at least he doesn't have
| a demonstrated history of driving his companies' value into
| the basement, like Twitter's leadership does. This move by
| their board serves no-one but them; it doesn't serve
| Twitter's users, it doesn't serve their customers
| (advertisers), it doesn't even serve the vast majority of
| shareholders (which will be evidenced by an unprecedented
| sell-off on Monday).
|
| Goldman advised them to block the purchase, because
| $52/share was too high, while simultaneously holding a $30
| sell benchmark on TWTR. Its not even ironic that this is
| where Twitter's stock is going; its what they predicted,
| and then caused. The idiots in the room are the Twitter
| board, who actually believed the advice was given in good
| faith.
| threeseed wrote:
| > Elon isn't perfect, but at least he doesn't have a
| demonstrated history of driving his companies' value into
| the basement
|
| How are SolarCity and Boring doing these days ?
| johannes1234321 wrote:
| > Elon has several polls over the past month, voted on by
| literally over 3M people,
|
| Oh sh*t i don't follow him and didn't care about those
| votes ... should I write a bot to make my voice heard? Is
| that how it goes? (Or in other words: such a vote has no
| statistical significance aside from pleasing Musk's ego
| or whatever is driving him and his need for attention)
| cinntaile wrote:
| > Their revenue is flat and down.
|
| This makes me wary of your post. You could have easily
| fact checked this and you would have seen that this is
| incorrect. It's up 37% compared to the year before that.
| [0] I checked the last 3 years and the growth has been
| positive during all 3 years. [1]
|
| [0] https://www.prnewswire.com/news-releases/twitter-
| announces-f... [1] https://www.macrotrends.net/stocks/cha
| rts/TWTR/twitter/reven...
| swayvil wrote:
| I for one prefer that my communication-medium not have
| "values". For obvious reasons.
| Cookingboy wrote:
| Not having value is a value in itself. It takes a crazy
| amount of _effort_ to be completely neutral.
|
| >that my communication-medium
|
| Twitter is first and foremost a publishing platform, you
| should not rely on it as a private communication medium.
| None of the chat apps I know censor stuff, so use them
| instead.
|
| Use Twitter for public communication if you want, but
| since it's in the public domain you can't complain too
| much if there is content moderation.
| swayvil wrote:
| I dunno man. My email software seems to accomplish that
| feat quite easily.
|
| Sure I can complain. When it's the defacto public forum
| any administrative conversation-tweaking is pure poison
| to our society.
|
| And also, yes, there is an implicit promise that the
| conversation between you and me is not getting fucked
| with by an invisible rat in the middle. So when I smell
| one of those rats, heck yes I'll complain. That's
| objectively ratty.
| stale2002 wrote:
| > Not having value is a value in itself. It takes a crazy
| amount of effort to be completely neutral.
|
| The phone company does a pretty good job of it, and we
| have regulations that force them to be mostly "neutral".
|
| Those regulations have worked out quite well. Perhaps it
| time to expand our existing, and working regulations to
| other platforms, given that they work so well on existing
| platforms.
| ahtihn wrote:
| One-to-all broadcasting is a fundamentally different
| medium than one-to-one conversations.
|
| The various messenger apps are closer analogs to phone
| companies and they have no or very light content
| moderation.
| stale2002 wrote:
| There are some differences, yes. But regardless of those
| differences, society has not collapsed because of those
| laws. Those laws work just fine.
|
| So they could be extended to other things, and the world
| would also not collapse if that happened.
| treeman79 wrote:
| The entire Twitter battle is about the woke left taking
| over / banning all of America culture.
| myko wrote:
| This implies American culture is pro-fascism, and while
| there are elements of that I don't believe that
| encapsulates American ideas - the gamut of ideologies
| have been part of the nation since its founding, though
| the ideas and what that means have shifted over time
| nemo44x wrote:
| > It's very well possible that the Twitter board believes
| that they can achieve higher value for the shareholders
| than what Elon offered
|
| Who would believe that? They've had years to prove it and
| as they stock market has doubled in value their stock has
| been cut in half.
|
| Share holders should sue. It's time to trick their world
| and either drive the stock price to a few bucks or force
| then board to do their fiduciary responsibility and sell
| the company.
|
| It's a great offer.
| recuter wrote:
| > That sentence alone means you weren't even discussing
| this in good faith.
|
| Is that what good faith means now? Being religiously part
| of Camp A or B?
|
| The balance sheet speaks for itself. Incidentally Parler or
| his potential Twitter clone will also end up a toxic
| internet community. Who cares? I personally wouldn't use
| either one.
|
| Certainly with Twitter already doing a great job losing
| money and alienating most people (almost nobody actually
| tweets and usage is falling) an alternative would split the
| user base and accelerate their demise and the inane concept
| of web micro-forums being worth tens of billions of
| dollars. Companies will simply decide advertising on
| Parler/Twitter is not worth the hassle.
| threeseed wrote:
| > The balance sheet speaks for itself
|
| a) Revenue increased 37% y/y.
|
| b) User count growing at 2% y/y.
|
| c) Profit of $273m in 2021 when you exclude once-off
| litigation expense.
|
| https://www.prnewswire.com/news-releases/twitter-
| announces-f...
| woadwarrior01 wrote:
| > c) Profit of $273m in 2021 when you exclude once-off
| litigation expense.
|
| The once-off litigation expense might soon be recuring in
| 2022, after this move. The former was a shareholder class
| action lawsuit, and the latter will most likely be the
| same.
| threeseed wrote:
| Twitter is predicting a drop in GAAP loss in 2022 to
| between $225-$175m.
|
| So even if the lawsuit is recurring (neither of us know)
| they are still managing to reign in their losses.
|
| By any definition the company is heading in the right
| direction.
| Cookingboy wrote:
| >Is that what good faith means now? Being religiously
| part of Camp A or B?
|
| No. But you immediately made this into a Camp A vs. Camp
| B problem when in reality there could be a million
| different reasons for the Twitter board to not want to
| get acquired means you weren't trying to discuss this
| specific situation, you were looking to turn this into a
| debate on "wokeness". That's why I said you weren't
| discussing in good faith.
|
| >The balance sheet speaks for itself.
|
| Does it? Elon has seen the same balance sheet and he
| thinks the true value of the company is higher than what
| it is now as well. So obviously he thinks Twitter has the
| _potential_ to achieve much higher value through
| implementing XYZ. The board agrees too but just disagree
| on what that XYZ is.
| freedomben wrote:
| > _Elon has seen the same balance sheet and he thinks the
| true value of the company is higher than what it is now
| as well. So obviously he thinks Twitter has the potential
| to achieve much higher value through implementing XYZ.
| The board agrees too but just disagree on what that XYZ
| is._
|
| Yes, but one version of XYZ (the board's) has been tried
| while the other (Elon's) has not. Elon's plan might lead
| to even worse results than the board's, but _he_ doesn 't
| think it would, hence his optimism if they adopt his
| plan.
| recuter wrote:
| > Elon has seen the same balance sheet and he thinks the
| true value of the company is higher than what it is now
| as well.
|
| Up to you to take him at his word however he has stated
| otherwise.
|
| "It's important to the function of democracy, it's
| important to the function of the united states as a free
| country and on many other countries and actually to help
| freedom in the world more broadly than the US.
|
| You know I think this there's the risk, civilizational
| risk, uh is decreased if twitter, the more we can
| increase the trust of twitter as a public platform and so
| I do think this will be somewhat painful and I'm not sure
| that I will actually be able to to acquire it.
|
| I mean I could technically afford it um what I'm saying
| is this is not a way to sort of make money you know..
|
| It's just that I think, my strong intuitive sense is that
| having a public platform that is maximally trusted and
| broadly inclusive is extremely important to the future of
| civilization"
|
| - https://www.youtube.com/watch?v=yDfqwTBHah8
| Cookingboy wrote:
| Wait, you seriously think Elon is buying Twitter out of
| his good heart to "protect" the healthy functioning of
| democracy?
|
| Jesus I know it's Friday but some of you guys start
| drinking early man.
| MrMan wrote:
| there are better "good faith" postings on Wall Street
| bets than HN, this place is an asylum
| recuter wrote:
| His net worth is over a quarter trillion dollars.
| Flipping twitter for profit is very far from a sure thing
| and seems like a waste of his time.
|
| Why out of everything that he could invest in would he
| bother with twitter specifically? Whatever his intentions
| are it seems plausible that this isn't about money.
|
| I get that you don't like him but this attitude of "I am
| right, you are wrong, and if you disagree you are drunk"
| is.. not a good look.
| Cookingboy wrote:
| >Whatever his intentions are it seems plausible that this
| isn't about money.
|
| It's very plausible that this isn't about money, and I
| never said it's about money. However it's far more
| plausible that this is about a narcissist buying media
| and social influence and he wants to be able to shape
| public discourse that paints him in a positive light. He
| _really_ cares what people thinks of him.
|
| All of that would seem far more likely (and suits his
| past track record) than him doing this to "save
| democracy".
| recuter wrote:
| > I never said it's about money.
|
| > Elon has seen the same balance sheet and he thinks the
| true value of the company is higher than what it is now
| as well.
|
| Also I'm pretty sure a narcissist is exactly the sort of
| person to genuinely think he is saving democracy by
| buying a website.
|
| Do you know him personally? Are you a trained
| psychiatrist? Narcissistic personality disorder can be a
| serious affliction, tell him I hope he gets the help he
| needs and that I wish him the best.
|
| I personally just want to know what will happen to the
| stock.
| spion wrote:
| You're incredibly naive.
|
| He is already an influencer and owning a social network
| where he gets to set his own rules would be the best way
| to ensure his influence increases further.
|
| Free speech on social media is an oxymoron. SM is
| designed to give you power in proportion to the number of
| connections you hold. Its a popularity contest of
| twisted, faked, carefully crafted viral thought - most
| real, true and meaningful things get lost in the sea of
| professional influencers.
|
| You will find more real free speech with a single visit
| of a subreddit than you will within a week of being on
| social media.
| MrMan wrote:
| elon wants to save us from woke people, and sees that
| this is a trillion dollar opportunity.
|
| have you seen the matrix? they powered a cluster the size
| of the planet using humans for batteries! this is the
| same scale problem, that and pedophilia.
| [deleted]
| medler wrote:
| The topic of discussion is corporate governance and
| finance, and you immediately pivoted to some irrelevant
| culture war BS.
| rufus_foreman wrote:
| The topic of discussion is Elon Musk trying to purchase
| Twitter, which is very much at the intersection of
| finance and culture war.
| MrMan wrote:
| "culture war" is the ultimate propaganda tool to be used
| on people who think they are smart
| [deleted]
| pcmoney wrote:
| Poison Pills are rarely exercised, this is a positional move.
| Unlikely Elon is the only interested party at this point. If
| the board can use a pill to force a slower buy-out discussion
| and negotiation it is very much beneficial to shareholders.
|
| Their stock price was over $70 in the trailing 12 months.
|
| Even with Elon's offer they are still worth 10 NFL teams
| combined.
|
| I can find zero credible evidence to support your position.
| Please short the stock :)
| recuter wrote:
| I wasn't aware NFL teams was a unit of measurement. One has
| to wonder if you think I am wrong why you wish for me to
| short the stock and lose my shirt.
| [deleted]
| [deleted]
| threeseed wrote:
| a) The poison pill only affects those who are looking to
| control the company in some way. Which isn't most large
| investors at all. So I doubt you will find any who will be
| concerned by this.
|
| b) Twitter's stock price is now $45, peaked at $77 only last
| year and is profitable. Not sure where you get this
| ridiculous idea the company is unsellable.
|
| c) There are plenty of free speech competitors to Twitter.
| None are even remotely successful. Because as Reddit also
| showed far more people want a moderated experience more than
| those that don't. And Twitter is a business first and
| foremost.
|
| d) Musk is offering shareholders a premium as the stock is
| today. But as I mentioned even just last year it was
| significantly higher. And so I can't imagine shareholders
| would have an issue about them turning it down if they
| believed Twitter was still continuing to head in the right
| direction as it is now.
| SilasX wrote:
| >The poison pill only affects those who are looking to
| control the company in some way. Which isn't most large
| investors at all. So I doubt you will find any who will be
| concerned by this.
|
| That's not the right way to think about it. Anything that
| scares off ambitious, optimistic activists from buying big
| stakes, will then suppress the stock value in general,
| which hurts all shareholders, including the smaller ones.
|
| More broadly, going public is a tradeoff. You potentially
| give up control to outsiders, in return for greater share
| value (and the cash infusion). Moves like this go the
| opposite direction: decrease the potential for outside
| control, and with it, the upward pressure on the stock's
| value.
| tonguez wrote:
| "Who does this benefit besides the board?"
|
| the people who run the US/world who depend on censorship to
| maintain their power
| MrMan wrote:
| "they" if there is such a they, depend far more on social
| media hypnotizing us and controlling what we perceive and
| believe. its not the absence of free speech that is the
| problem, its that truth about our situation cannot make a
| dent in our psyches while we are hypnotized with a firehose
| of propaganda and marketing.
| woodruffw wrote:
| If I was a member of Twitter's board, Musk's history of erratic
| public behavior, SEC settlement, and openly hostile attitude
| towards the company's employees would be more than sufficient
| to justify my belief that his controlling ownership would not
| be in the interest of the current average shareholder.
|
| That opinion would also be consistent with how "fiduciary duty"
| is interpreted by US regulators: companies are not required to
| perform any _particular_ action that might reasonably be in the
| interests of shareholders; they must merely show that the
| company 's actions were _intended_ to be in the best interests
| of the shareholders.
| systemvoltage wrote:
| One can equally argue that opens sourcing Twitter algorithm
| and building trust would bring incalculable number of new
| users, have a profound impact on their ad business and not to
| mention, cut down their competitor's moat. People will flock
| to Twitter like bees. Ad revenue + subscription would
| skyrocket.
|
| So, it can go either way and can be argued either way.
| woodruffw wrote:
| That's correct. Which is why "fiduciary duty" arguments
| aren't very good.
| bandyaboot wrote:
| I think you're vastly overestimating the number of people
| who pay attention to such things.
| tayo42 wrote:
| > opens sourcing Twitter algorithm
|
| People need to stop saying this. It's nonsense. Or maybe
| keep saying it so we know your clueless about how anything
| works that your commenting on
| JumpCrisscross wrote:
| > _It 's nonsense_
|
| Why? (Honest question.)
| burnished wrote:
| Also genuine, why would a person believe that would
| happen? The foremost thing that comes to mind is they'd
| be giving something of great value and receiving nothing
| in return.
| tayo42 wrote:
| which part do you want open sourced? timelines are
| generated after going through machine learning and then
| multiple services. even then, some of the infrastructure
| limits what you see in the end.
|
| https://blog.twitter.com/engineering/en_us/topics/infrast
| ruc...
|
| > Unfortunately, Haplo has its limits. Since we try to
| pull every single Tweet ID in a conversation every time a
| conversation is loaded in real-time, this is potentially
| an unbounded amount of data. We've found that if our
| platform tries to load more than a certain number of
| entries from our cache at once, our cache request latency
| will spike, and we begin to time-out on a significant
| fraction of read requests. Because of this, there is a
| limit of thousands of Tweets per conversation tree in
| this cache.
|
| even just showing an ad is a ton work has a bunch of
| services involved
|
| https://blog.twitter.com/engineering/en_us/topics/infrast
| ruc...
|
| Other stuff that I think explains the complexity
|
| https://blog.twitter.com/engineering/en_us/topics/insight
| s/2...
|
| https://blog.twitter.com/engineering/en_us/topics/insight
| s/2...
|
| https://blog.twitter.com/engineering/en_us/topics/insight
| s/2...
|
| there's no single algorithm, its a bunch of parts coming
| together from hundreds of engineers and multiple
| services.
| VirusNewbie wrote:
| You think there is no such thing as OSS models?
| pbreit wrote:
| Please explain. I can easily envision much more
| transparency on how the feed works.
| tayo42 wrote:
| Transparency i can agree with, i think twitter does a
| horrible job at that. especially explaining the rumored
| shadow bans and stuff. But i think thats different then
| open source code
| SilasX wrote:
| The problem is, this plan applies much broader than Musk, and
| penalizes even the "good" activist/takeover artists.
| TigeriusKirk wrote:
| After they've been bought out, the performance of of the
| company is of no concern to the former shareholders.
| nonethewiser wrote:
| > If I was a member of Twitter's board, Musk's history of
| erratic public behavior, SEC settlement, and openly hostile
| attitude towards the company's employees would be more than
| sufficient to justify my belief that his controlling
| ownership would not be in the interest of the current average
| shareholder.
|
| But all that is irrelevant because he wants to take the
| company private- no shareholders. The impact to shareholders
| is the massive bailout he would give them on their shares.
|
| If they cared about shareholders best interests they would
| bring it to vote.
| bko wrote:
| It doesn't have to be complicated. The shareholders should
| have a right to decide through a proxy vote on whether to
| accept the offer
| rufusroflpunch wrote:
| To me, this seems obvious. No reason something this fateful
| shouldn't be put to shareholder vote. No good reason, at
| least.
| tenpies wrote:
| rpmisms wrote:
| The massive and immediate shift from "It's a private
| company and they can do what they want" to chanting in
| unison "This is a danger to our democracy" has been
| horrifying to watch.
|
| I don't own a TV, and yet I can tell you what the chiron
| said this morning, nearly verbatim. Ask anyone who
| watched it.
| chx wrote:
| Yishan Wong , the CEO of Reddit until 2012 have tweeted a
| long thread about how Musk doesn't understand the current
| state of moderation necessary because he was much more
| involved with an earlier Internet. But I am of opinion
| that Yishan is also behind as one half of the debaters
| simply left facts and reality behind. This post here is
| an example.
| ben_w wrote:
| Shareholding is not democratic. It is one-dollar-one-vote
| and therefore plutocratic rather than democratic.
|
| (I was going to say it also involves too much money to be
| lefty, but then I realise that just might be my Overton
| window and isn't necessarily related to what you think
| "lefty" means).
| bpodgursky wrote:
| Yeah, I think Elon is going to demand this (and as a 9%
| shareholder himself, is likely to get it)
| [deleted]
| thaumasiotes wrote:
| > If I was a member of Twitter's board, Musk's history of
| erratic public behavior, SEC settlement, and openly hostile
| attitude towards the company's employees would be more than
| sufficient to justify my belief that his controlling
| ownership would not be in the interest of the current average
| shareholder.
|
| That... makes absolutely no sense. The interest of the
| current average shareholder ends when they sell their stock.
| There is no point in time at which both (1) the current
| average shareholder _owns more than zero shares_ , and (2)
| Musk has a controlling interest. So it's impossible for those
| two things to conflict.
|
| If you were a member of Twitters board, would it be in the
| interest of the current average shareholder to sell their
| shares at well above the market price?
| fach wrote:
| It depends on how you define fiduciary responsibility. If
| it's a point in time, transactional view, yes. If it's a
| long term view of maximizing share holder value over time,
| not necessarily.
| chipotle_coyote wrote:
| > If you were a member of Twitters board, would it be in
| the interest of the current average shareholder to sell
| their shares at well above the market price?
|
| That definitionally depends on whether you, as that
| hypothetical board member, believe that Twitter has the
| potential to reach a share price higher than $54.20 if it
| stays public.
|
| Also, remember there is nothing that binds the board of a
| company to _solely_ consider potential shareholder value in
| the actions they take. There 's a widespread belief that
| "fiduciary duty" overrides all other concerns, but from a
| regulatory/legal standpoint, that's simply not so. The
| board obviously needs to take it into account, but if they
| believe a merger or takeover is not in the best interest of
| the company, they don't have to take it.
| chernevik wrote:
| Right, but they hurt other shareholders by preventing
| them from taking it.
|
| Don't like the bid, fine, say no -- but don't prevent
| your peers from selling out.
| aleister_777 wrote:
| However, I think it's a harder case to argue when twitter
| stock closed at $.18 above the price they went public at in
| 2013. Sounds like whatever it is they have been doing hasn't
| been in the interest of the average shareholder either.
|
| The stock is toast regardless after this.
| [deleted]
| Ericson2314 wrote:
| The fate of the company after it has been taken private
| doesn't matter as far as "fiduciary duty" is concerned.
| Ericson2314 wrote:
| (To be clear, Musk is a shitshow, but a cash-out is a cash-
| out. How to balance those things is above my pay-grade.)
| dvhh wrote:
| I agree thoroughly that's why tge pairing with Twitter
| would be marvelous.
| JumpCrisscross wrote:
| > _fate of the company after it has been taken private
| doesn 't matter as far as "fiduciary duty" is concerned_
|
| If it goes private. As always, Matt Levine says it better
| than I can:
|
| "...the financing seems to be made up of cobwebs and
| phlogiston. But also Musk has joked about taking companies
| private before, and he generally changes his mind a lot.
| (He agreed to join Twitter's board last week! And then
| changed his mind four days later!) If you are a well-
| advised professional public company board, it is just
| catastrophic to imagine that you might say 'okay Elon
| $54.20 it is' and then he'd say 'ha no I was kidding,
| psych!' That would be crippling for a public company. Also
| that is basically what he did to Twitter's board last
| weekend!"
|
| https://www.bloomberg.com/opinion/articles/2022-04-15/sure-
| e...
| pbreit wrote:
| Levine is being disingenuous, as usual. Obviously he
| would have banks and investors fighting to finance the
| deal. Wouldn't a breakup penalty address the breakup
| problem?
| JumpCrisscross wrote:
| > _Wouldn 't a breakup penalty address the breakup
| problem?_
|
| No. If you're at a table negotiating a break-up penalty,
| you've already crossed the Rubicon. You have indicated
| that the price was at the very least worth considering.
|
| If that buyer then walks before agreeing to the break-up
| penalty, the damage has been done. Board seats have been
| lost for less.
| jimmydorry wrote:
| Not to mention he is being disingenuous by implying there
| was no material change between getting offered a seat at
| the board, and hearing what accepting that seat would
| entail.
| the_optimist wrote:
| Levine is a former Goldmanite, Twitter advisor. GS versus
| MS, the latter here unusually on the hostile side.
| ellen364 wrote:
| It sounds like Musk received the offer, accepted it and
| changed his mind afterwards. That is, after accepting the
| terms, not after receiving them. If that's the sequence
| of events, I don't think Levine is being disingenuous.
| newaccount2021 wrote:
| gigatexal wrote:
| 52 week high was 70 something. His offer is too low anyway. And
| he said it was his final offer. He's just an egomaniacal
| billionaire who is bored.
| SkyMarshal wrote:
| _> and not be found working against the interest of
| shareholders._
|
| It depends on what the interests of the shareholders actually
| is. Monetary only, or are there other considerations they care
| about?
|
| I assume the boards of such companies have had private
| discussions with the majority shareholders to find out exactly
| what their priorities are, and then acted accordingly.
| RosanaAnaDana wrote:
| >It depends on what the interests of the shareholders
| actually is. Monetary only, or are there other considerations
| they care about?
|
| Is a board allowed to consider anything but?
| ameister14 wrote:
| So most directors can get around the shareholder primacy
| rule pretty easily by tying the changes they want back to
| shareholder value.
| namdnay wrote:
| Of course they are, major investors regularly push boards
| to do more ESG for example
| riccardomc wrote:
| Yes. The law doesn't bind directors to maximize
| shareholders value.
|
| https://www.reddit.com/r/law/comments/3pv8bh/comment/cw9t52
| d...
| ameister14 wrote:
| I could be wrong but I don't think Twitter is a B corp.
| riccardomc wrote:
| Twitter is not a B-Corp indeed. However any company, not
| just B-Corps, can have a purpose other than shareholders
| value maximization. Check this article:
| https://doi.org/10.1111/joms.12660
|
| There's an easily searchable index of B-Corps:
| https://www.bcorporation.net/en-us/find-a-b-corp
| ameister14 wrote:
| >any company, not just B-Corps, can have a purpose other
| than shareholders value maximization.
|
| It's moving there but I don't think it's there quite yet
| according to case law. The board motivations at present
| still have to tie back to maximizing value for
| shareholders.
| moomin wrote:
| I think the answer is that "the interests of shareholders" can
| be interpreted in a much broader fashion than some people,
| including board members, like to pretend.
| themitigating wrote:
| You're claiming that Musk's purchase of twitter is objectively
| good for shareholders
| nickysielicki wrote:
| Given that it's at a share price premium for 90%+ of the
| lifetime of the stock since IPO, yes. Most shares were bought
| below the price Musk is asking.
| [deleted]
| philistine wrote:
| The board has declared the price offered to be too low. You
| say it's high enough, but I doubt you own as much stock as
| the people on the board.
| nickysielicki wrote:
| To be clear, they haven't actually rejected the offer
| yet, they've simply limited the ability of Musk to
| acquire a majority stake in the case that they reject.
| paxys wrote:
| Not everyone buys a stock for a quick short-term
| turnaround. If I expect Twitter to 20x in the next 5 years
| why would I want to sell my share to Elon?
|
| And existing investors all have the option to cash out
| today for just 17% less than Musk's final offer.
| IMTDb wrote:
| > If I expect Twitter to 20x in the next 5 years why
| would I want to sell my share to Elon?
|
| Vote with your dollars: buy shares at a price higher than
| Elon's. Borrow if you must. If you are not ready to take
| that risk, then maybe your _expectations_ are more
| _wishful thinking_ than anything real.
| aetherson wrote:
| If you expect Twitter to 20x in the next 5 years, then
|
| a: You're dreaming.
|
| b: You're absolutely expecting a quick short-term gain.
| JumpCrisscross wrote:
| > _b: You 're absolutely expecting a quick short-term
| gain_
|
| To put this in perspective, 20x in 5 years is an 82%
| CAGR. And five years is far short of the length of an
| economic cycle. Traditionally, "long term investing"
| meant across at least one whole business cycle.
| EdiX wrote:
| Twitter has operated for 16 years and public for about
| 10, explosive growth of their userbase is in their past
| and monetization strategies have already been implemented
| for years. There is no reason to believe it has the
| potential for such growth.
| paxys wrote:
| Then why were they holding the stock the day before Musk
| got involved?
| mechanical_bear wrote:
| They feel there is potential for growth, just not flights
| of fancy like you describe.
| jayd16 wrote:
| If you think the stock could grow further without Musk then
| the board would be protecting your interests.
| ryoshu wrote:
| If North Korea offered $60 billion to buy Twitter would
| Twitter be forced to sell? Not comparing Musk to NK, but
| money isn't the only consideration when an offer to sell
| comes in.
| aleister_777 wrote:
| They certainly had no problem with selling to Saudi
| Arabia.
| mdoms wrote:
| North Korea is under economic sanctions by USA. Your
| hypothetical is stupid for a whole bunch of reasons.
| nickysielicki wrote:
| No, but only because you chose North Korea.
| loceng wrote:
| Indeed, what happens when Elon starts his own platform
| instead and uses some of the ~$40 billion he'd otherwise
| buy Twitter with instead on paying top users of Twitter
| to exclusively use his platform instead?
| michaelmrose wrote:
| Do you remember Google Plus? Google had excellent
| financing and an existing team of excellent software
| developers and couldn't pull of a credible alternative to
| facebook.
|
| The world is littered with the expensive corpses of
| failed software.
| ipaddr wrote:
| Much of Facebook could be cloned by many startups see VK.
|
| Google's product lacked purpose. It died because of a
| lack of vision and leadership and product mistakes (real
| names).
|
| It died prematurely. Google treated the product like a
| pilot a network threw on the first week of September. It
| had solid numbers and given time it could have found
| itself if it found a backer in leadership.
| metadat wrote:
| I'd ditch twtr in a heartbeat, at this point it's a
| cesspool in every sense.
| dev_tty01 wrote:
| There are already alternatives to Twitter. Why haven't
| you ditched it already?
| metadat wrote:
| I'm aware, and do you realize nobody of note is using the
| alternatives? Why would you recommend someone invest time
| building a presence in yet another loser platform with
| bleak future prospects? Doesn't seem helpful or all that
| bright.
|
| For a real alternative to succeed, solid backers focused
| on dethroning tw are needed to inspire confidence and
| stability, then we all need to jump at about the same
| time to get the momentum going and bounce out of the
| twatterverse.
|
| As it stands now, there is no _real_ competition.
| tsimionescu wrote:
| > I'm aware, and do you realize nobody of note is using
| the alternatives?
|
| That's exactly the point - there is no reason to believe
| this would change if Musk created his own social network.
| metadat wrote:
| I'd be willing to give it a shot if it's backed by $$$
| and a progressive technologist.
| skinnymuch wrote:
| Your two comments show you're the perfect audience and
| user for an Elon social platform. Every failed or failing
| Twitter esque platform has some number of perfect
| audience fits. The problem is that those aren't enough
| users. There is no reason to believe an Elon venture
| would fare markedly better.
| ipaddr wrote:
| The amount of users who once used twitter minus still use
| twitter is greater than current twitter users. You could
| build off of everyone rejecting twitter.
| skinnymuch wrote:
| Most people who have "rejected" Twitter did not do so
| because of Twitter issues but wanting micro blogging sort
| of social platform.
|
| Most rejected the overall concept. The amt of users that
| stil want something similar but not Twitter AND who will
| be appeased by whatever alt Twitter is made is an even
| smaller number.
| tsimionescu wrote:
| That only makes sense if everyone who stopped using
| Twitter is some kind of united cohort. Many people were
| simply not interested in the format, didn't find content
| that cared about, didn't have friends using it, drifted
| off to other social networks etc. Good luck gathering all
| of these people together on a new platform.
| tshaddox wrote:
| What would happen is that it would almost certainly fail
| to make any impact.
| root_axis wrote:
| > _what happens when Elon starts his own platform_
|
| He wouldn't bother because it'd be a failure. Twitter's
| tech stack isn't worth 40 billion, Musk could clone
| twitter for less than $500m, but just having a platform
| doesn't accomplish much, the overwhelming majority of
| twitter users have no reason to leave twitter.
| aleister_777 wrote:
| I bet there would be a whole lot of people that would
| join elon-twitter.
| root_axis wrote:
| They said the same thing about truth social.
| Msw242 wrote:
| Parler didn't fail because it was unable to attract a
| userbase.
| root_axis wrote:
| That is why it failed - technical mistakes aside.
| skinnymuch wrote:
| Parler failed because it was never actually able to do
| and be what the incoming user base thought they were
| promised --- a free, uncensored bastion. Since that would
| never work at a bigger size with mainstream attention,
| there's no real diff. Parler being a grift makes it all
| muddied any how.
| dijit wrote:
| North Korea is under heavy sanctions and is thus a poor
| choice.
|
| But if France put a bid on twitter, they would be forced
| to entertain the offer.
| ryoshu wrote:
| If the China Investment Corporation offered $60 billion
| to take Twitter private would Twitter be forced to
| entertain the offer?
| thaumasiotes wrote:
| China is not under sanctions, but the odds are excellent
| that the US government would flip out and prohibit
| Twitter from selling.
| gobengo wrote:
| it's radical to equate dollar values with objective
| goodness
| iancmceachern wrote:
| Exactly. Profit does not always equal good.
|
| One of my favorite books: "Small giants, companies that
| choose to be great instead of big"
| tsimionescu wrote:
| Fiduciary duty, such as it is, only extends to dollar
| value; and there is no other criteria to sue the board
| over.
|
| Note that I'm all for companies having much more legal
| responsibility to other stakeholders, not just
| shareholders, but that is somewhat irrelevant for a
| discussion of whether the board could be successfully
| sued over adopting this decision.
| dasil003 wrote:
| True, but the GP's phrasing of "equate dollar values"
| implies a sort of cut and dried interpretation. A
| mechanical calculation of a short-term price snapshot is
| not the only thing that matters. If the board has good
| reason to believe that Musk will be bad for the stock
| price in the long-term then there wouldn't be any breach
| of fiduciary duty.
| tsimionescu wrote:
| That's not exactly true, as Musk's offer is to buy the
| company outright, making it private (and thus buying out
| all shareholders), as I understand - so there is no
| concept of how Musk's ownership would affect the stock
| price. Still, the board can easily argue "we believe
| shareholders will be able to achieve higher profits in
| the future by maintaining their ownership than by selling
| all stock at Musk's offered price today".
| bradleybuda wrote:
| He claims that he wants to "retain as many shareholders
| as is allowed by the law" [0] which is just as fictional
| as it was when he pretended to try to take Telsa private.
|
| [0] https://www.bloomberg.com/opinion/articles/2022-04-15
| /sure-e...
| dEnigma wrote:
| It's not that radical to equate dollar values with "good
| for stockholders". At least in my impression that is what
| most stock holders care about.
| jungturk wrote:
| There's an entire sector of funds that include criteria
| around environmental, social, and governance impacts in
| addition to returns on investment.
|
| https://www.investor.gov/introduction-investing/general-
| reso...
| tsimionescu wrote:
| That is irrelevant. To show a breach of fiduciary duty with
| this kind of argument, you would basically have to prove
| that it is objectively impossible for Twitter stock to be
| worth more than what Musk offered over some horizon. I very
| much doubt there has ever been a successful case taking
| this approach.
| dev_tty01 wrote:
| Today's price and the 'expected' future price is all that
| matters. The 90% lifetime price history is not relevant.
| All transactions of this nature are based on future value.
| The offer is only an 18% premium at a time when many tech
| stocks are being hammered due to extrinsic reasons. It is
| not a serious offer.
| aleister_777 wrote:
| It closed $.18 above initial offer price in 2013.
| quickthrowman wrote:
| The share price tells you nothing by itself--you also
| need to know the amount of shares outstanding at both
| points in time to make an actual comparison.
| drstewart wrote:
| I take it you're highly invested in Twitter stock given
| how confident you are it's going to go up by more than
| 20%?
| ulucs wrote:
| Today's price _is_ the expected future price. If you
| disagree, go buy the stock and make some money.
| oh_sigh wrote:
| Getting paid a 25% premium for my stock sounds pretty good to
| me.
| themitigating wrote:
| What if the stock goes higher in the future?
| tomComb wrote:
| I'm sorry that sort of argument makes no sense. Anything
| could happen in the future, but the price today is what
| the market judges it to be worth.
|
| The historical price is irrelevant as well. Looking at
| the historical price is the same sort of thinking that
| leads to "throwing good money after bad".
| [deleted]
| ransom1538 wrote:
| It is irrelevant.
| 14 wrote:
| What if the stock crashes in the future? Having a
| guarantee profit sounds like a pretty good deal for some.
| justapassenger wrote:
| Guaranteed profit at the point in time is great for
| speculators. If you're doing long term investment,
| realizing profit at random point in time, isn't really
| that attractive.
| elcomet wrote:
| What ? Even if you're a long time investor, having an
| instant 25% guaranteed profit is good as you can sell
| part of the stock and diversify.
| justapassenger wrote:
| If you follow that logic, each time stock goes after good
| earnings, everyone should just sell off everything.
| [deleted]
| nostrebored wrote:
| They should, provided transaction fees and gains taxes
| don't exceed their estimation of the difference in value
| times the number of stocks adjusted for the time value of
| money.
|
| People with more complicated positions should consider
| covariance and factor in uncertainty. But if you're a
| shareholder in a single stock and estimate that it's
| overvalued by a significant margin, the rational choice
| is to sell your position, invest in a low risk, highly
| liquid asset, and rebuy.
| outside1234 wrote:
| Maybe - it depends on the growth prospects of the company
| - if they were high anyway - then it is better from a
| capital gains tax perspective to just continue holding
| the stock until you need the money.
| micromacrofoot wrote:
| I sold a lot of bitcoin for $20 in 2008, quadrupled my
| initial investment and felt pretty smart about it.
| oh_sigh wrote:
| Good logic. Never sell anything ever because the price
| might go up.
| [deleted]
| philistine wrote:
| Not for Twitter's board. They want more, and good for
| them. In the history of hostile acquisitions, the first
| offer is never the final one.
| TsomArp wrote:
| And why wouldn't be? He is offering a premium from the
| current valuation. You either accept it or reject it if you
| think the premium is low, or am I wrong?
| teeray wrote:
| The board's mandate is to maximize shareholder value. They
| have an offer that will objectively maximize that value. To
| scorn it in favor of intangibles is to act against the
| interest of shareholders.
| philistine wrote:
| According to your logic, any offer to go private above
| market value must be accepted. That's not the case.
| Stockholders might be interested in owning Twitter stock
| for a long time. Elon's offer might not make financial
| sense for them.
| avs733 wrote:
| The boards mandate is one of fiduciary duty. Bluntly, that
| is not a mandate to maximize shareholder value, especially
| in the short term.
|
| They do not have an offer that will maximize shareholder
| value - they have an offer that will increase it.
|
| Words have meaning and concepts have definitions. They are
| not arbitrary of flexible for the sake of making the
| argument you want.
|
| The BOD's responsibility is to the company, a public
| company's responsibility is to the shareholders - this
| difference matters.
|
| Cornell's legal information institute provides a nice and
| _cited_ set of definitions (albeit in legalese) -
| https://www.law.cornell.edu/wex/fiduciary_duty
| akomtu wrote:
| If someone offered to buy your house at a 25% premium,
| would you sell? A house is a place to live at, in addition
| to having a dollar value, and so is Twitter - a powerfool
| tool to control speech, in addition to its dollar value on
| the market.
| nostrebored wrote:
| Absolutely, buy another one at market value and give the
| buyers my card for the next time they want to give me
| $xxx000.
| LocalPCGuy wrote:
| No, a board is mandated to act in the best interests of the
| shareholders. That might be different than just maximizing
| the share price. They may believe this is a bad idea for
| the company as a whole, and that long term, it's
| objectively better for the company to not be owned by Musk.
| compsciphd wrote:
| isn't musks offer to buy out all the shareholders. i.e.
| lets take a crazy example.
|
| you have a company that is worth $1mil and we only
| imagine that it can be worth $100mil (based on the size
| of the market we are addressing). someone comes and
| offers $200mil but we know he will shut the company down
| (i.e. liquidate all its assets, or even simply the desire
| to destroy the company).
|
| While this might be sad for the company, why is it not in
| the interests of the shareholders to take the offer?
|
| so if Musk is willing to offer more than shareholders
| expect to see in the forseable future, why does it matter
| what will happen to the company after that? their
| interest in the company ends when their shares are
| purchased.
| LocalPCGuy wrote:
| > willing to offer more than shareholders expect to see
| in the forseable future
|
| That is your assertion/opinion (yes, shared by many,
| sure). But it's not the only opinion in this case, and so
| I don't think the analogy holds.
|
| Sure, I could see in the abstract times where an offer it
| just unavoidably good, and so it would not be in the best
| interest of shareholders to take it. But in this specific
| instance, there is a lot to be said on both sides of the
| offer (taking vs. rejecting it).
|
| I would also argue that, depending on the purpose and
| goals of the company, knowing that a person intends to
| shut it down would be a reason to value existing (in
| order to continue carrying out their purpose) over money.
| jungturk wrote:
| Sure - if an offer is greater than the conceivable return
| then of course you take it, but Musk's offer is less than
| the stock traded at 6 months ago and 30% below the
| stock's all-time-high from 14 months ago.
| LocalPCGuy wrote:
| It's also not just about $$. In your scenario, it's just
| negotiating. It's possible the Twitter board and
| shareholders are just unwilling to ever sell, regardless
| of the money involved. (I don't know if that'd ever be
| the case, just that is is possible, and possible within
| fiduciary responsibilities.)
| dundarious wrote:
| Musk is trying to buy everyone out because he wants to
| influence the direction of Twitter. Why not ascribe a
| similar set of motivations to the other current
| shareholders? If that is a motivation for them, then
| shareholder profit is not the only relevant sense of
| shareholder value.
|
| This isn't an argument for the poison pill clause, but is
| an answer to the following quoted question. It is funny
| to see this motivation of most existing shareholders
| ignored in order to bring into being analogous
| motivations of another. Especially when Musk's offer for
| Twitter has been in order to change it promote certain
| values, but conspicuously, better profits has not been
| one of those touted values.
|
| > While this might be sad for the company, why is it not
| in the interests of the shareholders to take the offer?
|
| I will sabotage my own argument somewhat though and say
| that I believe the economic motive dominates over time
| and is almost always (in macro and micro) the primary
| force.
| mise_en_place wrote:
| They're doing it on purpose so people will sell off TWTR, then
| they will secretly buy and approve the acquisition offer. It's
| a blatant insider trading scheme.
| jonas21 wrote:
| As a Netflix shareholder at the time they adopted their poison
| pill, I feel like the subsequent ~40x increase in share price
| has been very much in my interest. :-)
|
| Of course hindsight is 20/20, but even at the time, it seemed
| like the company was prioritizing long-term growth, whereas if
| they were taken over by Carl Icahn, they'd certainly not be.
| dahdum wrote:
| Twitter definitely isn't Netflix. It's been a dog since IPO,
| languished under a part time disinterested CEO, and only
| peaked because of the pandemic meme stock era.
|
| As an individual and index shareholder I'd love for Musk to
| take it away at a premium, I have zero faith management will
| do anything positive.
| hadlock wrote:
| Strong agree, Twitter hasn't grown their user base more
| than 10% since 2015, they might be making more revenue per
| user but annual revenue is likely ready to plateau if it
| hasn't already. Getting a premium on your stock is a good
| option if you can get it and a natural outcome of
| investing.
| oldmandutch wrote:
| Netflix had a product to sell, not just a crowd.
| Majromax wrote:
| > You're categorically changing the profile of the stock.
|
| Mechanically, it's not much different than an issue of new
| shares. From Twitter's announcement:
|
| >> each right will entitle its holder [...] to purchase, at the
| then-current exercise price, additional shares of common stock
| having a then-current market value of twice the exercise price
| of the right.
|
| There's no obvious breach of fiduciary duty through this plan.
| Existing (non-Musk) investors get new shares, but Twitter also
| raises capital at the current market price.
| Hermel wrote:
| In most other countries, such a poison pill would be illegal as
| it violates the principle of equal treatment of all
| shareholders. Also, in most other countries, the decision to
| issue new shares requires a shareholder vote and cannot be done
| by the board alone.
| HWR_14 wrote:
| > Vanguard, for example, has just had its range of further
| investment limited arbitrarily.
|
| As I understand vanguards structure, they have no beneficial
| ownership of any company and therefore never trigger the poison
| pill.
|
| > Who does this benefit besides the board?
|
| This benefits anyone who is concerned that a rich person will
| buy 50%+1 of a company and use their equity to make decisions
| they are opposed to. Now if a rich person accumulate 20%, the
| other shareholders can dilute that rich person. That means the
| rich person has to convince other shareholders that decision is
| correct.
| roguecoder wrote:
| It isn't just the shareholders they have a fiduciary duty to:
| they also have the duty of care, the duty of loyalty, and the
| duty of good faith. Selling to an adderall-addled toddler just
| because he happens to have accumulated more money than any
| person should have could be argued to violate all three.
| riazrizvi wrote:
| The fiduciary duty of the board is to protect the company _as
| an ongoing concern_ that seeks to increase its enterprise
| value, and also to protect the interests of shareholders,
| including minority shareholders.
|
| This is to prevent say a majority shareholder and/or group of
| employees from raiding the business of its value.
|
| So a case for a poison pill might be well made to prevent a
| person from taking a controlling stake to then expose the
| company's IP (code base) because they have some agenda, or
| prevent them running the company into the ground by causing a
| flight of talent, or by breaking some success formula.
| philistine wrote:
| Elon's offer is at the same time an hostile offer, and
| conditional on obtaining financing from banks. This is never
| heard of in the history of hostile acquisitions, and is a BIG
| risk for the board to entertain any attempt by anyone to buy
| Twitter before they know what their loan percentages are.
| krona wrote:
| What's wrong with a leveraged buyout, for example? It seems
| like the norm these days, not the exception.
| colinmhayes wrote:
| Twitter has no equity. There's nothing to leverage.
| samhw wrote:
| Unless I'm missing something, 'leveraged buyout' doesn't
| specify that it's _Twitter 's equity_ which has to be
| leveraged. Off the top of my head, I think Elon Musk has
| some other bits and pieces which he could scrounge
| together for collateral.
| prepend wrote:
| No, leveraged buyout means you use the equity of the
| company purchased as the backing for the loan.
|
| If you borrow from somewhere else it's just a buyout.
| SilasX wrote:
| Hm, that doesn't sound right, and Wikipedia agrees with
| my understanding, that an LBO means the _buyer_ borrows
| money for it:
|
| >> A leveraged buyout (LBO) is one company's acquisition
| of another company using a significant amount of borrowed
| money (leverage) to meet the cost of acquisition. The
| assets of the company being acquired are often used as
| collateral for the loans, along with the assets of the
| acquiring company.
|
| Note how the second sentence says that the assets of the
| purchased company _can be_ part of the arrangement, but
| the "L" in LBO means the buyer's borrowing, however they
| accomplish that.
|
| https://en.wikipedia.org/wiki/Leveraged_buyout
| tyre wrote:
| Twitter already has a lot of debt, far too much to fund
| this.
| hajile wrote:
| Once Elon owns the company, HE is the one taking the risk on
| the loan -- NOT the board of directors.
| dev_tty01 wrote:
| Hmm, not sure I understand what you are saying here. If
| Elon gets a loan using his Tesla stock as a guarantee, the
| risk is solely his. If he puts together a consortium to do
| the purchase, then that group is taking the risk. It
| doesn't matter though, given the Twitter bylaws, if the
| Board doesn't want it to happen it won't happen.
| mdoms wrote:
| Elon's offer is not a hostile takeover, it is just that - an
| offer.
| rufus_foreman wrote:
| Elon's offer is not a hostile offer. He has made an offer,
| management has not yet rejected it. It is just an offer to
| purchase the company, as of now.
|
| If the offer is rejected and Elon continues to attempt to
| gain control of the company, that would be an attempt at a
| hostile takeover.
| freeone3000 wrote:
| I dunno, this seems a lot like a rejection.
| chippiewill wrote:
| The offer is technically hostile because it was
| unsolicited, and the offer was made at the same time he
| indicated he wanted to buy-out the company (usually there's
| a gap).
|
| A more typical way of doing this would be to make a
| proposal directly to the board first. The fact that Elon
| did it in public means he's trying to pressure the board
| (via the shareholders) into taking an action they wouldn't
| otherwise want to take which makes it hostile.
| outside1234 wrote:
| Hostile, in financial terms, is whenever the board or CEO
| did not initiate a conversation around an acquisition, and
| it is just made to the company.
| samhw wrote:
| What? This is not just wrong, it's comical to even think
| of what it would mean if it were true. The board would
| have to clairvoyantly foresee any possible acquirer who
| might be interested in the company, or else reach out to
| _every company and individual in the world_ , stating its
| willingness - or otherwise - to be acquired. That would
| be, uh, quite something.
| jacquesm wrote:
| No it isn't. They key is that management and board are
| against it and the deal is still pursued by the
| (potential) acquirer. It is perfectly possible to
| initiate a conversation regarding an acquisition and this
| is not a hostile takeover per-se though it could develop
| into one.
|
| https://www.investopedia.com/terms/h/hostiletakeover.asp
| jacquesm wrote:
| they->the
| OrderlyTiamat wrote:
| Just to clarify, that does make Musk's offer a hostile
| takeover bid, as is also stated in that link.
| jacquesm wrote:
| Yes it does, and this is underlined by the fact that they
| adopted the poison pill proposal. Though, in the past
| such tactics have been used just to get a better price,
| in investment banking 'no' doesn't really always mean
| 'no', it may just mean 'really, no, not at this price'.
| That said this is already a pretty premium and they might
| end up regretting that move if they really are after the
| money and don't have a different motivation.
| bmitc wrote:
| Musk made an unsolicited, and what seems to be a non-
| investment choice, purchase of almost 10% of the shares
| and wanted to join the board. As far as I can tell, the
| board made his board seat contingent on Musk not buying
| more than 14.9% and Musk said no, and a few days later
| offered to buy the company outright. Now Twitter is
| taking moves to prevent a hostile takeover. That sounds
| like a hostile takeover to me.
| jacquesm wrote:
| I'm not acting at all, I'm just nailing down what a
| hostile takeover bid is because there seems to be some
| lack of clarity about that.
| bmitc wrote:
| I misread the context of your comment.
| jacquesm wrote:
| np, it happens.
| zwily wrote:
| No, right now it is an unsolicited offer. That doesn't
| mean hostile, in financial terms.
| nradov wrote:
| What exactly would be the risk for the board?
| philistine wrote:
| What if Tesla stock tanks (it could happen) forcing Elon to
| sell stock to repay his debt incurred to buy Twitter. He
| could decide to dump Twitter instead in a fire sale,
| massively undercutting its value and hurting it in the way
| Yahoo and AOL were hurt by the constant swaps.
| twblalock wrote:
| Offers aren't hostile. Trying to take over a company after an
| offer has been rejected is hostile.
| jacquesm wrote:
| Not necessarily, the offer could be amended and increased
| that's perfectly normal and still not hostile. Hostile is
| when you pursue _against the wishes of the current owners
| of the company and their management_ , so in other words if
| they have indicated that they are either not for sale or
| that they are not going to sell _their_ shares to you.
|
| You could then try for a hostile takeover by buying up as
| much as you can on the open market and possibly to try to
| get one or two smaller shareholders to sell their shares to
| get you more than 51% (and in some cases more than 66% aka
| a supermajority) to be able to call the shots.
| dev_tty01 wrote:
| Even then, the Twitter board has staggered terms, so it
| is impossible to do a wholesale replacement of the board
| and thereby gain control of Twitter. The board voted
| unanimously to invoke the poison pill provisions in the
| bylaws so it isn't a matter of swaying a small number of
| board members.
| friesfreeze wrote:
| Tender offers can be hostile - a "hostile tender offer" is
| an offer directly to shareholders to buy shares at a
| certain price, without getting the blessing of the board.
| avs733 wrote:
| It would be simple for them to say 'this is not a serious
| offer' no matter the premium that is a good faith way of
| rejecting it.
|
| I could offer them $150 a share tomorrow, contingent on
| financing and would get laughed out of the room.
| aleister_777 wrote:
| You're not the richest man in the world. It works different
| if you happen to be though.
| avs733 wrote:
| Of course it does, but we also have no idea what happened
| behind the scenes and the board does. He turned down
| joining the board last week basically because he could
| act like a troll if he did (I'm being facetious). Calling
| musk the richest man in the world is also kind of silly
| because he's not offering to stock swap for Tesla
| shares...he has a lot of theoretical wealth, which as
| with many factors would play in the boards decision about
| whether this is serious.
|
| My point is that the number on the offer is not an
| objective and singular measure of whether this is a good
| deal for Twitter. Who is making the offer clearly matters
| as well to how serious it is.
| AlbertCory wrote:
| You can read "Barbarians at the Gate" for some 1980s history of
| corporate raiding. Back then, it was pure greed and ego. So
| unlike today [smile emoji].
|
| The "poison pill" defense is very old. I'm not going to defend
| or attack it; it is what it is.
|
| I WILL observe that, once a stock is "in play" it usually gets
| acquired, or at least gets a bunch of new board members.
| ameister14 wrote:
| >I don't understand how any board can implement a "poison
| pill", not just Twitter but Netflix and others, and not be
| found working against the interest of shareholders. Can anyone
| help me understand?
|
| So let's say you put in a shareholder rights plan that allows
| all current shareholders to buy 10 new, discounted shares
| whenever a new shareholder reaches 20% ownership and for every
| share they buy from then on. That effectively dilutes that one
| owner without anyone else, and if they continue to buy it makes
| all the other shareholders much more money.
|
| That's not always legal, but it would help the interests of
| shareholders.
| blackoil wrote:
| More likely he'll withdraw offer and sell his stake, causing
| share price to drop and all shareholders losing real and
| potential gain.
| ameister14 wrote:
| The poison pill was mostly developed at a time when the
| alternative was him selling all the company assets and
| leveraging the company to load it with as much debt as
| possible then give out as large a dividend as he could
| before selling off the stock leaving the company insolvent
| and everyone out of work.
|
| So imagine a company taking $100 million in debt, giving
| all that out as a dividend then the stock price tanking
| through quick sales. Poison pill keeps the company going
| and avoids that fate.
| gengelbro wrote:
| And this course of events is certain why? Because you've
| stated so?
| ameister14 wrote:
| Yeah, I didn't say anything about it being certain. I was
| outlining why it was developed.
| IMTDb wrote:
| > That's not always legal, but it would help the interests of
| shareholders.
|
| Except the guy at 19.9% trying to move up. Considering he has
| _already_ invested quite a lot of money on the company,
| shouldn 't the board _also_ work for him ?
|
| Why should he be treated differently and his share give him
| different "rights" than others people share ?
| kolbe wrote:
| You are digging in the wrong sandbox if your goal is to
| find ethical behavior.
| hedora wrote:
| Wait, if some ETF accidentally exceeds 15%, then what? First of
| all, that'll screw over a bunch of small investors, right?
|
| Second, could Elon swoop in at that point?
|
| Edit: Also, if Elon is reading this, I'll happily buy 14.9% of
| twitter, and vote as part of your block. Just pay me enough to
| cover the sale and taxes, plus 1%.
| mike_d wrote:
| > Edit: Also, if Elon is reading this, I'll happily buy 14.9%
| of twitter, and vote as part of your block. Just pay me
| enough to cover the sale and taxes, plus 1%.
|
| You might want to speak with a lawyer who is familiar with
| inchoate crime.
|
| What you publicly proposed to Elon is a crime, since you
| intend to conceal beneficial ownership of shares.
| kingcharles wrote:
| And inchoate crimes don't require the person to do as you
| commanded them. Just the statement above would probably be
| enough to charge someone. And even if the crime you are
| encouraging someone to commit is impossible (for instance,
| asking Musk to buy 110% of Twitter through you), it is
| *still* a crime for you to have asked him.
| ComputerGuru wrote:
| I'm not sure how the second part of your claim holds up
| if you treat your first contention (with which I agree)
| as a precondition. In particular, I think it wouldn't be
| possible to prove _mens rea_ , which you'd have to do if
| no crime ended up being perpetrated and you're charging
| someone only for the alleged solicitation of an inchoate
| crime?
| kingcharles wrote:
| IANAL, I just play one on TV, so I might have fucked it
| up. Wikipedia seems to have some good and amusing
| examples on their page:
|
| https://en.wikipedia.org/wiki/Inchoate_offense
| friesfreeze wrote:
| Likely wouldn't even get around modern poison pills since
| they often contain "wolf pack provisions" covering multiple
| persons acting in unison.
| epicureanideal wrote:
| Yet another example of something that many people wouldn't
| think would be a crime, but would send them to prison for
| decades!
| PenguinCoder wrote:
| Fuck with rich peoples money, you're going to jail _for a
| long time_. Murder someone in a case of 'mistaken
| identity/residence', go to work tomorrow.
| [deleted]
| JumpCrisscross wrote:
| > _since you intend to conceal beneficial ownership of
| shares_
|
| Promising voting rights doesn't change beneficial
| ownership. Twitter _would_ have precedent, however, to find
| "conscious parallelism" and thus "a de facto control bloc"
| between the commenter and Musk, and thus bundle them for
| purposes of the poison pill's activation [1].
|
| Still, not a crime. Civil dispute under corporate law.
|
| [1] https://www.yalelawjournal.org/comment/unpacking-wolf-
| packs
| mike_d wrote:
| As of January 2021 there is a whole bunch of new
| reporting requirements for beneficial ownership to combat
| money laundering and hiding assets. Structuring a stock
| trade to conceal the actual owner of securities (note the
| parent poster didn't offer to vote HIS shares) and
| failing to file disclosures is absolutely criminal.
|
| The Yale Law article you cite is just about groups of
| investors working together, which is within their rights.
| woodruffw wrote:
| "Publicly proposed" contradicts "conceal beneficial
| ownership."
|
| It's not a crime to publicly finance someone else's stock
| purchases, or even to publicly solicit others to finance
| your stock purchases (it's not "solicitation" in the
| inchoate sense, since the inducement is not towards a
| crime).
| stevespang wrote:
| TheGigaChad wrote:
| beaned wrote:
| Where does the concealment come in?
| samhw wrote:
| Yeah, there's no concealment and no beneficial ownership.
| "I'll vote as part of your bloc" isn't beneficial
| ownership. ( _At most_ it 's delegating the 'control'
| aspect of the equity, but even that is a stretch - in
| context, it's clearly a statement of incidental agreement
| with his opinion on this point, not a total delegation of
| control no matter what he should choose to do in future.)
| rad88 wrote:
| No, "I'll vote as part of your bloc just pay me $50M" is
| obviously not an incidental agreement.
| RC_ITR wrote:
| Even more importantly: pay me to cover the sale is the
| easiest 'piercing of the veil' in the history of time.
|
| Oh so Mr. Musk incidentally wired you billions of dollars
| before the share purchase?
| hedora wrote:
| Agreed, but there'd be no attempt at concealment (I
| didn't know beneficial ownership of shares was a thing),
| so, while it would be dumb to hand me and the IRS a large
| pile of cash, it sounds like it would probably still
| trigger the poison pill, and not be illegal.
| rad88 wrote:
| If doing it above board wouldn't make sense anyway, that
| means the idea is to do something illegal. You'd know who
| controls the board, how many shares the person currently
| buying it has secured, which way votes are going to go
| before they happen, etc. The rest of the shareholders,
| the rest of the whole market, wouldn't. You'd claim (and
| would probably have to in sworn testimony) that billion
| dollar gifts to you from Elon Musk, including your stock
| itself, were incidental.
| goodluckchuck wrote:
| So shareholders aren't allowed to coordinate?
| tsimionescu wrote:
| If you are claiming you own the shares when in fact Elon
| payed for them, you are concealing that Elon is the
| beneficial owner.
|
| If you admit that he is the beneficial owner and you are
| just an intermediary, then the poison pill provision is
| not skirted.
| throwaway09223 wrote:
| > What you publicly proposed to Elon is a crime, since you
| intend to conceal beneficial ownership of shares.
|
| Not really.
|
| Setting aside the other issues, first and foremost this is
| obviously a joke. Prosecution would have to establish mens
| rea for this to rise to a criminal act. Do you think anyone
| could prove true intent for these events to unfold, based
| on this comment?
| elif wrote:
| X AE X-12 buys 15% triggering pill, X sells shares
| immediately to drop price, elon purchases 42.0% equity by
| minting new discounted budget shares?
| [deleted]
| friesfreeze wrote:
| Poison pills often have exemptions for passive investors such
| as ETFs.
| anonu wrote:
| Don't think that's true. ETF fund managers, when faced with
| a corporate action decision, will always vote for whatever
| maximizes their shareholders value.
| friesfreeze wrote:
| Courts have upheld poison pills that treat 13D and 13G
| filers differently. I'd wager most ETFs that hold 5% of
| major public companies are 13G filers. Vanguard files a
| 13G for twitter. To be fair idk what the twitter pill
| will do - maybe it will be more aggressive.
| rosndo wrote:
| An ETF isn't going to "accidentally" exceed 15% ownership of
| Twitter.
|
| Seriously, do you think funds playing with the kind of money
| to buy 15% of twitter often make careless purchases?
|
| >Edit: Also, if Elon is reading this, I'll happily buy 14.9%
| of twitter, and vote as part of your block. Just pay me
| enough to cover the sale and taxes, plus 1%.
|
| Such an arrangement would make Elon the beneficial owner of
| your shares.
| kolbe wrote:
| Barclay's literally forgot to register with the SEC to be
| allowed to issue securities, then issued $15bn of them over
| the course of years, and lost $600m as a result. If you
| think "funds with this kind of money" are any better than a
| pack of chimps, then you should direct that "seriously"
| back at yourself.
|
| https://www.bloomberg.com/opinion/articles/2022-03-28/barcl
| a...
| rosndo wrote:
| Just because one tiny fund screwed up once does not mean
| that it is anywhere near likely that any ETF would screw
| up in a manner that would trigger this poison pill.
|
| $15bn is _tiny_ , presumably we're talking about big ETFs
| like SPY here.
|
| And anyway, you're pretty much agreeing with me. It's
| absolutely possible for a big fund to make a huge and
| hilariously stupid mistake, but this twitter poison pill
| does not meaningfully affect the chances of that
| happening.
|
| In a world where you can shoot yourself in the foot in a
| million ways, it is utterly pointless to speculate about
| this one extraordinarily unlikely situation.
| kolbe wrote:
| What? Barclays is one of the largest financial
| institutions in the world with $1.9tn in assets.
|
| I think we're in agreement that this Twitter thing isn't
| worth the attention, but we are far from agreeing that
| large financial institutions are inherently competent
| because they're large.
| rosndo wrote:
| > but we are far from agreeing that large financial
| institutions are inherently competent because they're
| large.
|
| I don't see anyone making that argument.
|
| Speculating on an ETF "accidentally" acquiring more than
| 15% of Twitter implies a whole different level of
| incompetence than a big ETF ever fucking up big.
| kolbe wrote:
| > Seriously, do you think funds playing with the kind of
| money to buy 15% of twitter often make careless
| purchases?
|
| - You
| rosndo wrote:
| kolbe wrote:
| Good luck with that perspective in life. I'll stick with
| writing clearly. You stick with writing poorly and
| flipping out whenever people misunderstand your
| intentions.
| dang wrote:
| You broke the site guidelines badly in this thread.
| Please don't do that, regardless of how bad another
| comment is or you feel it is. We ban accounts that do
| that because it's so destructive of what this site is
| supposed to be for.
|
| https://news.ycombinator.com/newsguidelines.html
| dang wrote:
| Could you please stop breaking the site guidelines,
| regardless of how bad another comment is or you feel it
| is? You've been doing it a lot, unfortunately, and we've
| already warned you several times. If it keeps up we're
| going to end up having to ban you.
|
| https://news.ycombinator.com/newsguidelines.html
| rosndo wrote:
| What's the problem with my comment? The word "fuck"? The
| fact that the other commenter got offended because I
| pointed out their very real struggles with reading
| comprehension?
|
| I did not call kolbes comments bad, but patiently
| explained where they got it wrong.
|
| I think you're seeing fighting where there's none, at
| least not on my side.
| hedora wrote:
| I was literally wondering what would happen. ETFs are
| supposed to be algorithmically traded right?
|
| There's a race condition between the poison pill being
| instated and the ETF updating their strategy. I wonder if
| a board could maliciously take advantage of that somehow.
| heartbreak wrote:
| ETFs generally aren't managed without human involvement,
| and this poison pill isn't software either. You're taking
| concepts that exist in worlds like Ethereum and applying
| it to normal finance. That's not how it works.
| roughly wrote:
| > An ETF isn't going to "accidentally" exceed 15% ownership
| of Twitter.
|
| No, but an ETF has a defined investment strategy, and if
| enough money comes into the ETF, it could potentially
| trigger this.
| rosndo wrote:
| Do you think big ETFs just buy shares willy nilly without
| any due diligence on company charters and bylaws?
| roughly wrote:
| I'm curious what happens in that case, then - let's say
| hypothetically that SPY has enough cash come into the
| fund that they'll cross that threshold if they follow
| their stated investment policy ("buy the S&P") - what's
| the move, then?
| rosndo wrote:
| They will talk to Twitter board and make an agreement
| with them to not trigger the poison pill, and continue
| buying shares.
|
| Such an agreement would be reached incredibly quickly,
| there would be no need for stopgap measures.
|
| From the article:
|
| > Under the new structure, if any person or group
| acquires beneficial ownership of at least 15% of
| Twitter's outstanding common stock _without the board's
| approval_
| lalaland1125 wrote:
| Buy futures or other assets that will mimic the price.
|
| The stated investment goal isn't "buy the S&P", it's
| "match the price of the S&P".
| roughly wrote:
| How far can you go with that strategy? The derivative
| assets aren't going to fully move with the price, and can
| have much higher volatility than the asset you're trying
| to avoid buying.
| rosndo wrote:
| No, you aren't going to have higher volatility like this
| than you would buy triggering a poison pill like
| discussed in the article.
| quickthrowman wrote:
| If it's a passively managed index fund, then yes,
| absolutely.
| rosndo wrote:
| That is not what passive management means.
|
| For example in the case of SPY, that would go against
| their stated investment objective.
|
| They also clearly state
|
| > the Trust may fail to own certain Index Securities at
| any particular time, the Trust generally will be
| substantially invested in Index Securities
| quickthrowman wrote:
| Alright, then I suppose they'd buy up to 14.9% and then
| create additional long exposure thru swaps or synthetic
| longs using options.
| rosndo wrote:
| Or they'd just hit up twitter's board, enter an agreement
| with them, and continue buying shares as normal.
|
| The poison pill just requires prior approval from the
| board, which they would happily grant in this kind of a
| case.
| thaumasiotes wrote:
| Index funds do, that's pretty much the definition of an
| index fund.
|
| ETFs are a different concept, but a good index fund will
| be structured as an ETF, and it looks like this thread is
| using "ETF" to mean "index fund"? If so, then the answer
| to your question is an unambiguous yes.
| rosndo wrote:
| This is simply incorrect. Index funds still do basic due
| diligence, they would not trigger this poison pill.
| saalweachter wrote:
| ... wouldn't that imply the ETF was 15% of the market or
| market segment overall?
| roughly wrote:
| Yes, which is excessive, I agree, but there's nothing
| mechanically preventing it.
| rosndo wrote:
| So you do agree with me that this is not going to happen.
| hedora wrote:
| > _Such an arrangement would make Elon the beneficial owner
| of your shares._
|
| Thanks for explaining why that won't work.
|
| Presumably, if Elon has a few rich friends, they could use
| their own money, vote as a block, and the board would still
| be screwed.
|
| I wonder what other schemes would work. B corp, maybe?
| doldols wrote:
| > Presumably, if Elon has a few rich friends, they could
| use their own money, vote as a block, and the board would
| still be screwed.
|
| But that's just playing along with the spirit of the
| rules, not a loophole.
| anonu wrote:
| This happened with SKT (Tanger outlets) which is a high
| dividend paying stock in SDY ETF. The ETF was approaching 50%
| ownership stake.
|
| The fund needs to report their holdings. Not all companies
| have a poison pill provision. Not all companies that do have
| a poison pill will activate it. In the case of an ETF there's
| usually a discussion between the portfolio manager and the
| company. They know where they stand. Plus it's not really in
| a passive fund mandate to go activist.
| stubish wrote:
| I imagine if an ETF accidentally exceeded 15% then the board
| would go talk to the fund managers and maybe get them to sign
| some documents. This isn't a computer program that will
| automatically trigger armageddon. It is just some new rules
| that mean if you turn up at a board meeting saying 'haha, I
| just bought your company and you are all fired', the board
| gets to say 'nope, we just issued a bazillion shares and gave
| them to all the existing holders except you, and you now own
| just 14.9%, sorry not sorry for your loss'.
| dm319 wrote:
| This forum is obsessed with stock. Some things are bigger than
| the financial 'value' of a company.
| dan-robertson wrote:
| Isn't it still possible for Musk to make a tender offer which
| then would have to go to a shareholder vote, or for the board
| to accept (or put to shareholder vote) the offer he did make?
| The point of the poison pill is that it prevents a certain type
| of hostile takeover and you may have reasonable opinions about
| whether or not such clauses are good/should be allowed, but I
| don't think they stop takeovers in general, right?
| akvadrako wrote:
| I'm pretty sure a majority of shares of Twitter care about
| making the most money ahead of everything else.
|
| But just offering a 50% premium might not be enough. They'll
| need to pay taxes on the realized gains and they'll need to
| find other places to put their money.
| alasdair_ wrote:
| >They'll need to pay taxes on the realized gains
|
| The bulk of the holders of stock in most public companies are
| institutional investors that don't need to pay taxes on the
| realized gains.
| edgyquant wrote:
| > institutional investors [] don't need to pay taxes on []
| gains.
|
| Elaborate
| akvadrako wrote:
| Why don't they pay taxes on realized gains?
| ceejayoz wrote:
| Because they're largely managing tax-advantaged accounts.
| [deleted]
| s1artibartfast wrote:
| Because they are taxed on annual profit, not capital
| gains. If they sell a stock and buy a different one,
| there is no profit.
|
| The private analogy is a professional gambler. You don't
| pay taxes for winnings on each bet. You pay taxes on what
| you have cashed out at the end of the year.
|
| Tax on individual sales is only a thing for individuals.
| SV_BubbleTime wrote:
| That's been it though. If the board of Twitter isn't
| concerned about what is best for the share folders, a direct
| violation of their fiduciary responsibility, then what is
| their interest?
|
| If Twitter isn't a business to make money to them, what is
| it, and who is it for?
| jungturk wrote:
| A parameter in assessing the relative value of the offer to
| shareholders is the time horizon.
|
| Perhaps the board believes the value of the shares over the
| next year or two is substantially higher than Musk's offer,
| such that they should reject the buyout so that
| shareholders can reap that gain.
| SV_BubbleTime wrote:
| And using past as prologue... how has been the
| performance of Twitter been?
| _3u10 wrote:
| Yeah I made 10% getting in after the disclosure was made. I'd
| actually invest in a twitter owned by Elon and likely ditch
| all my other profiles too.
|
| A platform that makes money and has free speech would be
| wonderful. Maybe he can steal Rogan from Spotify too.
| tyre wrote:
| What's a concrete example of speech that you'd make which
| is specifically banned on Twitter?
| tomcam wrote:
| Not OP but Elon has stated explicitly that all speech
| legal in the USA, so if I had the choice it would include
| parties left, right, and center: Occupy Wall Street, the
| AntiMedia project, Global Revolution Live, President
| Trump, Milo Yiannopoulus (sp?) Alex Jones, Robert Stacy
| McCain, Laura Loomer.
| brian_cloutier wrote:
| I'm not the OP but Twitter has at various times
| suppressed information about covid and covid vaccines.
| They are well intentioned but they occasionally
| overreach.
|
| As a quick example, [1] lists some categories of tweets
| which they will delete. Twitter seems to have overreached
| with category 2:
|
| > Claims that specific groups or people (or other
| demographically-identifiable identity) are more or less
| prone to be infected or to develop adverse symptoms on
| the basis of their membership in that group;
|
| This is nonsense. Your risk increases with your age. Your
| risk increases with your BMI. Men are at higher risk than
| women. Those working in customer-facing roles are at
| higher risk than those who can work from home. Each of
| those statements are apparently banned on twitter.
|
| [1]: https://help.twitter.com/en/rules-and-
| policies/medical-misin...
| nostrebored wrote:
| The interesting thing about Twitter is that people are
| banned arbitrarily and politically.
|
| Take the case of Megan Murphy, a woman who is in a
| lawsuit against Twitter. Rules were added to Twitter that
| were used as a justification for her ban retroactively:
|
| https://www.dhillonlaw.com/lawsuits/meghan-murphy-
| twitter/
| _3u10 wrote:
| Don't have one. Let's go with Trump or Alex Jones. People
| who say a lot of things people don't like but aren't
| illegal or their illegality hasn't been proven in court
| yet.
|
| Instead this is how I'd moderate twitter, when a court
| orders a tweet to be banned or a judge rules that a user
| should be banned that is when the moderation team would
| step in.
|
| I'd also make it easier for people to filter content
| themselves. So if there's POVs they don't want to ever
| see they don't have to see it.
|
| Essentially this would reverse 99% of the mod teams
| decisions.
| PKop wrote:
| Recently there have been many accounts getting banned for
| being critical of US foreign policy in Ukraine conflict,
| disagreeing with western media propaganda around specific
| events. Also many got banned for posting "conspiracy
| theories" around COVID that eventually became
| conventional wisdom like its origin in the Wuhan
| Institute of Virology.
|
| If one disagrees with liberal establishment rhetoric on
| gender issues, you also get banned very quickly. There
| are a bunch of these consensus political issues that are
| off limits for debate.
| stale2002 wrote:
| > What's a concrete example of speech
|
| The example that people use, would be any speech that
| legal within the US.
|
| If it is illegal, then most anti-censorship advocates are
| still fine with it being banned. But generally speaking,
| the best case scenario for them would be all legal speech
| in the US.
| oceanplexian wrote:
| COVID was the biggest one for me.
|
| How many people were banned or blocked by Twitter for
| COVID misinformation, when it turned out that those
| spreading "misinformation" were actually the CDC, WHO,
| and government institutions, and when said institutions
| blatantly lied to the public about masking, vaccines, lab
| leak theory, and lockdowns, Twitter did absolutely
| nothing, except punish the people who criticized said
| institutions.
| politician wrote:
| I'd make them publish their content moderation policies,
| and have all decisions documented and filtered through
| those public rules.
|
| The speech is made in public and should be adjudicated in
| public. Today's Twitter hides its moderation policies and
| decisions. Even though they are a private company (albeit
| publicly traded and the effective public square), this is
| wrong.
| mschuster91 wrote:
| What value does a platform have when people are fed up with
| those who complain about "I want free speech" and leave for
| greener pastures?
|
| Just look at Facebook. It's widely seen as "boomer garbage"
| that's only used as a least-common-denominator resort for
| communication by the target group these days, and
| conspiracy crap groups and peddlers of propaganda are a
| _huge_ part of the reason.
|
| Platforms and societies that fail to maintain some basic
| social order all eventually disintegrate into chaos.
| _3u10 wrote:
| Would you be ok if Trump was setting mod team policy?
|
| Like is this a we need a speech dictator even people I
| disagree with is better than chaos point of view?
|
| Or is this a my point of view should be enforced on
| everyone and platforms should not be allowed to publish
| things I disagree with point of view?
| ahtihn wrote:
| Platforms should be able to censor and ban whoever they
| want for whatever reason. Any other stance violates the
| platforms free speech.
|
| If Trump was on the mod team of a platform, I simply
| wouldn't use that platform.
|
| No one needs to use Twitter. Most people's life wouldn't
| change the slightest bit if Twitter disappeared tomorrow.
| There's no serious argument that the platform has a
| monopoly on anything.
| _3u10 wrote:
| I agree with you fully. There seems to a lot of
| resentment about the idea of twitter not censoring so
| much.
| [deleted]
| BoiledCabbage wrote:
| > The risk portfolio of Vanguard just went up considerably
| because in the case that they fully lose faith in the board,
| they no longer have the option of installing a friendly board,
| they must simply liquidate their holdings. This, in turn, makes
| them more skeptical of further smaller (non-takeover)
| investment because it's more to liquidate and more risk.
|
| It sounds like your interpretation Vanguard's risk profile /
| likelihood and their interpretation differ. And given that I
| trust Vanguard's assessment.
|
| Frankly, if I were an institutional investor, I'd probably
| prefer the poison pill than have Twitter become a toy subject
| to Elon Musk's random political fight.
|
| Wasn't he all in on Doge coin, except he wasn't, and all in on
| bitcoin but then not fully, then some other random alt coin, oh
| and then he's back in on Doge again and how to improve it.
|
| It sounds like sound fiduciary duty to not let your company be
| subject to those whims.
| ineedasername wrote:
| Shareholders would benefit from the poison pill because they
| could buy stock at a nice discount.
|
| Or they could benefit because they believe the new owners would
| be bad for the business.
| litter wrote:
| I just assumed that Elon had no actual plans to win this process,
| but rather use it as a way to first weaken Twitter before
| launching a competitor. The reason for this is because I don't
| see how someone can take over a company where, I assume, a large
| percentage of the core engineers actually want all of the
| censorship and so on, and have pronouns in their bio and all of
| that stuff to signal that they are on the opposite side to Musk
| in a political war. It seems like you would be leading a bunch of
| people that don't like you.
| chernevik wrote:
| Maybe, but I expect the "core" engineers are too busy getting
| things done and doing actual work to care about any of the
| pronoun bullshit.
|
| In my experience, the more someone talks about "social
| justice", the less they have to contribute to any actual
| production.
| paulpauper wrote:
| If elon owns twitter privately he can just go through his
| comments and ban the impersonators on the spot. He has complained
| for years about twitter not doing enough to stop scam
| impersonators. In fact he can ban anyone then. He would literally
| have that power. Conversely, he could also unban anyone. There
| would be no chain of command. Imagine using fakebook but then
| also having the power to ban anyone too. I think he may even be
| able to read private DMs or see accounts who blocked him. It
| could have national security implications if he can read Obama's
| DMs for example.
| hankchinaski wrote:
| you lost me at Obama DMs
| paulpauper wrote:
| i don't understand. I am sure twitter has confidentiality
| procedures. under new ownership this would change.
| hstan4 wrote:
| I forgot, Twitter is definitely where Obama hosts his most
| confidential direct messages he doesn't want anyone else seeing
| codedokode wrote:
| I don't really understand how this "poison pill" is legal.
| Imagine that you own a stock that can be sold at free market at
| $10/share. Then the board decides that whoever buys those shares
| will have to resell them to board members at $1. This means that
| now the price of those shares drops to $1 and you have lost $9
| per share. How this can be legal?
| bingohbangoh wrote:
| Isn't it legal until somebody successfully sues for it to be
| nulled?
|
| The US legal system is kind of based around this adversarial
| situation imo.
| the_svd_doctor wrote:
| Given that it's not a new mechanism and the amount of money
| involved, I assume if it wasn't legal this would have been
| sued into oblivion already.
| bingohbangoh wrote:
| It's been less than a day, do these lawsuits happen and
| resolve within 24hr?
| the_svd_doctor wrote:
| Same. If I own 10% of a company, how can the board just decide
| through some mechanism that I now really own like 8% ?
| eqmvii wrote:
| They can always do that, by just issuing more shares. In
| fact, if you buy X shares, the percentage of the company you
| own could well decline over time. Or increase, in the case of
| stock buybacks.
| adsteel_ wrote:
| Are there guardrails on this? This comment makes it sound
| like the board can print their own money.
| Ekaros wrote:
| There is also question of market demand... There is not
| telling that those shares actually sell at market price.
| JumpCrisscross wrote:
| > _Are there guardrails on this?_
|
| If you've ever wondered why corporations have authorized
| and issued shares, there you go. Increasing the
| authorized share count requires a shareholder vote.
| Issuing shares under that cap does not. When shareholders
| increase the number of authorized shares, they are
| delegating that decision making to the Board.
|
| It wasn't always like this. But as finance sped up,
| particularly towards the end of the 19th century, a
| railroad company which had to hold a shareholder vote to
| raise emergency equity because their free banking
| deposits in Nevada went bust would find itself
| systematically outmaneuvered by the ones who had pre-
| approval to plug the hole. As a result, most corporations
| now authorize the maximum number of shares reasonably
| possible, in almost all cases only moderated by some
| states' franchise taxes varying by number of shares.
| avs733 wrote:
| See also: stock buybacks
| JumpCrisscross wrote:
| Buybacks are more a tax quirk than a control mechanism.
| avs733 wrote:
| sorry, fair and true. My point was more how a company can
| create a difference between issued and authorized shares.
| systemvoltage wrote:
| So far I've tried to understand the poison pill and there
| aren't any satisfactory responses, either on HN or
| elsewhere in the news.
|
| Wikipedia of Shareholder's Rights Plan is skimp in
| details as well.
|
| Everything I hear ostensibly appears to be "That should
| be illegal, makes zero sense". So with no good
| information out there, it seems like no one is an expert
| at this and making up bullshit.
| browserman wrote:
| I'm interested in this assumption that because you do not
| understand something, no one else must either. Is this a
| heuristic you apply to all fields of knowledge, or just
| business law?
| systemvoltage wrote:
| Ignoring the snark, this entire thread is full of
| questions including the top comment.
| joppy wrote:
| Companies do this all the time with share-based compensation
| don't they?
| oconnor663 wrote:
| Actually yes, this is often called "dilution", and it's
| common in companies that are raising money by selling stock.
| I'm sure there are complicated rules about when it's allowed
| and how much is allowed, but I don't know what they are.
| PeterisP wrote:
| Yes, but that mechanism - issuing and selling new shares -
| brings in additional external money to the company so that
| afterwards you own 8% of a bigger pie.
| dlp211 wrote:
| Where do you think all the shares companies offer employees
| come from? They just make new shares. There is nothing
| illegal about this as it does everyone equally.
| codedokode wrote:
| Maybe you are right, but the instant price of stock will
| probably fall down after "dilution", so for example if you
| had $10 000 worth of stock before dilution, and you want to
| sell it the next day, you probably will get less than $10
| 000 because now there are more shares available in the
| market (more supply, but the same demand as yesterday).
| PeterisP wrote:
| No, it is wrong to assume that the instant price of the
| stock will _probably_ fall down after the dilution. It
| _might_ fall, but it might as well increase, which often
| is the case, since the company as a whole literally
| become more valuable (influx of new cash on the balance
| sheet for the issued shares) and it just gained
| significant extra working capital that it can use to
| expand operations.
| natpalmer1776 wrote:
| In this case you rely on a functional rational market in
| ideal business operating conditions.
|
| If I issue more stocks for a meme stock at the height of
| it's popularity it will likely go up in price for reasons
| completely disconnected from the balance sheets and
| future revenue.
|
| Conversely, if I recently started the process for
| bankruptcy and issue more stocks to cover the liabilities
| on my balance sheet, the stock could very well decrease
| disproportionately to the number of issued stocks.
|
| Stocks at the end of the day are based on the market's
| perception of the stock's worth. The market is not a
| single rational actor, rather numerous small irrational
| actors and a few very large highly rational actors.
| Obviously there is a spectrum in between, but the ratio
| of buyers on a given end of the spectrum will influence
| the behavior of a stock to either align or diverge from
| the fundamentals of the company, and not always in the
| way you would intuitively expect.
| Tyr42 wrote:
| I think that's not how it works.
|
| Imagine there are 1000 shares and Elon got 150 of them, bought
| at $50 so he owns 15%. If the board now sells 1000 new shares
| to people who aren't Elon, he now only owns 7.5%.
|
| It's not that you resell to the board
| ericmay wrote:
| Yea but that creates downward pressure in the shares too, so
| there's a natural limit. Elon could just keep buying more and
| the market value of the company won't change. If it _did_
| change I.e. you could issue more shares without changing the
| value of the asset you could just do that all the time from
| the standpoint of the company and raise infinite money.
|
| So it's a question of balance. Twitter can raise the
| fundamental value of Twitter a little bit but there's no way
| they can raise it too much without driving the price down and
| then just having more shares available at lower prices, so
| like you could just buy 2 shares and spend the same amount of
| money.
| pfhayes wrote:
| The board can issue new shares (equivalently, diluting existing
| shares) if it thinks it is in the interest of the shareholders.
| That's clearly what they think of the poison pill, but it's
| harder to argue that for the hypothetical you are describing
| rgbrenner wrote:
| That's not the way it works. So of course it sounds illegal
| because you've made up an illegal scenario.
|
| When the board triggers this clause, they may sell shares to
| existing shareholders at a discount. These are new shares.
| Companies have every right to sell shares outside of the
| exchange they're listed on... and they do that all the time,
| through employee grants or options, for example.
|
| When raising funds they generally sell new shares on the
| exchange, because that's the highest price they can obtain for
| the share.. but they don't have to do that.
|
| And yes, in case you didn't know, companies can sell as many
| shares as they want.
| __turbobrew__ wrote:
| Why doesn't the board just issues shares to existing holders
| whenever Elon goes over 15%? You effectively dilute Elon out
| of getting over the 15%? It seems like the only difference
| with the poison pill is that you have to pay a discounted
| rate instead of getting new shares for free. But if the
| company can issues discounted shares to prevent a takeover
| why don't they just issue free shares to prevent a takeover?
|
| For example, if Elon goes to 16% ownership why doesn't the
| board just distribute new shares to existing owners pro-rata
| to the point where Elon is back to 15%?
|
| All of this seems pretty sketchy to me. I don't see how the
| board is legally allowed to do this.
| repsilat wrote:
| A company can't pay a dividend to some shareholders but not
| others. This action would effectively be giving in-the-money
| call options to some shareholders but not others. Probably
| legal, but pretty dodgy.
| JumpCrisscross wrote:
| > _company can 't pay a dividend to some shareholders but
| not others_
|
| But it _can_ sell shares to some and not others [1]. (This
| was a landmark decision [2].)
|
| [1] https://law.justia.com/cases/delaware/supreme-
| court/1985/493...
|
| [2] https://en.wikipedia.org/wiki/Unocal_Corp._v._Mesa_Petr
| oleum....
| repsilat wrote:
| Thanks for the links. Goodness what a mess of a
| precedent.
|
| Having the board ignore a large shareholder would be one
| thing. Shares give votes, and terms don't turn over every
| day, and we don't kick out politicians as soon as the
| polls turn sour on them. Fine. But if a shareholder has
| enough shares to change the board composition (or just
| _threatens to_ ) the incumbents can just unilaterally
| decide that the challenger owns a smaller fraction of the
| company than they bought on the open market? Maybe it's
| not technically self-dealing, but it's bad.
| [deleted]
| outsb wrote:
| There must be some expectation about the rate of share
| issuance, I think that's what the parent comment is getting
| at. ESOP pools are well understood (and IIRC defined
| upfront). Threatening to sell massively discounted shares
| equivalent to existing shares without even so much as an SEC
| filing about it (as of a few hours ago), that's the part
| where it becomes questionable for me. If the new shares are
| marketable, then this is a defensive measure that actively
| destroys value for all existing shareholders.
|
| A company cannot issue unlimited shares without concern for
| existing shareholders - taken to the extreme, doing so
| reduces the value of all holdings to zero.
| [deleted]
| cmdli wrote:
| Poison pill shares are new shares, issued by the company and
| then sold to existing shareholders (with the exception of
| anybody who owns more than say, 15%). Since these shares are
| sold at a discount to the current market price, it is arguable
| that existing shareholders are benefiting as they now get more
| shares at a cheaper price, while also screwing over anybody who
| is trying to get >15%.
|
| Now, you may argue that it is in the best interest of the
| shareholders to allow the hostile takeover to go through, but
| it appears that the strict mechanics of the poison pill do not
| immediately hurt shareholders.
| JumpCrisscross wrote:
| > _poison pill shares are new shares_
|
| There are many varieties of poison pills [1].
|
| [1] https://en.wikipedia.org/wiki/Shareholder_rights_plan
| kalstone wrote:
| Issuing new shared dilutes the shares that all holders have.
| To benefit they have to purchase more, even though it's at a
| cheaper.
| JumpCrisscross wrote:
| It's based on a constrained interpretation the business
| judgement rule [1][2][3].
|
| [1] https://en.wikipedia.org/wiki/Business_judgment_rule
|
| [2] https://en.wikipedia.org/wiki/Moran_v._Household_Internatio
| n....
|
| [3] https://en.wikipedia.org/wiki/Unocal_Corp._v._Mesa_Petroleu
| m....
| gigatexal wrote:
| Hahaha. Nice. Now musk can take his ball and go home.
| rejor121 wrote:
| I hope twitter burns and people stop using it.
| jdrc wrote:
| Media politics are just as bad as they always were. Typically TV
| and newspapers are ran at a loss by people who carry out
| political favors. I wonder how twitter users feel about being
| herded around like this
| mickotron wrote:
| Elon has a bit of a history manipulating markets to his
| advantage. This could just be that, again.
| mzs wrote:
| >Buyout firm Thoma Bravo approaches Twitter with acquisition
| interest
|
| https://www.reuters.com/technology/buyout-firm-thoma-bravo-a...
| NIckGeek wrote:
| I admire Elon's accomplishments, especially with SpaceX but I
| wouldn't want him in charge of Twitter.
| onelovetwo wrote:
| but the ideas hes mentioning seem reasonable
| philosopher1234 wrote:
| First of all, I don't think they are reasonable. They're
| crass and ill considered. Second of all, it's not just about
| ideas, it's about his personality.
| zionic wrote:
| Basically everything you've posted is wrong, and I
| completely disagree with.
|
| Elon would do an infinitely better job than the current
| leadership, and I struggle to understand the mindset of
| those who say otherwise. I suspect they're either ignorant
| or acting in bad faith.
| MillenialGran wrote:
| My favorite post I've seen about this whole thing is something
| like "Elon Musk desperately wants to be Lowtax and also want him
| to be Lowtax" and that got a good chuckle out of me.
|
| I don't care about Musk or Twitter but I'm glad that somebody
| made a good joke out of this debacle.
| geeky4qwerty wrote:
| Twitter has around 8,000 employees. I fully understand and
| respect the high level of technical skills needed to operate and
| manage such a highly available service, BUT I still can't for the
| life of me figure what the other 7,950 employees do.
| monocasa wrote:
| The few hundred in Boulder work on pulling out some semblance
| of the signals from the noise for advertisers. I imagine
| there's a lot more of those.
| dehrmann wrote:
| Generally, things get harder as you scale because something
| that would have taken a new Postgres table has become a
| distributed systems problem.
|
| You also hit diminishing returns with new features and user
| growth, but when you have hundreds of ~~billions~~ millions of
| users, even marginal engagement gains can multiply out to
| something big, so you have a lot of teams working on features
| that might move the needle a bit.
|
| There are also more regulatory hurdles as you grow, so some of
| the staff just support that.
| mtnGoat wrote:
| Hundreds of billions? Is there a source to this idea that
| Twitter has these numbers?
| dehrmann wrote:
| Nice catch. Yes, millions.
| 1over137 wrote:
| Come now, it was surely a typo, there aren't even that many
| humans!
| edflsafoiewq wrote:
| The rest are bots.
| bjtitus wrote:
| Surely you aren't questioning that Twitter has users beyond
| our Solar System.
| Jensson wrote:
| Yes, things gets harder at scale which is why he said 50 and
| not 5. Depending on how much infrastructure code you do
| inhouse you add another 50 for managing that. If you have
| your own datacenters add another 100 or so if you have a few
| around the world. If you want world class recommendation add
| 100 or so data scientists.
|
| That gets us 300 tech people to run the service.
|
| That is for engineering, those numbers are roughly what I saw
| at Google for these kinds of things. Then Google typically
| has 1 non tech person per tech person, so add in at least as
| many people again. Then since Googles customer support and
| community management is hardly world famous for being good,
| rather it is infamous for being bad, you probably want even
| more non tech people than that. But still, do you really need
| 8000 people for it?
| [deleted]
| ryanSrich wrote:
| One interesting point here. I noticed that Twitter bought a
| design agency a few months back [1] who themselves claimed to
| have dozens of employees. It made me wonder. Why would Twitter
| need dozens of designers on top of the designers they already
| had? I would have assumed they likely had a 10-20 person design
| team. One designer and a few managers for the handful of
| features they have. But then I read a post online that even
| back in 2014 they had north of 59 designers. And given their
| growth since then, they likely have hundreds of designers.
|
| As a founder, engineer, and designer myself. I cannot fathom
| what 100+ designers do all day for an app like Twitter. They
| have to be working on so much overlap, and busy work.
|
| 1. https://techcrunch.com/2021/01/06/twitter-acquihires-
| creativ...
| felixmc wrote:
| internal tools need designers too! not to mention their ads
| platform.
|
| I imagine their content review platform, trust & safety
| tools, etc all have some designers working on them
| [deleted]
| samsin wrote:
| Surely the legal department alone requires more than 50
| employees, considering all the countries they operate in I
| imagine there are many legal requests.
| wpietri wrote:
| Allow me to ruin your now-traditional joke [1] by telling you
| what I saw when I worked there in 2016-7.
|
| First, it's a complex product. Just for the user-facing side of
| things, there are four big codebases: back-end, iPhone,
| Android, and Web. The back-end stuff is very large, generally
| for good reason, and sometimes not. A lot of those good reasons
| relate to performance; with over 100m people using it every
| day, getting the right tweets to the right people is
| challenging, especially given that some people have over 100m
| followers and many users will follow a lot of accounts (I
| follow over 3300, for example).
|
| But the user-facing side is only part of it. A big way the site
| makes money is ads. This is in some ways a more complex problem
| than the user side of things. If you'd like to see, try buying
| an ad on Twitter. They also have a division that does data
| products, including a variety of APIs, and another group that
| has other products for businesses, like tooling for the
| customer support interactions that people expect to handle on
| Twitter.
|
| I of course can't forget their SRE folks, who keep all of the
| machinery humming and make sure all the software is doing what
| it's supposed to. There a quite a lot of people doing
| infrastructural work making tools and products that you never
| hear about and I probably can't list. There's also a good
| developer tooling group that helps keep the developers above
| working smoothly. And let's not forget their internal IT group,
|
| Adjacent to engineering are a lot of really sharp product and
| design people, as well as a design research crew that
| understands the many ways people use Twitter and examine how it
| works for them.
|
| We then must turn to people who handle the social side of this.
| When I worked there, that included a significant staff doing
| policy work, trust and safety enforcement, and handling darker
| things like CSAM and terrorism issues. There were also a bunch
| of people fighting the banal spammers.
|
| And let's not forget the ML people! That alone was a few
| hundred people doing research, creating and improving models,
| and applying them to many of the things I mentioned above.
|
| And at last we come to the kind of things that pretty much any
| large company needs: finance, legal, marketing, government
| relations, sales, computer security, physical security, admin,
| management, and the like.
|
| If you ever wonder this in the future about any company, I
| suggest you look at their jobs site [2], which is always a good
| way to get an idea of what goes on at a company.
|
| [1] e.g.: https://news.ycombinator.com/item?id=17150438
|
| [2] https://careers.twitter.com/en/roles.html
| neilpanchal wrote:
| I gave a try to Twitter's Ad platform recently. Mother of god,
| they've built a giant machine behind the curtains. It has
| terrible UX, but I could, if I wanted to, target a U.S.
| Military retiree that likes creole food, located in Boston,
| enjoys watching Golf and uses iPhone 11 Pro with an older iOS
| version 14. The profiling of users, and the ad-tech machinery
| is _insane_. There is a auto-bidding machine, detailed
| analytics, website tracking scripts, conversion metrics, the
| works. I had no idea. Imagine you build something amazing, but
| no one knows about it - how do you get that thing across people
| that actually _want_ it? It is a hard problem and from my
| little experiment with their advertisement platform, it is
| miraculous. Surprisingly, I 've not seen any article from
| mainstream newspapers that exposes what kind of a goliath Big
| Tech's ad platform is.
|
| You ought to sign up and see it for yourself. Meta & Google's
| Business Platform is similar if not more powerful.
|
| After this revelation, 8000 people entirely makes sense.
| dragonwriter wrote:
| > It has terrible UX, but I could target a U.S. Military
| retiree that likes creole food, located in Boston, enjoys
| watching Golf and uses iPhone 11 Pro with an older iOS
| version 14
|
| So, it's got lots of categories you can target. But...what
| evidence or guarantees are there of _accuracy_ of the
| targeting?
| neilpanchal wrote:
| There seems to be some misfiring because rate of likes
| isn't high (~1 like in 100 impressions), but based on the
| people that like the promoted post it is 100% without
| exception accurate. So, at the least, it is reaching the
| right people. I know because there are currently 500+ likes
| and I've visited every single profile and tried to engage
| with them. Audience is just developers.
|
| I must say, it has been a very positive ad experience -
| receive compliments, 10% retweets, and had several long
| form conversations with strangers on Twitter messages.
| Really fun.
| Maursault wrote:
| > I still can't for the life of me figure what the other 7,950
| employees do.
|
| Management. Hey, it's important. They're people-persons.
| bitwize wrote:
| They talk to the customers so the engineers don't have to!
| anbotero wrote:
| I love these Office Space references
| memish wrote:
| What would you say you do here?
| jurassic wrote:
| notatoad wrote:
| they're the ones who figure out how to make it make money.
| Jensson wrote:
| Easiest way to make money would be to fire 90% of them. 800
| people is hardly a skeleton crew for running a service like
| Twitter, even at global scale, and then you would have plenty
| of profits.
| donio wrote:
| If you are genuinely curious and not just throwing around cheap
| jokes then you could check out their engineering blog to get a
| glimpse:
|
| https://blog.twitter.com/engineering/en_us
| lazyjones wrote:
| I'd imagine that they have to handle all the censorship
| requests made by governments, shareholders and paying users.
| [deleted]
| 14 wrote:
| Anyone care to speculate what his plan B would look like? Could
| he make a twitter clone/replacement then offer existing members
| $50 for their username and password plus x amount of engagement
| on his new site?
| paxys wrote:
| Anyone can make a Twitter clone/replacement. Getting hundreds
| of millions of users to switch over is more complicated than
| just handing them $50, and even that is logistically impossible
| to do.
| fabrika wrote:
| My bet is X.com as a twitter replacement.
| zalebz wrote:
| Backup 1: Make a huge show of dumping 9% of the company at the
| lowest possible share price (that does not trigger any SEC
| scrut6). Deride the current board as inept and having no vision
| for the future of the company. Watch the price plummet and
| acquire the injured version for less than his initial offer.
| Admittedly that doesn't work as well with a 1 year poison pill
| delay the board just triggered.
|
| Backup 2: Continue making Twitter polls that potentially
| steer/force the current management's hand into the changes he
| wants to see implemented regardless.
| dang wrote:
| Related ongoing thread:
|
| _Twitter Adopts Limited Duration Shareholder Rights Plan_ -
| https://news.ycombinator.com/item?id=31042187 - April 2022 (208
| comments)
| fairity wrote:
| People are overlooking the fact that a poison pill will likely
| increase the price of Musk's final offer, and in doing so will
| maximize shareholder value.
|
| Put another way, Musk may be willing to pay a lot more than a 25%
| premium for Twitter (he already said he doesn't care about
| price). Without this poison pill, Musk can force a takeover by
| accumulating shares. With this poison pill, the board has
| leverage to maximize his final offer.
| loceng wrote:
| He said it's not an economic decision, that doesn't mean price
| he pays isn't considered; he also said it's his final offer,
| whether that's just presenting a firm stance as a negotiating
| tactic or not, I don't know; ~$40 billion investment (far less)
| could create a better platform than Twitter with mass but it
| wouldn't be a head start that it looks like he's wanting to
| buy.
| nicce wrote:
| 40 billion is the price of existing users and brand. Almost
| anyone can create a platform even with less than million.
| tomatowurst wrote:
| I don't think its possible for Musk to ever attain 51%,
| everytime the price sinks and he accrues shares, they would
| just choose to issue more shares diluting his equity.
|
| really think Musk knew this ahead of time...but what's his end
| goal i can't figure out. is it to profit off his purchase?
| because if he wanted to acquire 51% this is the worst way to do
| it (creating a hostile board who can at will issue infinite
| amount of shares)
| MrStonedOne wrote:
| propogandist wrote:
| or the stock can be dumped with public fanfare, bringing it to
| a fantastically low price. Then, it can be purchased back, even
| with the 25% premium, likely for the same total price.
| philosopher1234 wrote:
| This is wishful thinking. I doubt elons sale would have the
| effect you expect.
| propogandist wrote:
| did you notice how much it rallied once his position was
| announced? It was the biggest stock move in the company's
| recent history.
| not2b wrote:
| Even before the poison pill was adopted, the evidence is the
| market wasn't taking Musk's offer seriously. That's because he
| was offering $54.20 per share (ha ha, 420), but the stock price
| never closed higher than $48.36. So almost $6/share was left on
| the table.
|
| Part of it is that Musk doesn't have $43B in cash, he'd have to
| raise it or borrow it. He's worth more than that but it isn't
| liquid; as an officer of Tesla there are some restrictions on
| when he can trade. Another part is that many doubt whether Musk
| is serious or if he is playing games again, like the last time
| "420" appeared in a financial announcement from him.
| jollybean wrote:
| Musk could probably raise the money.
| 01100011 wrote:
| The whole thing seems like a stunt by Elon. I don't care either
| way, but it would have been interesting for the board to call
| Elon's bluff and watch him back out at the last minute.
|
| Elon should really focus on his unfulfilled promises to folks
| he already took money from, not playing immature games to keep
| himself on the front page. I don't know what drugs he did with
| his ex-girlfriend, but they don't appear to have had a positive
| effect on his well being.
| ranjitcool1 wrote:
| ranjitcool1 wrote:
| rgbrenner wrote:
| It's definitely just a stunt... he doesn't have the money, and
| said he expects larger shareholders to sign on to the deal...
| so he can take the company private and do great profit-
| maximizing ideas like turning their office into a homeless
| shelter. He's presented no ideas that would increase twitters
| profits or market share. What shareholder would sign up for
| this?
| cloutchaser wrote:
| Wrong. He could probably borrow $43bn against Tesla shares in
| a few weeks at the most. He doesn't have to sell any Tesla
| shares.
| mcintyre1994 wrote:
| Tesla has a rule that you can only borrow 25% of the value
| against the shares. From Money Stuff:
|
| > Or Musk could borrow more against his Tesla stake.
| Tesla's own policies prohibit Musk from borrowing more than
| 25% of the value of his shares, which is barely enough to
| buy Twitter, even ignoring the fact that he has already
| used at least some of that capacity. Of course he's in
| charge of Tesla and its board is famously deferential to
| him, so I guess he could change those policies, but that
| still requires finding a bank to lend him $40 billion
| against his Tesla stake to finance this lark. Tesla's stock
| has quadrupled since mid-2020; if it fell back to mid-2020
| levels -- say because its charismatic attention-seeking CEO
| found a new toy -- then the loan would be underwater, and
| selling out of a gigantic Tesla margin loan does not seem
| like a lot of fun for a bank.
| cloutchaser wrote:
| I didn't know that, thanks!
| Seanambers wrote:
| Well he do own approx 50% of another company worth around
| 100 billion.
|
| I'm sure he could manage to finance this just fine.
| vidarh wrote:
| He also does not need to fund all of it; just enough that
| a bank would be willing to consider the Twitter shares he
| is purchasing as collateral for the rest of the loan.
| LightG wrote:
| You're not allowing for risk and exposure.
|
| This is a lot of money, even for Musk.
|
| I don't see this deal happening. He can't afford it
| (without exposing himself to unnecessary risk). If it
| does go through in the ways described here, he's an idiot
| ... and I don't believe that, despite my personal
| opinions about him.
| 4khilles wrote:
| Why would Twitter profits matter to shareholders after they
| divest?
| tsimionescu wrote:
| The parent believes, based on Elon's own claims, that part
| of his plan of raising the money is to get some existing
| shareholders on board, essentially having them finance the
| deal, obviously by promising them a stake in the future
| private company.
|
| They are also assuming an existing shareholder would only
| do this if they believe the future private Twitter would be
| a more profitable endeavor for them, which Musk's comments
| really shouldn't inspire confidence in.
| mcintyre1994 wrote:
| That does make it seem less serious IMO, given he made
| the same claim about somehow keeping shareholders when he
| pretended he was going to take Tesla private
| 4khilles wrote:
| Ah, thanks for clarifying. I misread the parent's
| comment. Looks like they were referring specifically to
| the shareholders that choose to stay on as investors.
| puffoflogic wrote:
| furyofantares wrote:
| They wouldn't be divested. He's said he intends to allow
| the maximum number of shareholders legally allowed to
| continue as shareholders, that is, the biggest investors
| get to not divest if they want.
|
| GP is implying that since Musk is relying on this in order
| to finance it since he doesn't have 43B in cash.
| GoOnThenDoTell wrote:
| The employee's RSUs?
| 4khilles wrote:
| Good point! I wonder what happens to unvested RSUs in an
| acquisition like this.
| base698 wrote:
| Went through a similar situation where a company was
| taken back private. The RSUs converted to cash value day
| of deal close and had a staggered payout with roughly the
| same vesting schedule.
| throwawaycities wrote:
| The real question is why would shareholders that care about
| profits own Twitter stock? In its entire history there have
| been 2 years it didn't lose money and actually recorded a
| profit.
| aaaaaaaaata wrote:
| The hard part about these companies is user engagement.
|
| Currently, Twitter userbase is ripe for monetization.
| delusional wrote:
| shareholders that have seen how "proximity to musk"=money
| right now.
| diebeforei485 wrote:
| > So almost $6/share was left on the table.
|
| A few when ago when Microsoft announced it was buying LinkedIn,
| the shares were trading around $10-$15 less than the announced
| acquisition price for months. I wouldn't put too much weight
| into any sort of imputed probability from the price.
| ckelly wrote:
| > I wouldn't put too much weight into any sort of imputed
| probability from the price.
|
| It's absolutely fair to impute a rough probability of deal
| closure from the stock price. The whole "merger arbitrage"
| industry works around that premise.
|
| Sometimes the market doesn't think a deal has a 100% chance
| of closing (like MSFT and LinkedIn) and it still closes.
| There were valid antitrust concerns circling that deal, e.g.
| https://thehill.com/policy/technology/298573-salesforce-
| rais...
| diebeforei485 wrote:
| That's not the same as saying the market wasn't taking the
| offer seriously.
|
| > The whole "merger arbitrage" industry works around that
| premise.
|
| If the market price reflected the probability, then an
| arbitrage strategy should not be profitable.
|
| Usually, these folks have better
| experience/skills/knowledge about M&A, antitrust, etc than
| the market average. In other words, the market doesn't
| reflect the probability of an event happening.
| ckelly wrote:
| Yes, I wasn't commenting on the original "taking it
| seriously" language.
|
| > If the market price reflected the probability, then an
| arbitrage strategy should not be profitable > The market
| doesn't reflect the probability of an event happening.
|
| No, the market's implied probability could be right, on
| average, across all deals...and the top merger arb funds
| could absolutely still be profitable by selecting deals
| when they think the market is mispricing the probability
| (for the reasons you mention: better experience,
| knowledge, etc.)
|
| It's like the sports betting market: you can roughly
| impute a team's win probability from the (opening)
| betting line...and even if that's right on average, the
| top gamblers are still profitable.
|
| And, of course, sometimes things with a say, 40% chance
| of happening do happen...so that doesn't mean the market
| was "wrong" about the chance (i.e. your LinkedIn
| mispricing exmaple).
|
| But sounds like we're in full agreement you can't look at
| the implied probability from the market price and draw
| some conclusion about it definitely happening, or
| definitely not happening (e.g. the market not taking it
| seriously).
| diebeforei485 wrote:
| Yeah, I think we're in agreement.
|
| Another point however, about the market voting that the
| Musk takeover won't happen - we can only speculate as to
| why they predict it won't happen.
|
| It doesn't necessarily mean they think he can't line up
| the financing. It could just mean they don't think the
| board will accept his offer.
| s1artibartfast wrote:
| >So almost $6/share was left on the table.
|
| This is only true if the there is no uncertainty.
|
| If you think the value without the takeover is $30, and it is
| trading at 48, and buyout is $54, that means the market thinks
| it 75% likely.
|
| downside -$18, upside +$6 = 75% likely
| umeshunni wrote:
| Interesting. As a point of comparison, when Microsoft bid a
| 62% premium for Yahoo back in '08, Yahoo stock spiked about
| 48%. Doing the math, the market placed the likelihood at
| 48/62=77%.
|
| In other words, the market is wildly optimistic.
| s1artibartfast wrote:
| If it is a general trend on takeover optimism, we should
| play that angle and become millionaires
| vasco wrote:
| It means the market doesn't think it's likely but it doesn't
| mean it's 75%. To illustrate why that makes no sense, if Musk
| had offered $35 instead of $54, the buyout would be much less
| likely, since the price would be way lower and the board and
| shareholders less likely to accept it, yet under your model
| the likelihood would go up.
|
| Estimating probability from price action is something you can
| do, but not like you did it.
| IshKebab wrote:
| Why would the likelihood go up under his model? If Musk had
| only offered $35 and people thought that was only 20%
| likely to happen (for the reasons you listed) then the
| market price would have only gone up to $31.
| sahila wrote:
| Say I offer to buy Apple for a penny/share. The price for
| their shares won't move because of my offer but may move
| from normal market conditions. If the shares increased a
| dollar the day after my offer, would you say there's a
| greater than 100% chance of my offer being accepted?
| mcintyre1994 wrote:
| Where does the $30 come from? The last time Twitter was that
| low was May 2020. There's no evidence that the market values
| Twitter at $30 without Musk's bid.
| nowherebeen wrote:
| It's important to also note that one of Musks strengths is
| marketing. He makes bold claims that makes headlines. We should
| be all used to his charade by now.
|
| A lot of the stuff he claims that actually works has teams of
| people supporting him. Those weren't one man efforts like this.
| espadrine wrote:
| > _one of Musks strengths is marketing_
|
| I don't deny that, but it is not what he is doing here.
|
| I am not sure why people shy away from the obvious: another
| of Musk's strengths is market manipulation.
|
| On 4 April, the announcement[0] of his becoming the largest
| shareholder jumped his Twitter stock[1] from a 73486938x33.03
| = $2.4B purchase to a $3.7B asset, a $1.2B gain.
|
| He sold 371900 stocks, for a $6M gain.
|
| His 14 April announcement[2] of his offer to purchase Twitter
| was likely intended to boost the price further before the
| expected poison pill would justify him divesting everything
| as he stated he would do in the SEC filing[3], thus netting
| an even bigger gain.
|
| It didn't boost as he expected, but the value has remained
| higher than it started at. He will still make half a billion
| and his actions, this time, are hard to sue, since he did not
| lie on anything but intent, which is impossible to prove.
|
| [0]: https://www.cnbc.com/2022/04/04/twitter-shares-soar-
| more-tha...
|
| [1]: https://www.sec.gov/Archives/edgar/data/1418091/00011046
| 5922...
|
| [2]: https://twitter.com/elonmusk/status/1514564966564651008
|
| [3]: https://www.sec.gov/Archives/edgar/data/0001418091/00011
| 0465...
| chalst wrote:
| > He will still make half a billion
|
| These paper profits are hard for him to realise, since he
| has to sell 9.2% of Twitter's stock without the price
| falling. Given the current price depends on his claimed
| intent to takeover, the market will react swiftly to any
| evidence that he is in fact reducing his stake.
| aaaaaaaaata wrote:
| > Given the current price depends on his claimed intent
| to takeover
|
| Does it? Others have argued there has been no effective
| "pricing in" of this "intent", due to...nobody thinking
| it'll happen.
| moonbooth wrote:
| > On 4 April, the announcement of his becoming the largest
| shareholder jumped his Twitter stock[0] from a $2.9B
| purchase to a $3.7B asset, a $779K gain.
|
| You mean a $779m gain
| espadrine wrote:
| Yes, sorry. I also updated the information, since I found
| the SEC purchase filing, which indicates a much bigger
| gain.
| ckdarby wrote:
| Now uses the proceeds of profiting to build a competitor
| jollybean wrote:
| You're missing a couple of points:
|
| 1) It's not a Trumpian charade because many of the things he
| says actually work out. He'd already be done otherwise.
|
| That's what makes it so interesting. I suggest he would buy
| Twitter if he could - and - he benefits from the free PR
| either way.
|
| Yes, it's a bit cynical of him, but the PR is worth it, and,
| it's not like he's playing with election outcomes, or
| starting wars.
|
| 2) We know he's not 'doing it himself' and I suggest his Eng.
| knowledge is way overstated, at the same time he is very
| 'detail / hands on / insightful at that level' and with the
| big vision stuff he gets people motivated. I disagree with
| almost everything he says publicly and loathe is fanboys, but
| he still deserves enormous credit.
| andrepd wrote:
| Not "one of", by far the most important one.
|
| Just look at his totally fully autonomous autopilot(TM),
| coming ~2014~ ~2016~ ~2017~ ~2018~ ~in 6 months~ any day now
| this time I swear.
| memish wrote:
| I see Tesla cars all over the place. I saw rockets take off
| from SpaceX.
|
| What charade?
|
| Also he often publicly thanks, congratulates and credits the
| Tesla and SpaceX teams. Here's a sample:
|
| https://twitter.com/search?q=from%3A%40elonmusk%20%22team%22.
| ..
|
| As you can see yourself, he's saying "great job team!" not
| "great job me!".
|
| I just don't get all these olympic level contortions around
| denying the achievements of an immigrant who made good on the
| American dream, and has done more for climate change than
| literally anyone. This is to be celebrated and embraced!
| [deleted]
| JaimeThompson wrote:
| FSD, Starlink never being jammed in Ukraine, Tesla Solar
| Roofs, and other such things are all things Musk has hyped
| up that are somewhat counter factual.
|
| Why does it matter where he came from?
| ehvatum wrote:
| Because he's an immigrant that made good on the American
| dream. That's a powerful thing - some might even dare
| say, inspiring.
|
| I realize he's white, so it doesn't count, but it should.
| orestarod wrote:
| He was a RICH immigrant that made good on the American
| Dream. Having a truckload of money ready for you before
| you venture out in the world would be inspiring for
| anyone, believe me.
| cute_boi wrote:
| Exactly! Many people underestimate the value of
| privileges'. Privileges' give "unfair" advantage. Anyway,
| there are many people like these and Elon is few among
| them that have successful ventures like Tesla or SpaceX.
| jeremiahhs wrote:
| Proof that he was rich? Everything I've read says he
| arrived to America with a couple grand.
| JaimeThompson wrote:
| Assuming this is correct he had money from someplace.
|
| https://www.investopedia.com.cach3.com/university/elon-
| musk-...
|
| "After two years at Queen's University, Musk transferred
| to the University of Pennsylvania. He took on two majors,
| but his time there wasn't all work and no play. With a
| fellow student, he bought a 10-bedroom fraternity house,
| which they used as an ad hoc nightclub."
| tough wrote:
| https://au.finance.yahoo.com/news/elon-musk-millionaire-
| sibl...
| memish wrote:
| He may have started with less than the median American
| when he emigrated. Rich parent doesn't always equal rich
| kids. The ones that are mostly just consume. It's plainly
| obvious he's not some rich trust fund kid.
|
| Which is why so many people are threatened by Elon's
| success and project their own insecurity onto him.
| Unresolved personal insecurity and envy are a potent
| combination. I promise this is unhelpful and it's better
| to resolve one's own insecurity than to spend time
| projecting it.
| cowsandmilk wrote:
| > He may have started with less than the median American
| when he emigrated
|
| Except it is known that he didn't. There is no need to
| speculate on the facts.
|
| Elon Musk is far more successful than anyone else who
| started with his financial resources. He has outperformed
| everyone in his wealth bracket. There's no need to
| pretend he was abandoned by his family and came to the US
| destitute.
| memish wrote:
| Do we know that?
|
| There are internet rumors vs what he, his mom and brother
| say about him showering at the YMCA and only being able
| to afford one computer when starting Zip2.
|
| That's why I said "may have", because his mom and brother
| aren't non-bias sources, and nor are insecure people on
| the Internet who want to explain away why they have
| achieved little despite having relatively the same or
| more privilege. The latter project this discomfort the
| most aggressively.
| JaimeThompson wrote:
| Very interesting editing to your original post, when
| making such drastic edits that change the tone as much as
| you did it would be useful to make note of them so
| everyone knows.
|
| You asked about things he had said/promoted, or something
| like that, which I listed in the first sentence of my
| response, care to respond to them?
| tempest_ wrote:
| Aha is the American Dream be born to well off parents and
| emigrate to dodge a draft now?
| memish wrote:
| The idea that his success is due to that is another
| olympic level contortion. He wasn't given millions of
| dollars to start, let alone billions. Even if he was, it
| would still be impressive converting that into Tesla and
| SpaceX, as opposed to a yacht.
|
| Realize that most people born to well off parents don't
| do shit. If insecurity needs an outlet, maybe redirect it
| to the rich kids of Instagram, not the guy who is helping
| solve climate change and get us back into space.
| tempest_ wrote:
| I was not really commenting on how he achieved his
| success.
|
| I was commenting on the appeal to the "American
| Dream(tm)".
|
| Though if you want to follow it to the root if he was
| born black in the townships he likely would not have
| amounted to much, no matter how hard he worked it is
| unlikely he would have ever made it out of the country.
| throwaway894345 wrote:
| Seems a little strange to criticize the American Dream on
| the basis of South African apartheid.
| Jon_Lowtek wrote:
| yes, the american dream being "born rich" is the
| postmodern satire re-enactment of the original. It
| features a white african for diversity.
| dm319 wrote:
| I would upvote this as insightful if we were still on
| Slashdot. These one-man pioneers like to further the
| impression that they are the sole reasons for their success,
| but the reality is that we all build on the shoulders if
| giants. I am not shitting on his ability to make his
| endeavours successful - I am just saying that the proportion
| of his responsibility for it is much lower than most people
| think.
|
| I'm not sure what it is about some societies that like to
| make a single person out to be an idol. We see it in team
| sports, scientists who work in large teams, businesses where
| CEOs are deemed several thousand times more of a factor than
| other workers, medicine where doctors are placed on
| pedestals. I guess people like a hero, and the alternative
| explanation, that hundreds of hard working and bright people
| came together to make something happen, is less compelling.
| browningstreet wrote:
| Musk mentions both his team, and his family office, in his
| communications to Twitter, and includes transcripts of
| those in his SEC filing.
| andrepd wrote:
| I would also mod your comment insightful ;) Egocentric
| individualism makes people forget that _everyone_ ,
| absolutely everyone, is indebted to people past and
| present, from his current fellow co-inhabitants of earth to
| the past generations all over the world that bequeathed him
| the world and the culture he inherited.
| newbamboo wrote:
| Ad hom is pushed by the media because "small minds talk
| about people," and that sells ads/clicks. Another example
| beyond personal fanboyism is the vilification of a person
| which surpasses rationality. Or the vilification of other
| groups of people. In all of these you will see fundamental
| attribution error, ignoring the situational factors and
| placing all perceived agency on the individual, like most
| all of our media were doing from 2016-2020. The reality is,
| few humans are all that important in and of themselves, and
| those that are often have become so as the result of
| external factors like the quality of the people that
| surround them, or "luck."
| jcampbell1 wrote:
| This makes no sense because if the market was 100% confident in
| Elon's offer, but saw a 25% chance of a poison pill you would
| end up at the same place. The market was in fact incorrect in
| the likelihood of a poison pill, not Elon's wealth or ability
| to raise funds.
| twoneurons wrote:
| Yes, so many ignorant commments above.. hard to believe
| software developers are so well paid.
| theknocker wrote:
| meerita wrote:
| Now we could see the bias on Twitter. It's way beyond orwellian
| UnpossibleJim wrote:
| So, I'm not very corporate savvy and this might be a very stupid
| question. Is there a NON-culture/political reason for all the
| push back against Musk buying Twitter? From the read, this just
| seem to be opening the door for someone else to try and take
| majority control and pining away for the days of Dorsey (which,
| if looked at objectively, weren't great... just filling an
| opportunity).
| axg11 wrote:
| The pushback is simple: Twitter stock price was higher than
| Musk's offer for most of 2021. We are in a downturn affecting
| the entire tech industry, and it's likely that prices will
| return to previous levels at some point. Elon's offer is a
| lowball and Twitter can bring more value to shareholders with
| or without Elon.
| FFRefresh wrote:
| I don't immediately buy the logic of "Stock A hit a peak of
| $X last year, therefore that is the correct price/valuation,
| and not the lower price it is right now"
|
| If Twitter was worth more, it'd be worth more.
|
| With that logic, you should put a huge chunk of your savings
| into Twitter to benefit from the insight, as it's currently
| trading at 39% below its 52-week high.
| cloutchaser wrote:
| Well, this is exactly what would be argued about in a
| shareholder lawsuit if this deal falls through and the
| stock is back to $30.
|
| In that case I would be terrified as a board member, I've
| basically lost about $15bn of shareholder value for my
| shareholders.
| georgeglue1 wrote:
| I think we have to tolerate a certain amount of
| irrationality from shareholders.
|
| If you bought a $100k home which then dipped to $80k during
| Covid, would you accept an unsolicited bid of $90k?
|
| It's reasonable for some people to take the bid, since you
| could arguably buy another comparable house for $80k and
| pocket the $10k difference, but I think a lot of other
| people would reasonably choose not to.
|
| (I'm not totally sure if this logic scales to board rooms /
| billions of dollars, but curious to hear thoughts.)
| ipaddr wrote:
| You build a home and 10+ years in 2021 it's worth 100,000
| today 60,000 and someone offers you 80,000 for it you
| might sell.
| rvnx wrote:
| If you sold it 80'000 then it means it was worth 80'000,
| not 100'000
| [deleted]
| puffoflogic wrote:
| Indeed, note that the only rational reason not to buy TWTR
| right now is the simultaneous belief that (a) it's not
| underpriced but also (b) Musk will never [be allowed to]
| make the purchase. If you disagreed with either of those
| statements, then it would be irrational not to buy TWTR,
| because either way you'd profit.
|
| I have not bought TWTR.
| soneca wrote:
| The argument is not that is worth more, it is that it can
| be worth more in the future than Musk offer. No one can
| predict the future, but it is a legitimate reason to
| believe it can be worth more than $54 in the future and
| pointing that it was worth more last year is just an
| argument for the belief. Which makes sense to me.
|
| As legitimate as it is to believe that the stock price will
| never again reach $54.
| alephnan wrote:
| > The argument is not that is worth more, it is that it
| can be worth more in the future than Musk offer.
|
| Then it should be priced for discounted future cash flow
| and value.
| parineum wrote:
| The disconnect between you two seems to be an
| understanding of what the price of a stock means.
|
| The stock price today represents what investors think the
| future value might be. The speculation that the dip will
| bounce back is built into today's price.
|
| The reduced price over the high represents the perceived
| risk that it won't return.
|
| Musk values the stock higher than the mean investor.
| thisismyswamp wrote:
| *higher than the highest-valuing person currently in the
| bidding list
| minhazm wrote:
| In 2016 Microsoft acquired LinkedIn at a $26 billion
| valuation, which was at the time a premium of ~40% or so over
| the current price, but still lower than their valuation was
| the previous year. So it isn't unprecedented to accept an
| offer for an amount lower than your all time high Elon's
| offer is a 38% premium over the price it was prior to him
| disclosing his position in the company.
|
| > We are in a downturn affecting the entire tech industry
| Some companies are down more than others, and some are doing
| fine. Twitter revenue is largely driven by ads and they are
| likely also going to be hit by Apple's privacy changes like
| all other ad based businesses. Meta (Facebook) has already
| said they expect ~$10 billion revenue hit from the changes.
| It's feasible to think that Twitter revenue for the year may
| actually drop and the stock price may not recover to the 2021
| levels any time soon.
| pm90 wrote:
| IIRC The Apple privacy changes hit a very specific kind of
| targeted advertising that Facebook was great at monetizing.
| I'm not familiar with Twitters ad platform but it's
| unlikely to have affected them as hard as they hit FB.
| coolso wrote:
| The high price was due to COVID and everyone being stuck
| inside. That's over now and has been for some time.
| defen wrote:
| > We are in a downturn affecting the entire tech industry,
| and it's likely that prices will return to previous levels at
| some point.
|
| So why not take the offer (which is 20% higher than the
| current market price for the stock) and put the received
| cashed into other tech stocks? Is Twitter
| uniquely/excessively down compared to other tech stocks, and
| due for a bigger rebound?
| pm90 wrote:
| Because Twitter is not a hedge fund.
| gitfan86 wrote:
| Twitter wouldn't exist in this scenario from the stock
| holder's perspective. They would get cash and then put
| that cash into other investments of their choosing.
|
| The only way this makes sense is if there is a bigger
| offer incoming OR if the Twitter board has a plan to make
| twitter much more successful in the near term and
| succeeds at that plan.
| myvoiceismypass wrote:
| I think the "not a hedge fund" part is referring to the
| fact that this would be a taxable event for the average
| stockholder. You can't just presto move that same amount
| into another tax stock.
| hedora wrote:
| If this leads to a shareholder lawsuit, the board may need
| to argue they had non public information suggesting the
| stock was undervalued.
|
| At that point, they'll need a good lawyer to explain why
| Twitter chose to omit that information from their SEC
| filings.
| sakopov wrote:
| It seems a little funny to me that people flock to the idea
| that Twitter's market cap in a fed-fueled stock market when
| literally everything was moving up is some kind of true
| valuation for Tiwtter. If anything Twitter is likely trading
| at or very close to its fair value now then it was last year
| when retail was throwing money into anything.
| mcintyre1994 wrote:
| I think the argument is that if long term holders wanted to
| sell at this sort of valuation then they would have last
| year when it was way higher. If there was a bunch of retail
| money fuelling it then they could have took advantage and
| got out but they didn't. So why would they sell now for a
| smaller upside?
| WanderPanda wrote:
| Gamestop is still at 150 so people are still throwing money
| into anything
| moralestapia wrote:
| >Twitter stock price was higher than Musk's offer for most of
| 2021.
|
| That's cute but the past is gone. Twitter is clearly going
| downhill, both with their product and with their management
| (good thing they got rid of Dorsey, but perhaps that was too
| little too late), the stock just follows on that. If
| anything, people like Musk are the ones who still attract
| interest to the platform.
|
| >Twitter can bring more value to shareholders with or without
| Elon
|
| Twitter is on a very dangerous spot right now, their MAUs
| peaked long ago as young people go to other platforms, and
| overall, everyone is a bit of tired of the kind of discourse
| that predominates there, for instance, Trump was banned and I
| STILL find out everything about him because the people there
| (left and right-wing) are absolutely _obsessed_ with him.
|
| Honestly, Twitter is the one social media platform that I
| wouldn't really mind if it just disappeared. At least
| Facebook has some family members in there and some pictures
| from my earlier years. Twitter brings nothing of value to my
| life and I'm sure I'm not the only one who feels like that.
| dnissley wrote:
| Counterpoint: it's not a downturn, just a return to reality.
| Tech stock valuations were sky high in late 2020 / early
| 2021, and even considering recent drops most are still above
| their pre-pandemic levels.
| mdasen wrote:
| Totally possible, but the original question was "Is there a
| NON-culture/political reason for all the push back" and
| "Twitter stock price was higher than Musk's offer for most
| of 2021" is definitely a non-cultural/political reason to
| push back on the offer.
|
| Again, you might be right that Twitter's price was over-
| inflated in 2021, but "it was worth more" is certainly a
| non-cultural/political reason to push back on the offer -
| even if they're wrong about Twitter's long-term value.
| jokethrowaway wrote:
| 2021 was a growth without fundamentals for the entire market,
| mainly funded by currency inflation and government influence.
|
| This bear market is returning to reality and paying the price
| for those profits.
| hajile wrote:
| Their stock dropped along with Facebook and other media
| platforms the second Apple stopped them from tracking users
| everywhere. That's without mentioning the crazy overvalue
| problem such companies already have.
| FFRefresh wrote:
| Surely there is both a status quo and survival bias going on
| with the existing leadership/management team. When you have an
| outside person who wants to change some fundamental things
| about the company, it seems natural that there would be
| resistance.
|
| As an outsider, I'm personally intrigued by the prospect. There
| are two things he's mentioned that I think could be very
| beneficial (outside of freedom of expression) to society:
|
| 1. Transparency - open sourced algorithms for what shows when
| and transparency about moderation decisions
|
| 2. Reduced short-term financial incentives - Given it'd be
| bank-rolled by someone with a lot of money and private, they
| wouldn't need to play the gray area game of increasing
| advertising & data sharing that other sites do.
| ransom1538 wrote:
| "Is there a NON-culture/political reason for all the push back
| against Musk buying Twitter?"
|
| Power. One side wants to have a safe garden where all their
| thoughts are heard with the other side silenced.
| FranksTV wrote:
| Retention of staff. Finding good engineers is exceedingly hard,
| and I imagine there were rumblings of an internal revolt.
| systemvoltage wrote:
| The sad truth is that this is an intense political battle. I
| would personally favor Elon Musk taking over and shaking things
| up, any other position is untenable. And, I am saying this as a
| progressive. I think an open and transparent social platform
| would be great for the society.
|
| The issue is that managerial class of America, both in private
| and public sector, are in bed with each other. The government
| cannot suppress free speech using the frontdoor, but these
| social media companies (Meta, Twitter) as well as Big Tech
| machinery (Google, Apple, Microsoft, Amazon) act as a proxy for
| supressing political speech through opaque algorithms and
| straight up censorship.
|
| We, liberals, used to be exceptionally devoted to free speech.
| Just look up ACLU's cases from the 90's and prior. We were
| against the establishment. Against the managerial class
| crushing labor. Against the fucking 3 letter agencies.
|
| Now, my own party wants to turn America into an authoritarian
| censorship dystopia. It's hard to stand by that.
| [deleted]
| nonethewiser wrote:
| Free speech has turned from a widely held value on the left
| into a narrow technicality.
| Nuzzerino wrote:
| > Now, my own party wants to turn America into an
| authoritarian censorship dystopia
|
| You could start by lobbying to force tech companies over a
| certain size to disclose reasons for users or content being
| removed from the platform. The legislation would have to have
| teeth, naturally.
| binarray2000 wrote:
| Just as the Republican Party has been taken over by neocons,
| the Democrat Party has been taken over by neolibs. They both
| have the same ideas and are never on the oposite sides. That
| is why you see endless and meanilingless wars, media
| conglomerates, censorship, billionaire-class, 3-letter-
| agencies off the leash, workers in diapers.
| aaronblohowiak wrote:
| Even aclu doesn't believe in free speech anymore, at least
| not like they used to
| systemvoltage wrote:
| ACLU has been gutted out and running on fumes off of donor
| class. I'll leave you with guessing who these people are.
|
| Btw, I've never seen my comment go from 6 votes to 0 in a
| matter of 30 mins. Insane.
| troad wrote:
| There's nothing conspiratorial about pointing out the
| close ties between organisations like the ACLU and HRC
| and the Democratic party, if that's what you mean.
|
| Sad truth is, the moment an advocacy group and a
| political party become too close, the advocacy group
| ceases to be effective. This has nothing to do with
| Democrats in particular; cozying up to the Republicans is
| no different (e.g. the NRA).
|
| I'm heartened by the emergence of organisations like FIRE
| that are picking up the baton for free speech in some of
| the contexts where the ACLU has completely dropped the
| ball, but still feel a pang of sadness at the hollowing
| out of the old, bad-ass ACLU.
| systemvoltage wrote:
| Agreed. "bad-ass ACLU" is the perfect description.
|
| > FIRE
|
| What's going to be its immunity against the pests that
| took over ACLU/NRA?
| paxys wrote:
| As a shareholder, either you are happy with the price Musk is
| offering you, or you think the company can do even better long
| term. Twitter is clearly a very valuable asset, considering
| this fight is happening in the first place, so it is not
| inconceivable that >50% of shareholders will want a larger
| buyout. Heck even if you are completely happy with the terms,
| pushing back and asking for more is a standard negotiation
| tactic. They'd be foolish not to try.
| gadders wrote:
| Nope. It's all about people having to protect The Narrative.
| mcintyre1994 wrote:
| Against this specific bid: the price is arguably low and
| holders aren't likely to want to sell at that price. From Money
| Stuff:
|
| > problem with Musk's offer is that it is pretty low. Musk
| points out that $54.20 "represents a 54% premium" over where he
| started investing in Twitter, and a 38% premium over where the
| stock was before he announced his position. But Twitter was in
| the $60s in October, and a lot of its big long-term holders
| seem unlikely to be sellers at $54.20. "'No board in America is
| going to take that number,' said Jefferies analyst Brent
| Thill."
|
| Against the bid coming from him:
|
| - He famously pretended he was going to take Tesla private and
| got in trouble because he was pretending. Takeover offers
| usually don't have that history I guess.
|
| - He doesn't have financing, not even pretend financing like
| when he said he was going to take Tesla private
| ck2 wrote:
| I guess this is old news but Musk's not even the largest
| shareholder anymore
|
| https://economictimes.indiatimes.com/tech/technology/elon-mu...
|
| When are blogs on your own domain name going to come back full
| circle?
|
| Ever since AOL people seem to want to give single corporations
| all their power in walled gardens.
| anonymousiam wrote:
| AlbertCory wrote:
| Bias? Of course it is. It's one point of view. Anyone is free
| to cite one of the thousands of opinions to the contrary.
|
| Would the naysayers say a site was "biased" if it claimed "this
| is a direct threat to our democracy"?
| themitigating wrote:
| This site is littered with hyperbolic opinions
|
| "Twitter's management wouldn't have to worry about being kicked
| to the curb and they can continue doing what they do best,
| restricting conversation and censoring whatever they don't
| like."
| [deleted]
| romanzul wrote:
| I made you a deal
| 3327 wrote:
| soheil wrote:
| > The board voted unanimously to adopt the plan.
|
| I thought @jack would be for Elon taking over and that's why he
| stepped aside a few months ago.
| lesgobrandon wrote:
| soheil wrote:
| > Twitter noted that the rights plan would not prevent the board
| from accepting an acquisition offer if the board deems it in the
| best interests of the company and its shareholders.
|
| It's more like an insurance policy, it doesn't mean they're not
| going to sell if the offer is attractive enough.
| NaturalPhallacy wrote:
| They'd rather tank their own company than allow free speech.
| themitigating wrote:
| What should be allowed?
| NaturalPhallacy wrote:
| Everything legal in the jurisdiction they reside in (USA).
| Sateeshm wrote:
| Why? It's not a government entity.
| [deleted]
| MrStonedOne wrote:
| [deleted]
| politician wrote:
| Twitter's speech moderation policies should be public, and
| all decisions pertaining to speech should be public, and
| there should be a public appeals process before a jury of the
| speaker's peers.
| metadat wrote:
| That's a lot to ask when each user account is free.
|
| You're basically replicating the US Courts Legal System,
| except those on trial pay 0% taxes. Not viable.
|
| Keep thinking though, we need a hero of an idea to make
| forward progress on the question of what strategy is best
| for US-based public companies, and what their role is in
| showing the world what the gold standard for "freedom of
| speech" online looks like.
| itsarnavb wrote:
| I like this description of the problem and the
| suggestion:
|
| > Today on Twitter, as on most social media, justice
| works in a roughly Stalinist style. The normal penalty is
| permanent execution. There is no transparent explanation
| for why an account is executed, before or after the
| execution. It has simply "violated the Twitter rules."
| The public rules are extremely abstract and could
| theoretically justify almost any execution. The private
| rulebook by which the secret police, or "Ministry of
| Trust and Safety," operates, is of course as secret as
| everything about the secret police.
|
| > Of course, it is easy to observe that a two-day-old
| spam account does not deserve a six-month trial, with
| lawyers, before getting the bullet it needs in the back
| of the neck. Due process in this context must not be a
| clone of the IRL judicial system, which is more broken
| than anyone can possibly imagine.
|
| > And there is a simple solution to the problem of
| scaling due process: *scale the level of due process to
| the size of the account*. An account with a million
| (real) followers might well deserve a six-week public
| trial, perhaps even with some kind of counsel. The
| spammer with 20 followers? Any cop can shoot him, as at
| present, and leave the body by the side of the road as a
| warning to others.
|
| > There is a use for online Stalinist justice--it is only
| an injustice when it is disproportional to the user's
| investment in the service. When Twitter is your career
| and any cop can just shoot you, an eerie atmosphere of
| terror pervades everything.
|
| Source: https://graymirror.substack.com/p/the-twitter-
| coup
| politician wrote:
| This is why Twitter needs to go private. The current
| management has no idea how to run a public square without
| falling back to an authoritarian censorship regime.
|
| EDIT: Arguably, much of what I am suggesting can be
| automated cheaply.
| sangnoir wrote:
| Private companies have less transparency than public
| companies. You're hoping the owner will be benevolent and
| okay with losing money indefinitely for the sake of
| transparency, or if that turns out to be the case - that
| ownership will not change (e.g. bought out by Murdoch or
| Carlos Slim)
| politician wrote:
| You misunderstand, it's true that a private company can
| be opaque, but a public company cannot be altruistic due
| to the composition of the shareholders. No one was able
| to prevent the Saudis from buying a major stake in
| Twitter, and the Kingdom is historically opposed to free
| speech.
|
| A publicly traded company cannot solve this problem but a
| private company might be able to.
| cududa wrote:
| It is astonishing how many 'fact oriented' people are opining on
| things they know nothing about, could easily google, are wrong
| about, and how upvoted they are here. I've heard the phrase
| poison pill before. I looked into it for real for the first time
| yesterday. Have maybe spent an hour since reading about it.
|
| How are so many people morally outraged by some complex measure
| they're trying to authoritatively distill and are just so wrong
| about, and didn't even bother to google?
|
| About 60% of this thread can be summed up as
|
| "I'm going to pass this alphanumeric value to this variable."
|
| "But it's an integer"
|
| "No it's not."
| [deleted]
| xenadu02 wrote:
| Isn't this fairly standard? It doesn't stop the board from
| accepting Musk's offer, it just means he can't execute the
| takeover without board approval.
| friesfreeze wrote:
| Technically he could - it would just be ludicrously expensive.
| soheil wrote:
| What alternative does Elon have at this point? Is there a poison
| pill to the poison pill?
| tempestn wrote:
| Fair amount of irony in the exhange at the end. Twitter needs to
| be privately owned, so it can help usher in an age of
| cryptocurrency when everyone can own a piece of everything...
| nikolay wrote:
| I think he should just use a fraction of the price and build a
| bot-free Twitter clone. He has such a massive following, which
| will quickly populate the new platform!
| MrMan wrote:
| so yes to unnattended smart contracts but no to unattended text
| generators?
| bitwize wrote:
| Hello,
|
| We've suspended your Twitter account for violating Twitter's
| rules against attempted hostile takeovers of Twitter.
|
| Your account will remain suspended until you withdraw your bid to
| purchase a majority stake in Twitter. After you withdraw your
| bid, your account will remain suspended for a period of 1 week.
| Further attempts to interfere with the ownership or policies of
| Twitter will result in permanent suspension.
| NoOneNew wrote:
| While reading this, I feel Musk just pulled a Bobby Axelrod on
| Twitter. I'm curious what's about to happen because of it.
| jacobolus wrote:
| A web search indicates that "Bobby Axelrod" is a TV show
| character. What does "pulling a Bobby Axelrod" mean in this
| context?
| NoOneNew wrote:
| His character, along with his foil Chuck Rodes, trick people
| into knee jerking traps. The more "public" of a trap, the
| better for them. A lot of wall street plays in the show are
| based on real world plays. This article read like it came out
| of an episode.
|
| Billions is a great show by the way.
| jacobolus wrote:
| Can you explain Musk's trap and who is being trapped?
| NoOneNew wrote:
| If I knew the play, I wouldnt be sharing it publicly.
|
| My whole point is, Musk made a series of public actions
| that made a stir. One action had the board make a knee-
| jerk decision that seems somewhat logical. He's jabbing
| with his left and the Twitter board seems to have hopped
| to their left and he's maybe going to uppercut, right
| hook, maybe go for a knee or do nothing at all and get
| hammered on martinis or mojitos or whatever a rich super
| villian likes to drink.
|
| This is all a public side show for some greater end down
| the road or Musk made a drunk filing with the SEC. I dont
| know... well, all I do know is what's publicly available
| is pure propaganda to sway the public towards some
| greater play by someone who's going to profit off of
| this. I'm done with my poop now, find someone smarter to
| figure it out.
| philosopher1234 wrote:
| WalterBright wrote:
| Every company I know of that did a poison pill to prevent a
| takeover wound up tanking within a year or two and the
| shareholders wound up with sand.
|
| As a Twitter shareholder myself, the board is making a big
| mistake.
|
| As a legal matter, I don't understand how a board could sell
| shares to other shareholders at a lower price than to the entity
| wanting to buy shares to gain control.
| memish wrote:
| As a shareholder and end user of the product, I agree.
| alphabetting wrote:
| you want to cash out with a 20% bump and be out of the stock
| during a huge tech equity downturn when the stock was over
| 60% higher last year?
| AlbertCory wrote:
| Rookie mistake: the fact that a stock was once higher is no
| indication _whatsoever_ that is "worth" that much. That
| was then, now is now.
| memish wrote:
| It's funny how many people think that means it'll go back
| up. Twitter's stock has been sideways or down most of the
| time. It was $69 back in 2014.
| ISL wrote:
| It has meaning primarily insofar as _other people_ think
| that it might have meaning.
|
| Technical Analysis is madness, but there is method to it.
| AlbertCory wrote:
| Yeah, I don't know much about TA, but I think it probably
| works better for well-established cyclical stocks, not
| for growth (or lack thereof) stocks like TWTR.
| missedthecue wrote:
| I think last year was some serious bubbliciousness, not the
| true value of Twitter and all the other tech companies (and
| shitcoins and NFTs and basically everything else people
| were throwing money at)
| loceng wrote:
| Elon said he'd keep as many shareholders as he's legally
| allowed to.
| matthewdgreen wrote:
| What does it mean to keep shareholders in a private
| company. Isn't there a limit of 2,000 or so?
| hackernewds wrote:
| "Elon said" is not a stamp of trust anymore. Elon also
| said TSLA would accept Dogecoin, which he had accumulated
| prior to communicating it. Then he sold it off.
|
| History should be a lesson here, it's almost Deja Vu with
| Twitter
| bmitc wrote:
| Reminds me of Erlich Bachman in _Silicon Valley_ saying
| "I say a lot of things".
|
| https://youtu.be/XM7_eqtljUg
| kerng wrote:
| Sure thing you can buy stuff from Tesla with Dogecoin.
|
| https://www.tesla.com/support/dogecoin
| jeremiahhs wrote:
| Tesla does accept Dogecoin for some items
|
| https://shop.tesla.com/product/s3xy-mug
| everly wrote:
| Lol, literally two. A mug and a "cyberwhistle".
| colinmhayes wrote:
| And also that tesla was going private at $420 a share.
| mwint wrote:
| If you watch and believe his TED interview from the last
| couple days, there was much more going on there than
| meets the eye.
| guelo wrote:
| His twitter offer is suspiciously $50 + 420 cents
| gameswithgo wrote:
| _jal wrote:
| Poe's law in action.
| ikiris wrote:
| That's your typical small shareholder in a nutshell.
| whatshisface wrote:
| Sure, you take that 20% bump and invest it in Google. Then
| you get 20% plus the tech equity recovery.
| hajile wrote:
| The big reason it tanked was privacy regulations from
| Apple/Android. That's not changing to favor Twitter and
| effectively took away one of their biggest revenue streams.
| That's a big deal for a perennially non-profitable company.
| twblalock wrote:
| A 20% bump with zero risk? Yes please!
|
| Even if you think Twitter stock will go up 20% next year,
| you'd want to take this offer. If you think it will go up
| 50% next year, you might still take the offer because of
| the risk:reward ratio.
| senthil_rajasek wrote:
| Can you give some examples? I know one company that had the
| poison pill provision and did well.
| WalterBright wrote:
| Two companies I'd invested in and lost my shirt on after the
| pp. It left a lingering sour taste. I'd rather not name them,
| I'm still sore about it.
| senthil_rajasek wrote:
| That's fair. I am not sure if "poison pill" is the cause of
| companies going belly up though. Surely, we have
| contradicting examples.
| mcintyre1994 wrote:
| I think the most famous counter-example would be Netflix in
| 2012
|
| https://www.bbc.co.uk/news/business-20214401
| scythe wrote:
| Icahn was claiming that Netflix was undervalued. To be fair,
| he was also angling for an acquisition. But a bid like that
| usually has a half-life; the market trends to a good price --
| and indeed, Netflix _doubled_ in value by mid-2013.
|
| Elon is arguing that Twitter is mismanaged. He already
| probably pushed them on the edit button, even though they
| claimed he didn't. If he's right -- and Goldman Sachs seems
| to agree -- he could have an easier go of it next year.
| wwweston wrote:
| > Elon is arguing that Twitter is mismanaged.
|
| Anyone who thinks this is manifestly true should read this
| take from an ex-CEO of Reddit:
|
| https://twitter.com/yishan/status/1514938507407421440
|
| tl;dr: managing human interaction in any environment with
| limited accountability is a lot harder than it looks
|
| Also, there's the question of by what metrics one would
| argue it's mismanaged. Revenue and engagement trends?
| Profitability trends?
| avs733 wrote:
| By the "I personally don't like your policies" metric.
| scythe wrote:
| I mean, if you take it as a case for why moderation is
| hard, that's fair. But while Elon describes himself
| (identity politics) as a "free speech absolutist", his
| concrete proposals seem to include things like an edit
| button, long-form tweets and some monetization
| strategies.
|
| I think the fairer critique of modern Twitter is that it
| prioritizes the needs of media personalities and PR firms
| over ordinary users, not that it isn't "free" enough. I
| am blandly optimistic about the prospects of things being
| shaken up at Twitter, and for who Elon is, it could
| easily be someone much worse.
| wwweston wrote:
| > his concrete proposals seem to include things like an
| edit button, long-form tweets and some monetization
| strategies.
|
| This sounds like an opportunity to diversify the media
| (and discourse) landscape with a different product.
| whymauri wrote:
| It's not just harder than it looks, I would argue it's
| one of the hardest problems imaginable.
| aahan5 wrote:
| That's only from a content moderation point of view. I
| would argue Twitter is incredibly mismanaged from a
| product POV. Barely any new features, buff Android app
| (at least for me), and Twitter Blue being pretty useless.
| slibhb wrote:
| I read it and am thoroughly unimpressed.
|
| > It is because at Certain Times, given Certain
| Circumstances, humans will Behave Badly when confronted
| with Certain Ideas, and if you are The Main Platform
| Where That Idea is Being Discussed, you cannot do
| NOTHING, because otherwise humans will continue behaving
| badly.
|
| To paraphrase: "Ideas are dangerous, people cannot be
| trusted to argue on the internet because it leads to
| violence, therefore people have to be censored, even if
| the things they're saying are true".
|
| First, the idea that lab-leak theory was related to
| violence against East Asians is highly, highly dubious.
| Second, again and again, I see people arguing that we
| have to dispense with our ideals because they are Too
| Dangerous. At some point you have to realize that these
| people are just cowards.
| wwweston wrote:
| > To paraphrase: "Ideas are dangerous"
|
| More precisely: ideas are powerful, which means they
| _can_ be dangerous.
|
| Anyone who doesn't understand that is actually a deeper
| enemy of discourse than a platform owner who says their
| forum is not a venue for topic X or opinion Y.
|
| Some stop here at a dichotomy: "you want to ban ideas, I
| will be oppressed!" or "I must literally be allowed to
| put my words in your speech vehicle and be given full
| access to its audience without any abrogation of that
| privilege or I am being oppressed!"
|
| Others start to understand what the legal system has with
| both weapons and speech: perhaps there are some
| activities or forms it takes that need nuanced
| consideration. Time, place, manner, associated behavior,
| fire in a crowded theater, threats, etc. You will find
| these considerations where people actually take speech
| seriously.
|
| > Ideas are dangerous, people cannot be trusted to argue
| on the internet because it leads to violence
|
| You seem to be merely summarizing with scorn here rather
| than actually addressing the situations where this
| happens.
|
| It's not hard to find stories where distorted worldviews
| oriented around agentive threats regarding the pandemic
| have led to people threatening and even assaulting health
| professionals. I know some of these people.
|
| You probably know families or acquaintances that have
| banned certain topics from dinner gatherings because they
| lead to heated conversations or even violence. It's not
| that they believe no one should ever talk about them.
| It's that they understand what Wong is talking about
| here: there's problem behavior and carving out a domain
| where the related topic isn't carried is one way of
| fixing it.
|
| And when it's your house that people are yelling or
| coming to blows at, I'll bet you try the same solution.
|
| Arguing on "the internet" is a freedom that has never
| been threatened by limitation that Twitter and Reddit
| have put in place. What's at stake with Twitter and
| Reddit is what Wong describes well here: they're stewards
| of the platform where this is taking place, they get to
| see the effects. They feel an obligation to do something
| about it.
|
| And you know what? Their right to do so as stewards of
| the platform is _also_ a freedom of speech right. And it
| 's every bit as important as an individual's right to
| spout off about whatever it is they want.
|
| The freedoms to watch more strictly are those where the
| state or other entities impose violence or loss of
| physical freedom as a consequence for touching a topic.
| Twitter and Reddit battles are about people's sense of
| privilege.
| slibhb wrote:
| In your long, meandering post that reminds me of the
| long, meandering thread you linked, you claim that anyone
| who supports free speech is "actually a deeper enemy of
| discourse" than a censor. That's creepy Orwellian
| nonsense and anyone "smart" enough to convince themselves
| that up is down should not be making decisions.
|
| This actually isn't hard. Ban racial slurs, "doxxing,"
| calls to genocide, and low effort provocations. Don't ban
| _ideas_ because you 're convinced they are wrong or
| dangerous.
| dm319 wrote:
| > Ban racial slurs, "doxxing," calls to genocide, and low
| effort provocations.
|
| Hey everyone, look here! We have the answer to the thorny
| issue of what governs free speech in clear black and
| white. Twitter, facebook, reddit execs, take note!
| slibhb wrote:
| I could easily do this job. It's not hard, it merely
| requires not being a coward.
|
| But my rate is quite high.
| WalterBright wrote:
| I'd just stick with banning what's already illegal -
| libel, inciting violence, fraud, threats, harassment,
| criminal activity, etc.
| unethical_ban wrote:
| "Low effort provocations" is disinformation, is trolling,
| is spreading knowable lies. Then we agree those should be
| moderated.
| WalterBright wrote:
| > is spreading knowable lies
|
| How about lies like the Earth revolves around the Sun?
| slibhb wrote:
| No, "low effort provocations" has nothing to do with
| "disinformation" or "spreading knowable lies". I am
| genuinly astonished that you think all those things are
| synonyms.
|
| news.ycombinator.com does this right -- moderators rarely
| moderate based on the message or idea in a post and their
| opinion about its truth-value. Rather, posts are
| moderated for being provocative, overly rude, including
| slurs, low effort, and so on.
| unethical_ban wrote:
| I'm making the point that deliberate misinformation _is_
| provocation. Claims without evidence, baseless contrarian
| assertions with no semblance of logic, _is_ provocation.
| Posting snarky one-liner "rebuttals" to a paragraphs-
| long post _is_ provocation.
|
| Not all of those things deserve the same level of
| reaction, but they are a disservice to useful
| conversation and should be moderated/downvoted
| accordingly.
|
| I agree that HN does it correctly, so I wonder where our
| disconnect is.
| wwweston wrote:
| > you claim that anyone who supports free speech is
| "actually a deeper enemy of discourse" than a censor
|
| Not what I said. If you care about speech, try to be
| careful about parsing, interpreting, and summarizing it.
| If something still doesn't make sense, try asking
| questions.
| slibhb wrote:
| It's exactly what you said. I took your dissembling and
| accurately reproduced its message in one sentence.
|
| > More precisely: ideas are powerful, which means they
| can be dangerous.
|
| > Anyone who doesn't understand that is actually a deeper
| enemy of discourse than a platform owner who says their
| forum is not a venue for topic X or opinion Y.
|
| In order to have REAL FREE SPEECH (which you call
| DISCOURSE) we have to CENSOR BAD OPINIONS.
|
| No. Stop playing whack-a-mole with "bad ideas". "X idea
| leads to Y bad thing" is almost always wrong, the world
| is chaotic, no one knows the result of a tweet, and
| people who claim to are just looking for excuse to shut
| down debates they're afraid to have.
| unethical_ban wrote:
| >even if the things they're saying are true".
|
| You added that part in yourself. You seem to be ignoring
| the concepts of disinformation, trolling, and bad faith
| actors.
| slibhb wrote:
| No I didn't. The twitter thread we're talking about used
| "lab leak" as an example of something that had to be
| censored but the author also _admitted he thinks the lab
| leak hypothesis is true_. Something that was true had to
| be censored! (I don 't think lab leak is true, I'd give
| it a ~30% vs ~70% for zoonotic).
|
| I don't care about trolling, it's just a neologism for
| "making a joke" or "taking the piss". "Bad faith" and
| "disinformation" are words used by people who want to
| shut down certain debates.
| Aeolun wrote:
| > I see people arguing that we have to dispense with our
| ideals because they are Too Dangerous. At some point you
| have to realize that these people are just cowards.
|
| We don't have to dispense with the ideal. But that's what
| it is, an ideal. We have to remain pragmatic.
| slibhb wrote:
| It is both funny and sad that this country made it
| through a revolution, a civil war, various recessions,
| two world wars, the looming threat of nuclear holocaust,
| decades of ill-advised military adventurism but
| apparently it's "people arguing on the internet" that
| causes us to stop believing in free speech. Like I said,
| cowards.
| adamrezich wrote:
| it's not that we stopped believing in free speech, it's
| just that, like many other words and terms, "free speech"
| has been "Newspeaked", redefined before our very eyes, in
| our very lifetimes, and all they had to do to accomplish
| it was put the Internet in everyone's pocket and convince
| them it will brainwash them into being evil mindless
| automatons or something, unless The Right People oversee
| and moderate what can and cannot be discussed online.
| literally nobody thought this way 15 years ago.
| Aeolun wrote:
| It's because during those times the crazies could only go
| shout at a street corner, so most people didn't have a
| huge platform.
| Aeolun wrote:
| As insightful as this thread is, Elons reply is gold:
|
| > My most immediate takeaway from this novella of a
| thread is that Twitter is _way_ overdue for long form
| tweets!
| wwweston wrote:
| It's _very_ clever. It redirects of a raft of points Wong
| makes into a narrative Musk is pushing. It probably
| represents one of the reasons why he 's so successful. :)
|
| It also loses its luster on a bit of reflection -- this
| particular novella was in fact published on Twitter, and
| obviously got plenty of attention, including from Musk,
| so it's not exactly clear that Twitter's an unacceptable
| venue for novellas. Also, there's other long-form
| platforms that don't seem to have competed well with
| Twitter so far.
|
| But maybe someone could pull off making such a thing
| work. Which is why personally what I'd like to see Musk
| do is take the assets he was going to use to purchase
| Twitter and build _another_ platform, one with the
| features and values he 's envisioning from the ground up.
| He might have the juice to pull it off, and it would help
| diversify the media landscape and discourse culture
| rather than just being a tug-of-war.
| fortran77 wrote:
| And Disney, twice.
|
| https://www.upi.com/amp/Archives/1984/06/11/Walt-Disney-
| Prod...
| cwkoss wrote:
| Are you going to sell? If not, why not?
| WalterBright wrote:
| I'm considering selling.
| lr4444lr wrote:
| I'm not. Though I wouldn't have been too upset to pocket a
| 20+% gain, I bought at the start of 2022, bolstered by Jack's
| ouster. They need to figure out a paid tier for celebrity
| accounts, cut the fat from the staff (it's really not that
| complex a piece of software relatively speaking), and get
| profitable. Scott Galloway saw the potential well before Musk
| got involved.
| anonymouse008 wrote:
| Read some Matt Levine, he's way more articulate and makes
| finance quite fun. But if I were to take a stab at it:
|
| The market has been so weird recently that stock splits - which
| according to previous theoretical belief do not create
| shareholder value - have in fact increased the share price for
| extended periods. So issuing stock for whatever reason (high
| price, poison pill) could be seen as shareholder maximizing.
|
| One could say diluting the stock so that a particular
| personality cannot buy the whole company could be shareholder
| maximizing as it would entrench ESG held values -- emboldening
| new shareholders to purchase the stock (saving the stock
| price).
|
| And point of information, by diluting rather than selling
| already owned shares, control is not ceded to the potential
| acquirer -- unless the potential acquirer doesn't care about
| the poison pill and will pay the premium for the new issue as
| well.
|
| This is quite fun to watch.
| atmosx wrote:
| Matt is awesome. Super-smart guy, I love his perspective
| although I must admit I rarely read his newsletter nowadays.
| sjg007 wrote:
| I agree stock splits broaden your investor base because you
| are now more affordable. It's psychological magic.
| and-not-drew wrote:
| > The market has been so weird recently that stock splits -
| which according to previous theoretical belief do not create
| shareholder value - have in fact increased the share price
| for extended periods
|
| You're right that theoretically, they shouldn't create value,
| but I think even back to the 80s and 90s it's been shown that
| companies that go through a split tend to out perform the
| market for years after the split. The main reason isn't that
| the split creates value, but rather that companies who go
| though a stock split are usually successful and already on a
| trajectory to beat the market, split or not.
| hackernewds wrote:
| So that selection bias seems to project that buying before
| a share split is actually not an educated+good decision
| and-not-drew wrote:
| I think it still is. I'm going to try to find a source,
| but I saw an analysis where they measured from a year
| before the split, the day the split was announced, and
| the day the split was executed all until one year after
| the split was executed and the returns on all of them
| beat the market as a whole.
|
| That being said, holding before the announcement
| performed the best.
| Majromax wrote:
| > I'm going to try to find a source, but I saw an
| analysis where they measured from a year before the
| split,
|
| There's a bit of time travel / survivor bias with this
| one. A company that has not beaten the market is much
| less likely to split its stock. In other words, if I know
| nothing other than that a company is splitting its stock,
| I can reasonably guess that it's shown good returns in
| recent history.
| and-not-drew wrote:
| Yeah, that was their whole point. Stock splits don't
| cause better returns, but the stocks with the best
| returns are more likely to split.
| JumpCrisscross wrote:
| > _even back to the 80s and 90s it 's been shown that
| companies that go through a split tend to out perform the
| market for years after the split_
|
| Going back to the late 60s [1].
|
| [1] https://www.researchgate.net/profile/Hemang-
| Desai-2/publicat...
| eqmvii wrote:
| IMO, Matt Levine is mostly writing with his tongue firmly in
| his cheek when he suggests stock splits and meme stock antics
| are Rational Things Boards Should Do For Value.
|
| Excellent source for financial news though, I agree!
| 99_00 wrote:
| There is no reason to think that issuing more shares would
| have the same effect as stock splitting because they are very
| different things.
| atsmyles wrote:
| Stock splitting isn't dilution. It is the equivalent of
| breaking a $10 bill into 2 $5 dollar bills. Dilution is just
| printing more $10 bills aka inflation.
| anonymouse008 wrote:
| Though that may be the technical definition, I consider any
| increase in float or number of votes a diluting event
| [deleted]
| sangnoir wrote:
| Isn't your sample biased? Distressed companies are more likely
| to attract takeover attempts (hostile or not) compared to
| healthy ones; and they are also more likely to tank. As far as
| I can tell, Twitter is not in financial distress.
| onelovetwo wrote:
| from my understanding they've been going downhill for quite
| some time.
| guyzero wrote:
| "I don't like it" != financial distress.
|
| From Twitter's 2021 10K:
|
| "FY 2021 Highlights Total revenue was $5.08 billion, an
| increase of 37%, compared to 2020."
|
| 2021 net losses were $221M, which is a big improvement on
| $1.135B in 2020.
|
| Honestly seems like things are really shaping up @ Twitter.
| fullshark wrote:
| I'm actually a bit amazed they aren't profitable yet.
| Hasn't their user base been stagnant/shrinking for years?
| What are they investing in?
| guyzero wrote:
| They were profitable in like 2017-2019. Their financials
| are public, it's easy to see at a macro level where the
| money is going.
| quickthrowman wrote:
| https://www.sec.gov/edgar/browse/?CIK=1418091&owner=exclu
| de
| Kye wrote:
| I'm curious to see how this holds up without the events
| of January 6th driving so many ad impressions.
| onelovetwo wrote:
| https://twitter.com/cameron/status/1514977953079209985
| [deleted]
| [deleted]
| yalogin wrote:
| Not really, as a counter argument, there is every reason to
| believe that Musk will make a mockery of twitter and run it
| into the ground. A social media platform with a lot of
| responsibility is not for someone as egotistical as Musk. If
| Zuckerberg is bad, Musk could be catastrophic.
| WalterBright wrote:
| I'll let you in on a secret: _every_ person who runs a
| company is egotistical. It 's not possible to run a company
| otherwise. You've got to have confidence in yourself and your
| ideas.
|
| Of course, some hide it more assiduously than others. I don't
| mind Musk boasting. He earned it. It's more refreshing than
| the fake modesty of others.
|
| A CEO friend of mind once called me up all worried because
| someone called him arrogant. I told him of course you're
| arrogant. He was shocked. I laughed, and told him to look at
| his accomplishments - who but an arrogant person would ever
| have even attempted those things!
| dm319 wrote:
| Egotistical is quite different to confident. Narcissistic
| and egotistical people often have a fragile self-image.
| Prone to destructive rage[1] with the slightest insult.
|
| [1] like calling someone a paedophile without any evidence.
| rufusroflpunch wrote:
| Elon has run several companies immensely more successful than
| Twitter. He also planned to address some glaring issues on
| the platform. There is almost no question he would have been
| better than current management, which is destroying their
| platform.
| bawolff wrote:
| The companies he run do very different things. I dont think
| there is any garuntee his success will transfer domains.
|
| But it would certainly be interesting to watch.
| jgalt212 wrote:
| > Elon has run several companies immensely more successful
| than Twitter.
|
| Like all things, it depends how you count. The problem I
| see vis a vis Twitter is it's private company and a public
| utility at the same time.
| RickJWagner wrote:
| I don't think it's run like a public utility. Twitter
| takes stances that might seem 'centrist' in politically
| blue areas, but seem biased in red areas.
|
| Personally, I think Musk would run it more fairly.
| dm319 wrote:
| Yes it doesn't fall for the false centre ground.
| LegitShady wrote:
| Twitter is very clearly not a public utility by any means
| tonguez wrote:
| "Musk will make a mockery of twitter"
|
| how do you make a mockery of something whose only purpose is
| to manufacture consent for war profiteering?
| 10u152 wrote:
| Wow, what utter hyperbole. Can you cite any evidence?
| whatshisface wrote:
| The shareholders no longer care what happens to Twitter once
| they are shareholders no longer. (Except insofar as they are
| Twitter users.)
| axlee wrote:
| Tell that to all the employee with shares or options.
| yalogin wrote:
| That need not be what the board wants and long term
| shareholders want. This pressure to accept an offer is for
| institutional (hedge funds) and short term investors. This
| thought process is similar to when the company decides to
| invest in the business at the expense of stock buy backs
| for example, the way Bezos ran Amazon for a long time.
| hamiltonians wrote:
| elon is very popular. how would he run it into the ground
| legalcorrection wrote:
| "Mockery" i.e. not censor people who say things you don't
| like.
| avs733 wrote:
| It's a completely ridiculous narrative to think that musk
| is interested in anyones free speech but his own. We should
| all be more aware of when the narratives billionaires pitch
| about themselves become perceived to be objective reality.
| WalterBright wrote:
| Why is it completely ridiculous?
| argiopetech wrote:
| While I don't dispute that Elon is first in Elon's mind,
| I (perhaps in ignorance) have no reason to believe that
| he wouldn't take a principled stance and apply the
| standard he wants for himself to all. That's certainly
| what he's claimed.
|
| I don't find the assertion that billionaires inherently
| lack integrity a compelling argument. In the spirit of
| honest inquiry, do you know of any reason specific to
| Elon that I should not take him at his word?
| dm319 wrote:
| Because it takes a particular kind of person to become
| that rich and wealthy. When the whole Epstein scandle
| unraveled, it was eye-opening to me that all these people
| intent on being wealthy, powerful and influential, were
| also morally dubious. Elon has clearly sought wealth and
| power throughout his life. Twitter is the most
| influential social network on the planet - maybe he
| thinks that he could transition from the richest person
| in the world, to the most powerful.
| avs733 wrote:
| It's important to note I didn't say anything about his
| integrity.
|
| There's a pretty significant area of scholarly research
| in business and entrepreneurship that criticizes
| "mythicization" of successful individuals.
|
| What those scholars argue, basically, is that media as
| well as business researchers take the words of successful
| people as inherently true and important. The result in,
| say research on entrepreneurs, is that what successful
| entrepreneurs think is meaningful is reported as de facto
| true and important. The critique is not of them saying it
| - it's of others accepting it as valid based on the
| heuristic that successful people must be right. It's a
| critique of the resulting research for not being
| objectively defensible, but instead just reinforcing
| societal norms as reality.
|
| In my comment, my criticism isn't of musk it's of others.
| Believe me, musk, you, me, everyone tells stories about
| our selves and our beliefs from our own perspectives.
| It's how other evaluate and use those stories as
| objective rather than subjective that can be problematic.
|
| C.f,, the other comment replies I got
| martyvis wrote:
| If Elon was really only concerned by his own free speech
| he could easily using the small change in his pocket to
| create elonmusksays.com, have 10 people run it, and his
| daily quips and insights would be there for all to see
| and presumably quoted anywhere and everywhere.
|
| Elon always has bigger plans and ability to execute on
| them then people seem to acknowledge.
| [deleted]
| xyzzy21 wrote:
| rileymat2 wrote:
| Not sure this is true, if they believe the long term outlook
| is higher than the hostile price, they are being good
| fiduciaries.
| sbelskie wrote:
| Are you claiming that this common kind of poison pill
| provision is illegal?
| tuckerman wrote:
| The idea that the board's fiduciary means they must maximize
| profits at the expense of all else is a bit of a myth. Yes,
| they need to look out for their shareholders but they also
| need to do right by the company, and companies can be formed
| for any legal purpose and everyone (the company and the
| shareholders) values things differently. It's generally been
| upheld that the board has a lot of autonomy and, outside of
| gross negligence, is generally protected by the business
| judgement rule.
| tsimionescu wrote:
| > Yes, they need to look out for their shareholders but
| they also need to do right by the company, and companies
| can be formed for any legal purpose and everyone (the
| company and the shareholders) values things differently
|
| The board has a lot of leeway into how they achieve profit
| for the shareholders, but all decisions they make must be
| nominally in the interest of that goal (assuming we're
| discussing a for-profit company such as Twitter). They can
| basically claim anything they do is done in the interest of
| shareholder value and be safe, but if they said "we know
| the company will lose money on this, but we really like X
| so we'll spend company money on it", they would pretty
| clearly be in breach of their fiduciary duty.
| tuckerman wrote:
| At least in Delaware law, a board's fiduciary duty
| involves a duty of care, loyalty, and good faith. While
| acting to maximize their personal interests or
| egregiously working against profits could be considered a
| breach, not trying to maximally make profits probably
| wouldn't be.
|
| All of this would need to be litigated on a case-by-case
| basis, but many modern cases have found that companies
| can freely act to maximize the wages of their employees
| at the expense of dividends or act charitably even when
| there aren't tax breaks.
|
| That said, I'm not sure this really even applies in the
| case of Twitter---I think its not unreasonable to argue
| that the innate value of Twitter is so much higher than
| what Musk is offering that its better for the
| shareholders to wait even thinking purely in terms of
| profits (I would probably personally disagree with that,
| but I don't think its any more unreasonable than plenty
| of other valuations I see)
| tsimionescu wrote:
| Yes, they don't have to _maximize_ profits, but they also
| can 't ignore profit to the benefit of other values they
| deem more important, per the very old but still in force
| Dodge v Ford.
|
| As long as they are not egregiously and obviously acting
| against that goal, or taking decisions without
| deliberation, the law would favor them in any trial that
| only hinged on whether the price offered by Musk was
| better than the market. Basically the burden of proof to
| show that it _could not_ have been a good business
| decision would lie with the plaintiff, and I very much
| doubt that you could build a solid case of that.
| madhadron wrote:
| I mean, saying "We are concerned about a hostile takeover
| attempt by a person who isn't allowed to be an officer of
| a public company anymore because he has show himself
| either unwilling or unable to be a fiduciary for
| stockholders, and we are trying to protect our
| stockholders from him" seems like a slam dunk in court.
| tsimionescu wrote:
| Musk is offering to buy out all stockholders, so if the
| sale goes through, he will be the sole owner of Twitter,
| and all current stock holders will receive cash.
|
| On the other hand, the board can easily say "we don't
| beleive this deal offered by a person who isn't allowed
| to be a public officer of a company anymore will ever go
| through, either because he will retract it or because he
| will be unable to secure funding; and we beleive
| attempting the deal will hurt stock prices and profits
| for current shareholders" and then I agree, it would
| probably be a slam dunk in court.
| tuckerman wrote:
| I don't think Dodge v. Ford isn't a great case to cite
| here for two reasons: 1) I think the trend of accepting
| that corporations can exist for reasons other than to
| generate profit is a post-ww2 phenomenon and this case is
| from 1919 2) Perhaps more importantly, Dodge v. Ford was
| a case before the Michigan Supreme Court and, to my
| knowledge, has never been used in a case in Delaware.
| LocalPCGuy wrote:
| Achieve profit is not the same thing as provide value or
| best interest of. It could be. It does not have to be.
| tsimionescu wrote:
| A for-profit company is there for profit. There is no
| other way to interpret shareholder value in a for-profit
| company, for purposes of discussing fiduciary duty.
|
| Now, providing profit/share-holder value need not mean
| _maximizing_ said profit - it just means that profit must
| always be considered in any business decision, it can
| never be entirely ignored in favor of other things.
|
| Note that not even shareholders get to decide what kind
| of value they expect their board to offer them. That
| definition of value is set in stone by the type of
| corporation. The board of a for-profit company has a
| fiduciary duty to the shareholders of the company as
| pertains to profits.
|
| If 100% of the shareholders of Twitter voted to ask the
| board to sacrifice profit for free speech; and the board
| decided to ignore this request entirely and publicly
| announced they would limit free speech at every trun to
| focus on profits, the shareholders would have no chance
| of winning a breach of fiduciary duty trial against the
| board. The board has no legal duty to uphold some
| abstract values that shareholders hold dear, they only
| have a legal duty to act in the interest of company
| profit as they see fit.
| PaulDavisThe1st wrote:
| > it just means that profit must always be considered in
| any business decision, it can never be entirely ignored
| in favor of other things.
|
| The word "entirely" is doing a lot of work there.
|
| > The board of a for-profit company has a fiduciary duty
| to the shareholders of the company as pertains to
| profits.
|
| This is a dramatic oversimplification that borders on
| falsehood, as you noted yourself in your previous
| paragraph. As a trivial example, the board would be
| entirely entitled to claim that their goal is very long
| term profit maximization, and that this will result in
| decades of losses (effectively Amazon's strategy).
|
| We also now have "Public Benefit Corporation" as a
| codification of a for-profit corporation that does not
| have profit as its primary motivation (at least in 35
| states & DC), but obviously that does not apply in the
| case of Twitter.
| tsimionescu wrote:
| > As a trivial example, the board would be entirely
| entitled to claim that their goal is very long term
| profit maximization, and that this will result in decades
| of losses (effectively Amazon's strategy).
|
| Yes, but that's still a profit based motivation. My point
| was that the board of a for-profit company doesn't have a
| fiduciary duty to represent non-financial interests of
| the company or shareholders.
|
| That is, you can't sue the board of a for-profit company
| because they didn't uphold their fiduciary duty to
| represent your interest of having a free-speech platform,
| even if you had made it very clear that to you this is
| much more important than profits, and even if you owned
| 100% of shares [well, you can sue, but the case will be
| quickly thrown out]
|
| Conversely, the board can always claim that they made
| free speech a priority because they believe that will
| help drive long term profits, even if shareholders asked
| them to focus on profits to the detriment of free speech,
| and even if profits immediately tanked after this
| decision; and they will likely win in a trial.
| hajile wrote:
| We are the largest perennially unprofitable company to
| ever exist. The richest guy in the world offered to
| invest a fifth of his net worth into the gamble of
| turning our company profitable while making our
| shareholders a massive profit.
|
| Instead, we poisoned the system knowing that the stock is
| all but guaranteed to tank massively reducing our market
| cap and hurting our ability to take out still more loans
| to continue our unprofitable venture.
|
| But we're holding true to our other nebulous values.
|
| They'll have a very compelling argument.
| tsimionescu wrote:
| To prove a breach of fiduciary duty, you generally have a
| very high burden of evidence, unless you can show some
| conflict of interest or obvious lack of deliberation.
|
| Otherwise, the business judgement rule is applied, where
| the presumption is that the directors acted in good
| faith, and you would essentially have to prove that it is
| impossible for Twitter stock to grow beyond the current
| offer.
| hajile wrote:
| What answer could they give for their actions that isn't
| immediately disprovable garbage?
|
| Do you really think that discovery would show that this
| was all in good faith?
|
| I'd bet heavily that a lot of ideological discussions
| would be disclosed. As that is completely contradictory
| to what Twitter claims is their goal, bad faith would be
| the only remaining option.
| tsimionescu wrote:
| I would bet that no such ideological grounds would be
| found in discovery, even if it were true, unless the
| board are complete morons to discuss such things over
| email.
|
| Instead, it is easy to expect they would discuss the
| sincerity of Musk's offer (the chance that they may
| accept it only for it to be retracted, as happened with
| the board membership offer), the plausibility of him
| having the required financing, the stock price today vs 6
| months ago compared to the offer, and similar business
| discussions.
|
| I also don't personally believe this is an ideological
| battle at all - it's much more likely to be a financial
| manouever or simple ego-driven ambition by Musk.
| PaulDavisThe1st wrote:
| > The richest guy in the world offered to invest a fifth
| of his net worth into the gamble of turning our company
| profitable
|
| That's his publically stated claim. Whether that's what
| is really going on is another question.
| philistine wrote:
| You gave a very clear example of a breach. To add to your
| point, _Elon 's offer is both conditional on financing
| and too low, so we will implement a poison pill_ would
| never be seen as a breach.
| friesfreeze wrote:
| Under DE law, my understanding is that you are slightly off
| on this.
|
| Boards do have a duty to maximize shareholder value. THAT
| SAID, the business judgement rule provides that judges will
| not second guess the board absent evidence of gross
| negligence or total disregard of duty. This is because the
| Delaware court has decided that judges are not better than
| boards at evaluating business decisions.
|
| BUT! Overcoming the BJR is very difficult unless management
| stupidly says the quiet part out loud.
|
| Dodge v. Ford is a celebrated case in this regard because
| Ford basically said at trial "Yeah my main consideration in
| taking [specific action] is not maximizing shareholder
| value" and the judge was like "Haha no, that's not how any
| of this works - you can't do [specific thing] now." But if
| Ford was like "Yeah [specific thing] would be GREAT for
| shareholders" under the BJR the judge would have been like
| "Okay, great, keep doing what you are doing. How could I
| possibly know better than you?"
|
| Also there is no "need to do right by the company" -
| squeezing value out of the company and all of its
| stakeholders is completely consistent with the duties of
| the board members. How else would the private equity
| industry exist? (jk!)
| luckydata wrote:
| you're confused. It's not the law that said boards have
| duty to maximize shareholder value, it was Jack Welch,
| gone but not soon enough.
| JumpCrisscross wrote:
| > _have a duty to maximize shareholder value_
|
| Not to maximize profits. Courts give companies a wide
| berth in defining shareholder value.
| friesfreeze wrote:
| Right, though I don't think it is so vague as to be
| meaningless. The stakeholder / shareholder value debates
| in corporate governance play on the extremities of this
| distinction a lot, with the current koan being that what
| is good for stakeholders is good for shareholders.
| JumpCrisscross wrote:
| > _don 't think it is so vague as to be meaningless_
|
| It's not, particularly in the context of takeover
| defenses. There were cases in the 80s where Delaware
| ruled that only shareholder interests--not all
| stakeholders'--can be considered when a Board uses its
| "business judgment" to deploy a poison pill. But
| shareholders can have aims other than maximizing profit,
| and companies are free to respond to them.
| friesfreeze wrote:
| Right, though it is an interesting question of whether
| those values either have to be (1) directly fiducial (2)
| couched in some theory of fiducial return or (3) can be
| entirely non-fiducial. Doesn't really mean much in
| practice because management can always just cover their
| ass by saying that the other aims are also good for the
| bottom line - even if it is nonsense.
| tuckerman wrote:
| I said this below but I don't think Dodge v. Ford is
| particularly really plays much into modern case law
| outside of the judgement rule. To my knowledge, it's
| never been cited in Delaware (against the board at
| least).
|
| A case that stands out more to me (being both more modern
| as well as at the federal level) is Burwell v. Hobby
| Lobby: "While it is certainly true that a central
| objective of for-profit corporations is to make money,
| modern corporate law does not require for-profit
| corporations to pursue profit at the expense of
| everything else, and many do not do so." in reference to
| furthering religious goals instead of profit. (https://su
| preme.justia.com/cases/federal/us/573/682/#tab-opi...)
| friesfreeze wrote:
| I hear what you are saying. Hobby Lobby is an important
| case but to me Hobby Lobby doesn't really implicate the
| same policy concerns. Hobby Lobby was a closely held
| (read family held) private corporation. I agree that the
| language is dramatic, but I don't really think it the
| case has much to say about the duty to maximize
| shareholder value in widely held or public companies.
|
| I read that quote from Hobby Lobby as saying "Sure, where
| you own the whole thing you can do what you want,
| whatever, it's not like you are hurting any other
| shareholders" but I would hesitate in relying on getting
| that type of language in other fact patterns.
|
| Note that the plaintiff in Hobby Lobby was the secretary
| health - not a disgruntled shareholder.
|
| Edit: a word
| ChicagoDave wrote:
| 90% of Twitter stock is held by institutional investors. Feel
| free to sell your shares. No one will notice.
| WalterBright wrote:
| Did I give the impression anyone would? I pointed out that I
| have a financial stake in Twitter in order to show that I
| have skin in the game that contributes to my pontifications
| on the topic. I'm not merely a disinterested observer.
| robbomacrae wrote:
| Can't Elon just loan his money to some close acquaintances to buy
| 15% each in their name who will vote his way?
| rchaud wrote:
| You can't press a button and buy that much stock. You'd likely
| have to buy from portfolios of hundreds of investor funds and
| family offices. Word gets around, and you'll have to jack up
| the bid with each successive call.
|
| You'd also have to buy in large volumes on the public markets
| as well, so that'll bid up the price,providing a rationale for
| the board to reject the offer as undervalued.
| robbomacrae wrote:
| But that doesn't seem any different to the process he would
| have to go through personally if he was allowed to obtain
| more than 15% himself without triggering the poison pill. I'm
| sure this makes it more difficult I'm just wondering, given
| the stakes involved, what is actually stopping this work
| around?
| chippiewill wrote:
| Elon doesn't actually have the cash on hand to buy 51% of the
| company at market rate (he could release the equity from Tesla
| or something, but that would be expensive), he wants to do a
| leveraged buy-out which means we wants to get some other
| investors to go in with him on the deal at the figure he
| outlined.
| robbomacrae wrote:
| Yeah that is in the same ballpark as (and probably more on
| the money than) my suggestion. If he gets a few more big
| shareholders on his side then he could simply put in
| proposals and sway the retail investors into following.
| sfmike wrote:
| People arguing about one ai engineer point are missing the
| philosophical premise that spam and bots to some extent help with
| free speech and thwarting them are a form of censorship. Which
| would be antithetical to the argument of taking over for reasons
| of free speech.
| xyzzy21 wrote:
| And then the board and executive get sued for failing to maximize
| shareholder value. It's literally a violation of federal law.
| tomhoward wrote:
| The fiduciary obligation is to act in the company's (not
| shareholders') best interests, not to maximise (short term)
| shareholder value. If the board has grounds to believe they can
| increase the value of the company over the long term by more
| than Musk's present offer is doing, they're right to do this
| and are legally safe.
| gdulli wrote:
| Often repeated, but not true: https://caselaw.findlaw.com/us-
| supreme-court/13-354.html
| SalmoShalazar wrote:
| You've posted this several times in this thread and it is not
| correct.
| perardi wrote:
| Even if that was really a law, which it isn't...
|
| ...what if they board believes they are maximizing shareholder
| value in the medium or long term? What if they sincerely
| believe Musk would be a fickle CEO, and would make changes to
| the platform that would harm ad growth?
| themitigating wrote:
| I wish hackernews had more moderation and could ban people for
| lying
| dudeinjapan wrote:
| Is anyone else reminded of Tom Lehrer? Poisoning (Twitter)
| pigeons in the park...
| https://www.youtube.com/watch?v=QNA9rQcMq00&t=20s
| gadders wrote:
| The Narrative must be protected at all costs.
| giorgioz wrote:
| Some research on shareholders % of Twitter, Tesla, SpaceX and
| Square I made online in 15 minutes:
|
| TWITTER biggest shareholders: 1. Vanguard 10.3%
| 2. Elon Musk 9.2% 3. Morgan Stanley 8.4% 4.
| BlackRock 6.5% 5. State Street Corp 4.5%
| ?. Jack Dorsey 2.25%
|
| TESLA biggest shareholders: 1. Elon Musk 17%
| 2. Susquehanna Securities 6.5% 3. Capital World
| Investors 4.9% ?. Kimbal Musk 0.07%
|
| SPACEX is still private but it seems that: Musk
| owns 48%-54% of outstanding stock and 78% of voting rights
|
| SQUARE (squareup.com) shareholders: 1. Jack
| Dorsey 12.7% 2. Morgan Stanley 6.8% 3.
| Vanguard 6.3%
| memish wrote:
| Some points from the All in Pod.
|
| 1. The Twitter board of directors has become a status thing. It's
| like a country club. They don't have real skin in the game; they
| don't own much stock. They're not aligned with the shareholders.
| It's about status and cultural power.
|
| 2. Why should we believe that the company will become more
| valuable when the stock price is where it was way back in
| December 2013? Compare to how the S&P or Tesla did during this
| period. Twitter has languished for a long time.
|
| 3. They should put it to shareholder vote.
|
| 4. One AI engineer from Tesla could solve Twitter's bot and spam
| problem.
|
| 5. The elites have somehow inverted history so they now believe
| that it is not censorship that is the favored tool of fascists
| and authoritarians, even though every fascist and despot in
| history used censorship to maintain power, but instead believe
| free speech, free discourse, and free thought are the instruments
| of repression.
| 9935c101ab17a66 wrote:
| I'd never heard of All in Pod, and so I listened to the section
| from 43:00 on about this being a 'free speech' issue.
|
| Quick takeaways:
|
| - The frequent pejorative use of the term 'elites' as a
| catchall for literally anyone they disagree with is hilarious.
| Their explanation of Musk being the iconoclastic 'anti-elite
| elite' sounds like Ayn Rand fan-fic written by a 14 year old
| who just read the Wikipedia plot summary for Atlas Shrugged. -
| What does 'inverting history' even mean? It seems to be another
| example from Glenn Greenwald's vast and vitriolic argot. (I'm
| sure Glenn Greenwald is another commendable 'anti-elite
| elite'). - Paraphrasing: "journalists 20 years ago would have
| been defending the first amendment!" -> this is _not_ about the
| first amendment. The first amendment protects your ability to
| speak freely from government imposed restriction or
| suppression. Ironically, twenty years ago the press
| /journalists and even government officials were experiencing
| one George Bush's sweeping censorship efforts
| (https://www.americanprogress.org/article/think-again-the-
| bus...).
|
| Anyway, the hosts wistfully allude to the past, with references
| to society's 'public square' and people having the ability to
| say whatever they wanted with no repercussions. This is
| nonsense. Broadly, you can absolutely say whatever you want
| online -- it's easier than ever.
|
| That doesn't mean:
|
| 1) Twitter is required to provide a platform for you to abuse
| and harass people, or spout opinions they deem to be offensive,
| damaging, or misleading. That's their choice. 2) Free speech
| has never been consequence-free. To quote Michael Hobbes:
| "Voicing your opinion in public has always carried the risk of
| being shamed or shunned."
|
| Finally, I will concede that twitter has suffered from poor
| growth, and a change in leadership could be a good thing for
| the company. But the board also has a responsibility to protect
| minority shareholders from people exactly like Elon. Their
| resistance to his efforts may have nothing to do with the
| vague, insulting and unsubstantiated allegations you and the
| podcast hosts make (It's a 'country club', board members are
| only acting against musk to protect their 'status', etc).
| Rather, they may quite reasonably believe that a vainglorious
| egomaniac who has been repeatedly sanctioned by the SEC may, in
| fact, not be the ideal owner of a social media company.
|
| Ps.
|
| > 4. One AI engineer from Tesla could solve Twitter's bot and
| spam problem.
|
| Do you really, seriously think this is true? It comes across as
| deliberately inflammatory, and you and I both know it's not
| true.
| dmix wrote:
| > Voicing your opinion in public has always carried the risk
| of being shamed or shunned
|
| This is an argument in favour of a more liberal model is it
| not? Just not a centralized system that takes a dictatorial
| role in socially isolating people for having bad ideas. The
| analogy would make more sense if there was a benevolent
| gatekeeper blocking you from coming back into the public
| square (or even all big public squares) because you said
| something controversial.
|
| Otherwise cultural free speech people want ideas to be openly
| challenged, not efficiently silenced by the system.
|
| Harassing people is something I think most people agree
| crosses a line, in the same ways it's a criminal act. But
| even here Twitter does a poor job at that by taking a very
| broad interpretation, for example it punishes people for
| publicly disagreeing with someone while also being popular,
| because their fans decided to brigade a person, then banning
| the parent for 'causing it' (without ever directly
| encouraging or supporting such a thing).
|
| There's a hundred ways to do this better than
| Twitter/Facebook/Reddit without throwing the baby out with
| the bath water.
|
| Trying to accuse every person who wants a very limited scope
| for wanting Ayn Rand style anarchy is disingenuous.
|
| Otherwise I'm not a fan of "All in" pod's analysis.
| diebeforei485 wrote:
| > the board also has a responsibility to protect minority
| shareholders from people exactly like Elon [...] they may
| quite reasonably believe that a vainglorious egomaniac who
| has been repeatedly sanctioned by the SEC may, in fact, not
| be the ideal owner of a social media company.
|
| This was covered towards the beginning of the podcast.
| Legally, the role[1] of the board in this situation is to get
| the best stock price, and not about the future fate of the
| business.
|
| 1. https://en.m.wikipedia.org/wiki/Revlon,_Inc._v._MacAndrews
| _%....
|
| (HN is truncating the final . in the link)
| beebmam wrote:
| Why should a company be forced to carry, host, and service the
| speech of others?
|
| If Twitter is a monopoly, apply anti-trust laws to it and break
| it up. If Twitter isn't a monopoly, then they should every
| right to decide what their service does, as long as it's within
| the law. If you don't like the current laws, change them.
|
| I am totally, 100% opposed to privately owned companies being
| forced to carry speech that they don't want to carry. That
| itself is a violation of the free speech of people that operate
| businesses.
| [deleted]
| TomSwirly wrote:
| > One AI engineer from Tesla could solve Twitter's bot and spam
| problem.
|
| Translation: "AI is a magic spell! I can take someone who's
| been working on vision recognition, and they alone could wish
| all our bots and spams away, with the magic of AI."
|
| > The elites
|
| Oh, god, here comes the libertarian spiel...
|
| > but instead believe free speech, free discourse, and free
| thought are the instruments of repression.
|
| Translation: "I want the right to tell any lie I please without
| consequences. I want the right to be able to scream at people
| on the Internet and keep my account. If I can't call someone
| racist names on the Internet, it's because you're all Fascists
| and authoritarians!"
| [deleted]
| [deleted]
| memish wrote:
| That translation is projection, nothing more.
| honeybadger1 wrote:
| I am sure you are the life of the party.
| darth_avocado wrote:
| > One AI engineer from Tesla could solve Twitter's bot and spam
| problem
|
| I think you underestimate how hard the problem is or you don't
| fully understand how it works. The scale at which Twitter
| operates makes it near impossible to take down spam in real
| time. You don't think Twitter is working on it, but they are.
| What you see is a much smaller percentage of the actual spam
| generated, and the reason you see it is because users are
| creative on circumventing all the preventive actions they take.
| misiti3780 wrote:
| If they stopped reporting and focusing on MAU, the problem
| isnt that hard to solve. If you want to operate a bot on
| twitter, it costs X/month or just make bots illegal.
|
| The problem would be more surmountable at that point
| eldenwrong wrote:
| Add a bitcoin deposit to verify account as orange. Problem
| solved
| viraptor wrote:
| An alternative take: there's spam that's trivial to spot and
| spam that's hard to spot. Twitter is ignoring both. I can
| give you both searches and keywords to post which will return
| lots of spam ready to block. Not everything of course, but
| let's not post the "spam is a hard problem" excuse until they
| nuke every account responding with "metamask" and a link to
| Google forms.
| soperj wrote:
| You don't nuke the accounts, you make it so no one can see
| their posts and they don't realize. Make them waste their
| time instead of creating a new account.
| coffeeblack wrote:
| You do neither.
|
| You offer users a list of filters they can choose to
| activate, so they only see content according to the
| filters they enabled.
|
| There would be filters against spam, filters against
| opinions other than your own, etc.
| onefuncman wrote:
| Whoops! As a result of your action, your userbase has now
| hyperfixated on follower counts as a proxy for status.
| viraptor wrote:
| Implementation detail -\\_(tsu)_/- you can handle this in
| many ways. The point was that Twitter doesn't currently
| care to use even minimal effort.
| ben_w wrote:
| We don't know how much effort they're putting in.
|
| What's the false positive rate, and is that why people
| complain they're being banned or shadow banned?
|
| (Definitions of shadow ban vary: https://blog.twitter.com
| /en_us/topics/company/2018/Setting-t...)
| viraptor wrote:
| My thesis is: if they put in minimal effort into
| automation, then metamask spam would be trivial to block.
| Since we know of the metamask spam for months (years?),
| it means there was no effort. I could be wrong, but I'll
| stick to the most obvious explanation.
| ben_w wrote:
| Given I had to Google "metamask" to understand your
| comment, I'm not sure it's as widespread as I think you
| think it is.
| viraptor wrote:
| It's been going on for months - if you're not aware of
| this it doesn't mean it's not widespread. If you tweet
| "metamask problem", you'll get a number of bots
| immediately responding with Google forms links for
| "metamask support". Yes, it's very widespread and
| extremely obvious. Both fake support accounts
| https://twitter.com/metamesksuport/with_replies (I can
| find at least 10 more "support" accounts from a basic
| search) and helpful randos
| https://twitter.com/ij851227/status/1515302472079847425
|
| It's been tweeted by multiple security people at various
| Twitter engineers already and raised in lots of ways.
| They know and don't care. Meantime, real people lose
| their money - otherwise nobody would waste their time to
| post the scam.
| ehsankia wrote:
| To think that a company that has failed to create self-
| driving for nearly a decade could solve "content moderation",
| one of the hardest problem on the internet that every single
| of the big companies (who btw hire the best talent) have been
| struggling with, is truly a shocking statement to me.
|
| If all Google and Facebook couldn't solve it, why could a
| Tesla engineer of all people...
| syshum wrote:
| A large part of the problem for twitter Google and Facebook
| is their ever shifting goals for content moderation to
| appease their politically activist employees and media
| critics.
|
| Something tells me Elon would have different goals that
| should be less of a moving target and easier to accomplish.
| Less subjective target like "hate speech" and more
| objective target like true threats of violence, illegal
| activity, actual bot detection not "people who disagree are
| bots", etc
| athrowaway3z wrote:
| No. Not relevant to the discussion. Gmail has no content
| moderation, but spam still gets through occasionally.
| toshk wrote:
| Well the government bills always get filtered out for me,
| I agree with gmail that it's spam however the goverment
| doesn't agree when I didn't pay a few times. So opposite
| is even worse.
| irrational wrote:
| Occasionally? Recently (maybe the last 6 months) I have
| been seeing a huge amount of spam getting through
| (comparatively - maybe 10 a day make it to my inbox).
| Previously I rarely saw any.
| mike_hearn wrote:
| It is relevant actually. I worked on spam fighting on
| Gmail for a while and when I quit Google, I was invited
| to Twitter for lunch and (though somehow I wasn't
| actually told about this) to give an impromptu talk to
| their spam teams.
|
| Because the guy who invited me sort of sprung the talk on
| me I had no slides or anything, so it became a collection
| of vague thoughts + discussions with their team (vague
| because I didn't want to discuss any trade secrets). One
| thing that became very clear was that they weren't
| thinking about bots a whole lot compared to the Google
| abuse teams, because they'd been re-tasked at some point
| to consider abuse as primarily meaning "humans being mean
| to each other". A significant amount of their effort was
| going on this instead, although there is really little
| overlap in technologies or skills needed between
| problems.
|
| This was pre-2016 so the whole Russian-social-bots-gave-
| us-trump hysteria hadn't started yet, instead Twitter was
| being declared toxic just due to the behaviour of its
| users. Thus the term bot still meant actual spam bots.
| Since then various groups, primarily in academia but
| activist employees too, realized that because deleting
| bot accounts was uncontroversial they could try and
| delete their political enemies by re-classifying them as
| "bots". For example this Twitter developer in 2019:
|
| https://reclaimthenet.org/project-veritas-twitter-hidden-
| cam...
|
| _"Just go to a random Trump tweet, and just look at the
| followers. They'll all be like guns, God, Murica, and
| with the American flag and, like, the cross. Like, who
| says that? Who talks like that? It's for sure a bot."_
|
| Clearly any abuse team that uses a definition of bot like
| that won't be able to focus on the work of actually
| detecting and fighting spam bots. If Musk bought Twitter
| and re-focused their abuse teams on classical spam
| fighting work it'd almost certainly help, given that
| Twitter didn't seem to be keeping the ever-shifting
| overloads of the "abuse" clear in their org structure.
|
| Incidentally, trying to find the above quote on Google is
| a waste of time. Search "project veritas twitter for sure
| they are bots" on Google and the links are almost all
| irrelevant. DuckDuckGo/Bing gets it right on the first
| result, no surprise. I don't believe for one second
| that's a result of incompetence on the part of the Google
| web search teams.
| diebeforei485 wrote:
| > "Just go to a random Trump tweet, and just look at the
| followers. They'll all be like guns, God, Murica, and
| with the American flag and, like, the cross. Like, who
| says that? Who talks like that? It's for sure a bot."
|
| Hahah wow this is so out of touch. Communities each have
| their own way of speaking (famously /r/wallstreetbets has
| its own grammar, emoji, and lingo, but this applies to
| every community).
|
| Sidenote this is why minorities speaking with each other
| sometimes get misclassified (even by humans!) as spam.
| caymanjim wrote:
| How is spam blocking not content moderation?
| mywacaday wrote:
| In the last two weeks my gdrive has been spammed with
| shared porn pdfs. It's not even being shared with the
| email address I use, it's being shared with my email
| without a full stop in the middle that Gmail ignores.
| Haven't looked into it much but apparently people have
| been asking for years for an option to only allow a doc
| to be shared from a know contact, Google has ignored this
| for a long time.
| _benedict wrote:
| Spam volumes are also down dramatically due to
| conventional means like making it illegal, and taking
| down bot farms that were sending it. Also the
| introduction of DKIM and DMARC making it harder across
| the board to be seen as a legitimate sender, and the fact
| that many-to-many emails are a huge red flag for spam
| filters, and not a concept for social media.
|
| Spam is a dramatically easier problem, and has many more
| mechanism to suppress it both legally and
| technologically.
| bfz wrote:
| Spamming "$$$ TSLA to the moon! Get latest tips on my free
| Discord http://biy.ly/ocozxc #TWTR #GOOG #AMC #GME $$$"
| thousands of times for days being suspended is hardly the
| hardest problem on the Internet
| outsb wrote:
| Spamming "$$$ $TSLA to the moon! Get latest tips on my free
| Discord bit.ly/ocozxc #TWTR #GOOG #AMC #GME $$$" thousands
| of times for days before suspension is hardly the hardest
| problem on the Internet
|
| Heck, you could even just limit the number of hashtags in a
| single tweet (say, 2) and fix 95% of Twitter's spam problem
| without harming legitimate users in any way
| aesthesia wrote:
| Uh, wouldn't spammers just...stop using lots of hashtags?
| Part of what makes the problem difficult is that spammers
| are agents who respond to the techniques you use to stop
| them.
| ljm wrote:
| Supposing it really was that simple, 5% would still
| comprise a large number of tweets.
| chippiewill wrote:
| The idea that an AI engineer for self driving could be
| trivially retasked to content moderation is fairly
| laughable as well.
|
| That's not to say there aren't overlapping skill sets, but
| the AI tech involved is quite distinct (although there is
| overlap, I believe some of the latest perception research
| is trying to adapt transformers from NLP to replace CNNs).
| Many of my colleagues are AI/ML engineers working on the
| self driving problems (perception, prediction, planning)
| and they're all super smart, but they'd still take a while
| to get up to speed in another area.
|
| I have no idea why a serious business would hire a non-NLP
| specialised engineer to solve content moderation (they'd
| maybe hire someone who was interested in changing sub-
| field, but not to build out the backbone of their teams).
| zo1 wrote:
| I also find it "laughable" how literally everyone is
| taking the comment. They weren't saying they'd just take
| some computer-vision expert and retool him to fix all of
| Twitter's spam problems.
| rgallagher27 wrote:
| Also to think that an engineer who's intentionally joined
| a company to work on AI self driving tech wouldn't
| immediately quit when they where forced to move and work
| on Twitter content moderation is laughable. They'd find
| another job faster than Musk changes moods.
| mavhc wrote:
| 60,000 people have FSD beta, they've got further than
| everyone else.
| ehsankia wrote:
| Tesla FSD is level 3. You still need to be fully aware
| and hands on the wheel. Level 4 is when no one needs to
| be at the driver seat, which is what Cruise and Waymo are
| doing.
|
| Quantity != Quality. Just because McDonalds serves
| billions of people doesn't magically make it good food.
| paisawalla wrote:
| We're not talking about the hardest content problems on the
| internet. Look at any of Elon Musk's (or anyone in
| crypto's) popular tweets and you'll see a flood of
| incredibly obvious bots that poorly mimic his account,
| spamming some shit coin or advertising a BTC address.
|
| Also, you're really understating how good Tesla self-drive
| is. It's not full self-drive but it's a real achievement.
| ehsankia wrote:
| Yes, and Youtube and Facebook both have similar problems.
| There is survivalship bias at play here, you do see the
| bots that manage to get past the spam protection, but
| never see the ones that don't. For all you know, Twitter
| could be blocking 99% of the spam. Of course, as long as
| there's money in it (and there is), spammers will
| constantly be coming up with new and unexpected ways to
| bypass your systems. It's a neverending battle, and if
| you think it's trivial, you are the one understating how
| hard the problem is.
|
| I never claimed Tesla self-driving wasn't an achievement,
| but clearly they underestimated how hard that would be
| themselves, so I wouldn't be surprised if they'd do the
| same for content moderation.
| paisawalla wrote:
| There's a substantial qualitative difference between what
| gets through Youtube's and Facebook's filter, versus what
| gets past Twitter. They're not even practicing the
| current state of the art, as practiced by their peers.
| LewisVerstappen wrote:
| > Youtube and Facebook both have similar problems. There
| is survivalship bias at play here, you do see the bots
| that manage to get past the spam protection, but never
| see the ones that don't. For all you know, Twitter could
| be blocking 99% of the spam.
|
| If you spend 5 seconds on YouTube and Facebook and
| compare that to Twitter, you'll see a massive difference.
|
| The spam bots on Twitter are _incredibly_
| unsophisticated. It 's literally bots with the same
| profile picture and name as the person they're trying to
| spam.
|
| On the other hand, YouTube spam bots are actually
| incredibly sophisticated. They're using GPT-3 or some
| language model to generate text and reply to each other.
| Like, sometimes I'll read a comment and not be sure if it
| was a spam bot or not.
|
| Twitter is leagues behind w/ their spam filters.
| ehsankia wrote:
| Obviously YMMV but in 2021, every tech video I commented
| on would get these replies, which all had 18+ profile
| pictures. Clicking their profile every account had the
| exact same "playlist" with a porn site ad inside, and the
| channel header had the exact same website link. I kept
| getting these for months.
| itsoktocry wrote:
| > _Also, you 're really understating how good Tesla self-
| drive is_
|
| How good is it?
| jeofken wrote:
| It's pretty good! Does the vast majority of my driving
| for me, except for roundabouts, gravel roads, and
| exceptionally snowy days (Scandinavia).
|
| I do long road trips and feel less exhausted than I would
| otherwise.
| newaccount74 wrote:
| Good enough often enough that people stop paying
| attention (and die when the car hits an obstacle the AI
| doesn't recognise)
| yellow_lead wrote:
| Keep in mind Tesla self-driving users have a literal
| survivorship bias.
| oneoff786 wrote:
| Not really. Deaths are too low to matter on a statistical
| level for "literal" survivor bias
| andrepd wrote:
| It's so good that Tesla sued people for posting videos
| where it fails miserably. Really screams "confidence",
| doesn't it?
| diebeforei485 wrote:
| Did this actually happen?
|
| I know there was one instance when an engineer using an
| internal build got fired for vlogging it (which is not at
| all unusual, Apple would also fire you for showing off an
| internal build).
| zackees wrote:
| I reported child pornography on twitter. It took a while for
| it to be taken down.
|
| Yet people talking about hunter biden's laptop in October
| 2020 had their accounts deleted immediately.
|
| Twitter is very good at content moderation when it threatens
| the manufactured narrative of the global elite which they
| serve. And then completely incompetent otherwise.
|
| I don't buy the line that the problem is too complex because
| I see selective competence.
| Hypocritelefty wrote:
| hwers wrote:
| The spam scale problem should be solvable with a one-shot
| locally evaluated NN trained to classify behavior/tweets from
| their massive massive ground truth dataset. If it's evaluated
| locally then I don't see how scale is an issue.
| xwdv wrote:
| AI Engineers at Tesla also deal with spam, just not in the
| way you think. Self driving AI has to deal with input spam
| from all sorts of details in the real world, most of which
| are irrelevant to making driving decisions. So yes, I'd be
| reasonably certain AI Engineers at Tesla could easily solve
| spam on a simple web platform.
| prvc wrote:
| Some scammers who appear in Musk's replies impersonating him
| use similar or identical avatars and screen names in order to
| perpetrate their fraud. Removing and preventing the creation
| of this type of account would not even require "AI". It
| hasn't happened yet because Twitter lacks the will to do it,
| for whatever reason.
| chippiewill wrote:
| > Removing and preventing the creation of this type of
| account would not even require "AI".
|
| It wouldn't require _Machine Learning_, the kind of
| filtering approach you've just described would absolutely
| constitute AI.
| once_inc wrote:
| Calculating the levenshtein distance from users, the
| average difference between the avatars, and looking at
| basic interactions in reply-to-reply-to-users isn't AI.
| That's heuristic. And it should have been implemented
| ages ago.
| prvc wrote:
| Call it what you will, but the point is it would be easy
| for them to do.
| murbard2 wrote:
| Spam on most platform is a complicated engineering challenge.
| However, for some inexplicable reason, Twitter features a
| kind of spam that you don't see on any other platforms
| because it could be caught with a regex.
|
| It's almost never the case that spam issues on popular social
| networks can be alleviated with some easy fixes, because
| obviously if they could they would already have done that.
| Twitter is a very weird exception.
| captainmuon wrote:
| > 5. The elites have somehow inverted history so they now
| believe that it is not censorship that is the favored tool of
| fascists and authoritarians, even though every fascist and
| despot in history used censorship to maintain power, but
| instead believe free speech, free discourse, and free thought
| are the instruments of repression.
|
| Not every speech is equal. If you are living in a Weimar-
| Republic scenario, yes, free speech can be repressive and I can
| see why people will call for censorship. Personally, I think
| censorship and speech taboos just keep a lid on certain
| problems instead of solving them.
| Closi wrote:
| > Not every speech is equal. If you are living in a Weimar-
| Republic scenario, yes, free speech can be repressive and I
| can see why people will call for censorship. Personally, I
| think censorship and speech taboos just keep a lid on certain
| problems instead of solving them
|
| The problem with this is that it always ends up as
| "censorship is ok, as long as it's for opinions I disagree
| with".
|
| And with your Weimar-republic scenario, if the implied claim
| is that more censorship would have stopped either the
| radicalisation or rise of Adolf Hitler, I think that's very
| simplistic and highly suspect.
| bratwurst3000 wrote:
| The same ai engineer that devlops their self driving cars ????
| :):):):)
| supernes wrote:
| I don't mean to sound rude, but Tesla engineers can't even
| distinguish the moon from a stoplight. Human interaction and
| defending against a naturally intelligent adversary are not so
| simple.
| chippiewill wrote:
| It doesn't even matter if their perception models _were_ that
| good, NLP is a seriously different problem.
| SheinhardtWigCo wrote:
| > bot and spam problem
|
| Problem? KPIs are through the roof!
| [deleted]
| freebuju wrote:
| 6. My favorite prediction. Twitter continues to ignore any of
| Musk's offers. Musk sells his 9% stake. Price goes down.
| Continues to go down since Twitter('s mgt) is full of shit.
| Elon gets in an offer when price is languishing at low $30's.
| Twitter has no choice but to take Elon's offer.
| ransom1538 wrote:
| "5. The elites have somehow inverted history so they now
| believe that it is not censorship that is the favored tool of
| fascists and authoritarians, even though every fascist and
| despot in history used censorship to maintain power, but
| instead believe free speech, free discourse, and free thought
| are the instruments of repression."
|
| Yes. Gaslighting crystalized. We are now to believe free speech
| is bad. Authoritarians know auguring against logic is hard.
| chx wrote:
| > One AI engineer from Tesla could solve Twitter's bot and spam
| problem.
|
| Put down the Elon kool-aid , it has poisoned your mind.
| tptacek wrote:
| "One AI engineer from Tesla could solve Twitter's bot and spam
| problem."
|
| It's hard to take any of the rest of this seriously after that
| "detail".
| memish wrote:
| Why? You don't have to agree with everything. That's fine.
| It's a separate point from the others.
| chippiewill wrote:
| It's not just that they're wrong, it's that they're talking
| nonsense. An ML engineer working on perception models can't
| be trivially retasked to an NLP spam filtering problem.
|
| If they're obviously talking out of their arse on one point
| then it definitely suggests they're talking out of their
| arse on the rest of it.
| sillysaurusx wrote:
| I think this is the first time I disagree with you. Bot
| problem, perhaps not. Spam problem, definitely.
|
| https://twitter.com/paulg/status/1487022342630957062?s=21&t=.
| ..
|
| https://twitter.com/paulg/status/1496549841912094733?s=21&t=.
| ..
|
| https://twitter.com/paulg/status/1485588476057825290?s=21&t=.
| ..
|
| and
|
| https://twitter.com/id_aa_carmack/status/1473752736537657349.
| ..
|
| https://twitter.com/id_aa_carmack/status/1399028630190239746.
| ..
|
| I know how hard it is to deploy features at scale, especially
| at a world-class company like Twitter. But if Twitter were to
| retain me as a consultant, I'd happily bet you any sum of
| your choosing that I'd make a pretty big dent in the crypto
| spam within a few months of full-time effort.
| memish wrote:
| For those blindly downvoting that, here's what Paul Graham
| said:
|
| "Either (a) Twitter is terribly bad at detecting spam or
| (b) there's something about Twitter that makes detecting
| spam difficult or (c) they don't care.
|
| Based on my experience detecting spam, I'd guess (c)."
|
| "Twitter engineering: If you're going to do such a bad job
| of catching spam, how about at least giving us a one-click
| way to report a tweet as spam and block the account, like
| email providers do? It may even help you get better at
| filtering, since more reports = more signal."
| sillysaurusx wrote:
| They're likely downvoting my somewhat dubious claim of
| being able to singlehandedly make a big dent in crypto
| spam tweets.
|
| I appreciate your gesture, but I don't mind the
| downvotes. Bold claims warrant skepticism. And talking
| about votes makes the conversation less interesting for
| the audience.
|
| But you're right to point out that the problem isn't
| nearly as intractable as it seems. There are many ways to
| deter crypto spammers.
|
| Think of it this way: suppose Twitter's stock price was
| inversely proportional to the amount of crypto spam
| (without accidentally removing genuine tweets). Does
| anyone believe the stock price would go down?
|
| It's why I suspect Twitter simply hasn't made it a
| priority.
| recuter wrote:
| Gotta get those engagement KPIs up somehow. This is the
| simplest and most obvious explanation.
|
| Also see reddit, with most small Reddits being spam/porn.
| These are in many ways Potemkin websites. The emperor is
| naked.
| jjfoooo4 wrote:
| An evidence free statement by Paul Graham - why should we
| consider him an expert, other than his wealth?
| andai wrote:
| I remember reading several times that the enormous number
| of bots on Twitter inflates their "active users" stats
| and therefore their stock price, which is why they aren't
| fighting it.
| onion2k wrote:
| _I'd happily bet you any sum of your choosing that I'd make
| a pretty big dent in the crypto spam within a few months of
| full-time effort._
|
| Could you do that while _also_ making sure no false
| positives happen? Elon is making claims that he wants to
| make Twitter a platform where people are truly free to say
| what they want, so any spam that gets removed _that isn 't
| spam_ would be seen in a very poor light.
|
| Eliminating spam when you're happy to have a few other
| things end up in the spam folder by mistake is relatively
| simple. Likewise, eliminating most of the spam but letting
| some through because it looks real is also quite easy.
| Eliminating _only_ spam and nothing else is significantly
| harder.
| caslon wrote:
| The problem is false positives. Graham's experience of
| combating spam involved writing a Bayesian filter for his
| mailbox. That's fine. Somebody misses a message and one of
| the two parties feels bad, but they eventually either catch
| up or get over it. You can't "leave" that platform.
|
| Twitter, on the other hand, is pretty sensitive to false
| positives, and the vernacular is so unique that naive
| Bayesian filtering would destroy a lot of communities with
| their own vocabularies and languages. If messages start
| arbitrarily dropping on it, its users won't stick around.
|
| Sure, you could absolutely knock out spam. It wouldn't be
| that hard. Because fighting spam isn't the hard part. It's
| dodging the problem of firing on innocent people that the
| spam is using as body shields that's the hard part.
|
| They already get incredible volumes of criticism for what
| little false positives they already have. Imagine if it was
| normal to be put in a time-out box by a Bayesian filter
| that wasn't tailored for your community!
|
| Combating spam is something that has very few possible
| upsides for twitter, and a catastrophic failure case. Right
| now, spam mostly tends to effect larger accounts, who are
| going to stay on the platform anyway, because it's where
| the people are. What little spam small accounts see is
| manageable, and they won't leave because of it because it's
| so insignificant. If suddenly they couldn't send messages
| to others at random and without warning? Why would they
| stick around, then?
| newswasboring wrote:
| I do believe Twitter isn't doing well at fighting spam,
| also that it's a pretty hard problem. But where do you
| think people will go after leaving Twitter? Is there an
| option?
| caslon wrote:
| Does it matter where they'll go? People will always find
| some spot on the internet to have conversations after a
| given platform hits the friction threshold, and some
| might not even _go_ anywhere: They might just leave.
|
| Where people will go doesn't really matter, because there
| are a billion places they can, and there's not always a
| clear migration path. Sometimes, a social platform just
| dies, and its communities form a diaspora on different
| platforms, without any "clear" successor (like what
| happened to Orkut), or just stop doing the whole social
| media thing (many Google+ contributors no longer post
| online anywhere).
| LMYahooTFY wrote:
| How? That point is distinctively an engineering/technical
| assessment whereas the others are very much not.
|
| I doubt any of them can speak with much weight on AI. That
| hardly means they can't make serious points about censorship,
| or corporate finance.
| chippiewill wrote:
| The reason it's a ludicrous claim is that while there's
| overlapping skill sets, the idea that you can take an AI/ML
| engineer working on perception or prediction or planning
| problems and trivially apply them to textual content
| filtering is laughable. They could certainly pivot across,
| but it would take them a good chunk of time to get up to
| speed, you'd be better off hiring an engineer more familiar
| with that particular space.
|
| The fact that they specified it being an AI Tesla engineer
| is super cringe Tesla-bro stuff and the fact that the
| commenter would say something like that hurts their
| credibility in making the other fairly extreme claims.
| itsoktocry wrote:
| > _I doubt any of them can speak with much weight on AI.
| That hardly means they can 't make serious points about
| censorship, or corporate finance._
|
| Isn't this Gell-Mann Amnesia in full effect?
|
| "Sure, they are speaking nonsense about AI, but I bet they
| have great ideas about corporate finance!"
| thereare5lights wrote:
| > 4. One AI engineer from Tesla could solve Twitter's bot and
| spam problem.
|
| I don't know why people think is the problem.
|
| They regularly ban bot and spam accounts. This is not an issue.
|
| The issue is malicious/ignorant human actors and malicious
| state level actors.
|
| Tesla AI engineers can't even get past L3. There's no chance
| they would be able to create an AI solution that can fight
| state level resources or massive amounts of humans gossiping
| and spread misinformation.
| faeriechangling wrote:
| >5. The elites have somehow inverted history so they now
| believe that it is not censorship that is the favored tool of
| fascists and authoritarians, even though every fascist and
| despot in history used censorship to maintain power, but
| instead believe free speech, free discourse, and free thought
| are the instruments of repression.
|
| Fascists and authoritarians took advantage of freedom of speech
| to gain power, the censorship came after they seized power.
| Hitler promoted himself through his right to speak at his
| trials, and through his book Mein Kampf, things the Weimer
| Republic could have absolutely chosen to censor. Karl Popper
| made a rather infamous observation of the "Paradox of
| tolerance" where tolerating the intolerant could result in more
| intolerance, if the intolerant happened to be Hitler in Nazi
| Germany.
|
| I find the biggest objection to this entire line of thought is
| that censors always consider themselves to be the ones
| resisting the next Nazi Germany rather than being Nazi Germany
| themselves. Anybody who openly censors others is more likely
| than the general person in the population to be some sort of
| totalitarian authoritarian, so trusting them with power so they
| can stop some sort of Nazi uprising is foolish. It's the same
| kind of issue as "Bombing for peace", pretty much 100% of the
| people who have ever bombed people have said they were doing it
| for the sake of peace.
|
| This all being said, I don't think giving Musk 100% of twitter
| and the effective absolute power to censor others on the
| platform is a good idea.
| opensrcken wrote:
| > 4. One AI engineer from Tesla could solve Twitter's bot and
| spam problem.
|
| This a comment written by someone who is clearly not an
| engineer dealing with high-scale backends, and is definitely
| not an AI engineer.
| hiyer wrote:
| Or someone who's a Tesla/Musk fanboy/girl.
| emodendroket wrote:
| > The elites have somehow inverted history so they now believe
| that it is not censorship that is the favored tool of fascists
| and authoritarians, even though every fascist and despot in
| history used censorship to maintain power, but instead believe
| free speech, free discourse, and free thought are the
| instruments of repression.
|
| It feels a little silly to act like the guy trying to spend
| billions of dollars to get his way represents anything more
| than an intra-elite conflict.
| LMYahooTFY wrote:
| "his way" vs what? The way of a dozen other guys?
|
| Pushing for less censorship isn't "his way" -
|
| - I see you've edited to "intra-elite" conflict. So is
| basically every problem in society then given that governance
| is handled by few. Not sure what the point is here, just
| feels like a hollow dismissal.
| emodendroket wrote:
| I didn't edit it. It always said that. And it is "his way"
| because "less censorship" almost certainly doesn't actually
| mean they just let people post whatever (and even if it
| did, do "we" all agree that would be a good idea? Probably
| not).
| LMYahooTFY wrote:
| My mistake, it's late for me.
|
| I'm still confused about what "less censorship" could
| mean, he seems pretty clear on it.
|
| And what governance happens public or private that "we"
| all agree on?
|
| Right now "we" don't agree on how Twitter operates
| currently. A couple dozen people do. I'm not
| understanding your point here.
| emodendroket wrote:
| We've been hearing bad-faith censorship debates long
| enough to know how this song and dance goes, haven't we?
| "If I say something, no matter how vacuous and offensive,
| that's free speech. But if you criticize it or otherwise
| say something I disagree with, that's censorship."
|
| Beyond that, the idea of a totally unfettered Twitter is
| not really desirable. Such forums fill up with porn,
| gore, racism, and various other forms of shock content
| nobody actually wants on their feeds.
| ibeckermayer wrote:
| > "If I say something, no matter how vacuous and
| offensive, that's free speech. But if you criticize it or
| otherwise say something I disagree with, that's
| censorship."
|
| What an embarrassingly dishonest characterization of the
| problem. Nobody sane is arguing that "criticism is
| censorship".
|
| The problem with Twitter is that they are censoring
| popular narratives critical of the ruling elite. If you
| can't distinguish between the concept of banning accounts
| and posts vs not doing so, and allowing criticism, you
| are simply too misinformed or low IQ to have any
| worthwhile input.
|
| (Though I defend to the death your right to babble
| incoherently)
| emodendroket wrote:
| > What an embarrassingly dishonest characterization of
| the problem. Nobody sane is arguing that "criticism is
| censorship".
|
| Is that so? Why do the same people who claim they're all
| about free speech get all wound up about "cancel culture"
| then? There are clearly rules in their head about who
| should actually have the right to say whatever they want.
| I quite confident that I am not "low-IQ."
| psyc wrote:
| I truly don't understand this business of thinking
| everything shitty needs to be banned and denied as a
| right. Like, I take a pretty dim view of hookup culture,
| but I'm still going to denounce any attempt to make it
| illegal or deprive people of the right to fuck N
| different people per week. Because I'm more interested in
| freedom than agitating to hammer the world's people into
| a min/maxed social utilitarian dystopia. I'm trying to
| understand when and how America started pining for its
| own Soviet Union so hard. Or is this just a Liberal
| Technologist thing? Just want the government to do the AI
| Genie's job until the AI Genie wakes up? Like children
| trying to birth their own parents.
|
| Cancel culture is NEET busybodies making it their day job
| to hunt for le problematique like bounty hunters (paid in
| retweets) organizing mobs to campaign to ruin people's
| lives (for great justice!) Yes, it's free speech! Yes,
| it's free association! Yes, it has precedents, you savvy
| insightful geniuses! Most things do, we call that
| history, and it's full of terrible things we should
| probably stop doing.
|
| But this modern manifestation of a thing that has
| precedents and conservatives do too sometimes also has
| interesting features that are probably worth talking
| about on their own terms. I repeat: Cancel culture is
| NEET busybodies making it their day job to hunt for le
| problematique like bounty hunters, organizing mobs to
| campaign to ruin people's lives. It's legal, they have
| every right, and it's shitty, shitty behavior. Please
| stop denying it's a thing, or alternately trying to
| whatabout it to death.
| emodendroket wrote:
| What's at work is the recognition that "free speech" is a
| nice bumper sticker but doesn't go that far beyond that
| -- there are many policies one could pursue and plausibly
| call free speech. For instance, one could easily argue
| that we don't have free speech because money buys access.
| Somehow the right has been successful in claiming the
| mantle of "free speech" to mean something specific
| (basically that anyone can broadcast right-wing views
| without consequence) but that's not the only way the term
| could be conceived. There is also growing recognition
| that some things are outright harmful. Social media has
| already been implicated in pogroms; platitudes about the
| power of free speech seem to ring a bit hollow in that
| light.
|
| On the cancel culture front, I don't agree. It actually
| refers to an incredibly broad segment of actions which
| almost nobody actually has much of a consistent line on.
| Often simply criticizing or refusing to patronize
| someone's business is called "canceling." Even if we
| narrowly refer to people losing their jobs, nobody
| actually believes there are NO circumstances whatsoever
| where losing your job might be an appropriate response to
| something you said. If you're a special ed teacher and
| post on Facebook that people with intellectual
| disabilities are less than human, one could reasonably
| doubt that you have any business having charge of special
| ed kids. If you want a more conservative flavored
| example, you could probably find conservatives endorsing
| cops losing their job if they bragged about not enforcing
| immigration laws. Or if you want an extremely
| uncontroversial example, you must at least believe it's
| appropriate not to VOTE for someone because you didn't
| like what they said. I don't think it's an accident. I
| think this term is so slippery and amorphous precisely
| because it obscures the hypocrisy at work.
| ibeckermayer wrote:
| "Cancel culture" is about people losing their jobs and
| being censored from platforms like Twitter for making
| arguments or jokes that rub the politically powerful the
| wrong way. Again, it's the active removal of the
| practical ability of expression that rational adults are
| concerned with, not the fact that others have contrary
| opinions to them. Again, you are exposing your ignorance.
| emodendroket wrote:
| This is something you could only claim to believe if you
| paid no attention to the way people actually use the
| term.
| gameman144 wrote:
| I've seen no advocates of saying that individuals
| shouldn't be able to curate _their own_ feeds, only that
| social media platforms shouldn 't be restricting those
| feeds _for_ them.
|
| For instance, if you decide that you want a Twitter feed
| that excludes porn, gore, racism, and other objectionable
| content, then you _absolutely_ should be able to exclude
| those (I 'd reckon that that'd be a very sensible
| default). If _I_ want to go observe the crazy bigoted
| things that fringe groups are spewing, or if I want to
| use Twitter just as an endless feed of porn, then that
| doesn 't affect your ability to _not_ see those things.
|
| Likewise, I've not heard Musk propose banning _any_ of
| his critics or opposing viewpoints (though I don 't
| really follow his actions, so it's possible I've just
| missed them).
| andrepd wrote:
| He has pursued aggressive union-busting, sued
| whistleblowers, sued people for posting videos that made
| telsa's """autopilot""" look bad. It's clear he doesn't
| give two shits about free speech, except when it costs
| him nothing to do so and therefore amounts to free
| virtue-signalling.
| ajsnigrutin wrote:
| So what? .... if we, normal people get more free speech, and
| a few billionares swap some money around, it's still better
| then them just swapping money and we not getting any free
| speech.
| emodendroket wrote:
| Well that's the thing. I don't think we normal people are
| going to get more of a voice.
| ajsnigrutin wrote:
| So, then it doesn't matter... Rich people do what rich
| people do, with musk+twitter combo, there's atleast a
| chance you'll get more of a voice, with some other combo
| (eg. disney buying twitter), you already know there's
| zero chance for that.
| emodendroket wrote:
| I would not be surprised if the Musk regime is worse.
| Actually that's what I anticipate.
| andrepd wrote:
| What makes you think you will get any more free speech by
| the grace of Musk's intervention? He has repeatedly shown
| he is pro-free speech that he likes and anti-free speech he
| doesn't like.
| ajsnigrutin wrote:
| If disney bought twitter, I knew I wouldn't get any...
| with Musk, I can atleast hope.
|
| Either way, with billions involved, i have no say in
| whatever happens (because I don't have billions), but
| musk gives me higher hope than disney.
|
| Basically, I have nothing to lose, only to gain.
| memish wrote:
| That's like saying SpaceX isn't about going to Mars and Tesla
| isn't about reducing carbon emissions.
|
| At this point we can say these are mission focused moves.
| This is about free speech in the public square.
| emodendroket wrote:
| Well if you want to identify with this particular elite
| faction rather than the other one that's your business.
| 4ggr0 wrote:
| You think Tesla is about reducing carbon emissions?
| atoav wrote:
| > The elites have somehow inverted history so they now believe
| that it is not censorship that is the favored tool of fascists
| and authoritarians, even though every fascist and despot in
| history used censorship to maintain power, but instead believe
| free speech, free discourse, and free thought are the
| instruments of repression.
|
| At which point in history could any person blurt out a
| brainfart and have thousands of people around the globe hear it
| and react instantly again?
|
| When the printing press was invented ther _was_ a backlash
| against it, because free speech was endangering existing power
| structures.
|
| Nowadays we have it the other way around, powerful players use
| the accelerated chaos of social media to avoid any real
| discourse from forming -- it is just very easy to manipulate
| just enough into your direction to hide behind "differing
| opinions" if you have a ton of resources -- just like boulevard
| media has been for the past decades. Censorship and media
| control is one strategy to reduce the chaos by decelerating the
| spread of the most outrageous unfounded claims. Of course there
| can be such a thing as too much censorship (e.g. look to China
| and Russia), but this would be state censorship.
|
| A _billionaire_ does not want to buy a social media plattform
| because he cares about free speech -- if that was the case he
| would have nothing about his workers discussing unions, post
| youtube videos he does not like or journalist writing negative
| things about him and still being able to buy a Tesla car.
|
| I am not sure there is much wisdom in assuming we can have a
| world wide instant public microblogging platform without _any_
| moderation at all. Anyone who ever operated any public web
| platform knows the quality of the discourse falls drasticly if
| there is not at least _some_ level of content moderation.
|
| > One AI engineer from Tesla could solve Twitter's bot and spam
| problem.
|
| You are heavily overexpecting what the technology can do.
| Differenciating satire from a threat with sufficient accuracy
| is not something machine learning ("AI") could do right now.
| upsidesinclude wrote:
| atoav wrote:
| > That's a false dichotomy and the exact argument one would
| expect from a proponent of censorship. That puts you in the
| wrong camp, the fascist authoritarian camp, sadly.
|
| Sadly you don't really elaborate on how my comment reveals
| the authotarian position you do falsly assume I hold.
|
| There is a position _between_ no censorship and full
| authotarian style censorship and it is a common rethoric
| vehicle to first talk about the extremes to show that the
| reasonable area is somewhere inbetween (and then we can
| talk about trade offs and priorities).
|
| My main point as someone who studied media science is that
| we cannot treat modern social media with the exact same
| rules we treated other speech with, because ultimatly it is
| a different _place_ to speak in. The social distance is
| lower than anything we ever had in history, the audience
| bigger than ever in history, it feels private but you are
| in the spotlight at the same time (and people tend to act
| like this). It is a place where a rural person
| communicating a rural opinion will be directly next to a
| city person communicating a city opinion. Before social
| media you had natural borders of which people could
| actually hear (and /or react to) each other. So it is
| fundamentally different place than anything we _ever_ had
| before it.
|
| And different places have different rules. Someone who
| speaks loudly in a library will be thrown out (because the
| place has a certain function and them speaking loudly
| interferes with that function). Someone who repeatedly and
| loudly farts in a restaurant might be thrown out. Someone
| who listens to music in church might be thrown out. A bare-
| breasted women in a mall might get thrown out etc.
| Different places, different rules.
|
| The question now is: what kind of _place_ is something like
| twitter? What behaviour shall be accepted or restrict there
| and with what goals?
|
| If our goal is the equivalent of a verbal bar brawl where
| people can let out their innermost emotions we might end up
| with different rules than if our goal is rational and fact-
| oriented discourse with the goal of moving discourse
| forward (these places have typically stricter rules of
| which speech is acceptable, as can be seen for example here
| on HN).
|
| With twitter a lot of the emerging behavior that can be
| observed is a direct result of or a direct reacrion to the
| systemic structure of the place. If this shall be seriously
| changed you have to either establish a new culture how one
| has to behave in such a place (hard) or you change the
| systemic variables itself (easier).
|
| But one point I want to stress is: by allowing most speech
| one might involuntarily prevent other, more nuanced speech
| from ever emerging.
| 9935c101ab17a66 wrote:
| Many, many people are absolutely arguing that zero
| moderation is appropriate.
|
| Anyway, you also acknowledge that _some_ moderation is both
| appropriate and necessary. So, now we know your opinion of
| _a private company's_ moderation is different from the
| parent commenters, but you both believe moderation is
| necessary -- and then you call them an authoritarian
| fascist.
|
| Your comment is incredibly inappropriate.
| fblQ wrote:
| > At which point in history could any person blurt out a
| brainfart and have thousands of people around the globe hear
| it and react instantly again?
|
| Usenet, for several decades already. Good NNTP servers had
| nearly perfect spam filtering and the trolls were handled
| individually by each user in killfiles.
|
| If Google had kept the simple original web interface from
| around 2004 we might not have had all these issues. GPT-3
| spam is hard to detect, but can be handled by killfiles.
|
| Of course the real goal of Twitter is to do user profiles and
| possibly log private messages, for which Usenet isn't
| suitable. I wonder who on earth would send a sensitive
| "private" message on Twitter.
| atoav wrote:
| Usenet was much, _much_ smaller and quite certainly not a
| statistical representation of society (people who could
| afford, access and understand the thing).
|
| Most modern problems with social media started emerging
| when _the general public_ started using it.
|
| Specialist communities like IRC channels, Hacker News,
| certain subreddits or webforums still work quite well,
| because let's face it: It is not the general public there.
| Vespasian wrote:
| Very true.
|
| And even in specialist communities there is a certain
| degree of moderation needed in order to keep it in order.
|
| In the offline worlds individuals for which (reasonable)
| moderation is needed are kept in check by society (either
| through social pressure or physical force).
|
| Very seldom they are the beginning of societal changes
| but usually they are just unpleasant (e.g. "I hope you
| and your loved ones get murdered because...") people
| which most others avoid if they can.
|
| I'm very sure I would leave any platform where their kind
| is allowed to run wild and so would many of my family and
| friends.
|
| Facebook is a very good example: Most people are boring
| and nice enough. Those who are not (ranging from annoying
| to vile) spoil the fun for everybody else.
|
| People leave (in part) because they don't want constant
| conflict and not every opinion is worth to be heard.
| client4 wrote:
| I think the salient point is the impotence of the SEC.
| dm319 wrote:
| People keep bringing up your point 5 here. Almost every other
| comment seems to parrot this idea that there is some paragon of
| free speech that Twitter doesn't achieve.
|
| Setting all the discussion of what free speech should be,
| aside, I don't see people making the point that Twitter's huge
| success as a social media platform may actually relate to their
| moderation policies. Twitter was found to be more resistant to
| fake news than other social media sites. I don't know whether
| this relates to the public nature of tweets or their
| moderation.
|
| Twitter's moderation policy may exactly be the reason the
| platform has done so well, and rather than clamouring for
| Twitter to change, I'd suggest that we allow the free market to
| allow another platform with different a moderation approach to
| compete.
| browserman wrote:
| Tesla's AI engineers can't even solve their own problems, why
| do you think they could solve Twitter's?
| memish wrote:
| They have solved much harder problems than spam bots.
| nevir wrote:
| Solved is a strong word here. They've certainly made a lot
| of progress
| derefr wrote:
| "Spam bots" on their own aren't a hard problem. The hard
| problem is a very restrictive set of constraints on the
| solution space, e.g. "can't inconvenience or increase
| barriers to posting for legitimate users in any way."
| glogla wrote:
| Did they stop killing people by crashing into stationary
| barriers yet?
| ehsankia wrote:
| You mean self driving, which they promised would be ready
| over 5 years ago and still barely at L3 level? Meanwhile
| Google engineers have actual L4 level self-driving in both
| Phoenix and San Francisco (by your logic, they are better
| than Tesla engineers), yet have not managed to solve
| Youtube's spam problem.
| [deleted]
| pennaMan wrote:
| >Meanwhile Google engineers have actual L4 level self-
| driving
|
| They don't have L4 self-driving they just made a
| contrived railway system for their cars. The second the
| car is out of the hardcoded route it's not a self driving
| car anymore.
| ehsankia wrote:
| First off, it's a hard coded area, not "route". They're
| not buses. A limited area is part of the definition of
| Level 4. What you're thinking of is Level 5, which is
| being able to handle any area and situation.
|
| There are also reasons beyond capability for the cars
| being limited to an area. One is legislative, they
| literally are not allowed to offer service outside a
| given area. Another is maintenance, the cars need to be
| within range for their team in case of emergencies or
| accident. The cars have been tested in many cities
| outside those two cities, but offering a user-facing
| service has a lot more barriers.
| itsoktocry wrote:
| > _The second the car is out of the hardcoded route it 's
| not a self driving car anymore._
|
| So what you're saying is that at least the car is self-
| driving sometimes, whereas the Teslas never are. That's
| your pro-Tesla argument?
|
| You can get in and drive around in a Waymo taxi with no
| driver and yet Tesla fans are still claiming it's not
| self-driving, while Tesla is. Hilarious.
| idiotsecant wrote:
| This is the last place I would expect to see naive hero
| worship of Tesla's autopilot software, of all things.
| rezonant wrote:
| I think they all came out of the woodwork after the last
| article.
| [deleted]
| j4yav wrote:
| All in Podcast can be fun but it's way more on the side of
| entertainment than information/insight. There is a lot of self-
| serving narratives on that show, and I think they'd be the
| first to admit it. One of them was saying a few weeks ago that
| the root cause of the Russian invasion of Ukraine was Twitter,
| so you know.. grain of salt and all that.
| FFRefresh wrote:
| Any direct quotes/sources to substantiate that a "Twitter as
| root cause of Russia's invasion of Ukraine" claim was
| honestly made?
| aaronbrethorst wrote:
| Oh, is that a white nationalist? No, it's a stoplight! Very
| well, carry on.
| poop666 wrote:
| nullc wrote:
| A poison pill adopted up front before there were any third
| parties that could claim to be prejudiced by it or adopted with a
| shareholder vote is one thing ... this seems to be begging for a
| successful lawsuit, and I can think of one 10% level investor who
| would be likely to file one.
| poop666 wrote:
| vimy wrote:
| > Elon Musk is speaking to investors who could partner with him
| on a bid for Twitter, sources close to the matter told The Post.
| A new plan that includes partners could be announced within days,
| those sources said. ... But that pill may not stop other entities
| or people from acquiring their own shares of up to 15% of the
| company. Those owners could partner with Musk to force a sale,
| make changes in the executive ranks or push for other overhauls
| of the company.
|
| https://nypost.com/2022/04/15/elon-musk-considers-bringing-i...
| randyrand wrote:
| How are poison pills legal? If the board can make arbitrary rules
| can't they just zero out Musks or anyone else's shares right now?
|
| Or say "Anyone with the last name of Musk now owns type D share
| with 1/100th ownership value".
|
| Poison pills seems pretty close to doing just that.
| randyrand wrote:
| From ArsTechnica:
|
| "Even before Friday, Twitter had bylaws that "could have the
| effect of rendering more difficult, delaying, or preventing an
| acquisition deemed undesirable by our board of directors," the
| company said in a February 2022 SEC filing. That includes "a
| classified board of directors whose members serve staggered
| three-year terms," and the ability to "authoriz[e] 'blank
| check' preferred stock, which could be issued by our board of
| directors without stockholder approval and may contain voting,
| liquidation, dividend and other rights superior to our common
| stock."
|
| Sounds like the board can do pretty much anything they want
| with Twitter's stock. I find it incredible that a regulated
| public company can issue abitrary shares with any terms they
| want.
|
| They made these rules before Friday. but it also sounds like
| they could have made them today if they wanted to.
| __turbobrew__ wrote:
| That is insane. Was never a holder of $TWTR and never will be
| given these insane bylaws which allow the board to issue
| preferred stock without any accountability.
| Ekaros wrote:
| As potential regular shareholder any of that type provisions
| just sounds extremely scary and overreaching...
| cryptonector wrote:
| Then there's the question of whether such bylaws should be
| legal.
| mym1990 wrote:
| Not well versed in any of this, but could this be Musk just
| toying around with Twitter and/or him bluffing to get a reaction?
| Does he have any legal obligation to go through with the purchase
| if Twitter was open to it?
| friesfreeze wrote:
| (1) yes, though would be an expensive troll and (2) no - offer
| was non-binding and very conditional (due diligence, financing,
| etc.)
| mym1990 wrote:
| Thank you! Why would it be an expensive troll if no money is
| changing hands?
| friesfreeze wrote:
| Well (1) you can be sure Musk is paying lawyers $$$ to make
| sure he doesn't deeply fuck up on any securities rules
| given his contentious relationship with the SEC [though
| fairly that might be de minimus to him] (2) there is an
| opportunity cost to putting money so much money in twitter
| just for laughs [he could be doing other things] and (3)
| there is risk that the twitter stock could fall out from
| under him. (3) is really only a cost relative to having the
| money in a diversified portfolio - but it is a real cost
| nonetheless.
| loeg wrote:
| He has put like $4 billion into Twitter stock, which is
| volatile.
| toephu2 wrote:
| Wow, my prediction is Musk will walk away, Twitter stock price
| will tank, and Twitter will be flooded with thousands of
| shareholder lawsuits (for breaching their fiduciary duty).
| [deleted]
| Waterluvian wrote:
| Why will the price tank? None of this changes the value of
| Twitter if he walks away.
| collinvandyck76 wrote:
| Musk has basically hinted that he might sell his 9% stake if
| the deal doesn't go through. a selloff of that volume would
| definitely change the value of Twitter.
| aczerepinski wrote:
| No, only the price.
| esperent wrote:
| Stock prices are largely based on the emotional responses of
| humans, at least in the short term.
| daenz wrote:
| $TWTR has been trending down over the last year. When he
| bought, the price went up 27%, signaling that people thought
| his involvement would be positive for the company. If he says
| "twitter is hopeless" and pulls out, the sentiment will be
| that nothing can save twitter.
| sudosysgen wrote:
| No, it's not. It's people that want to buy, so they can
| sell it at a premium to Musk later. It's pure speculation.
| GCU-Empiricist wrote:
| I keep seeing this sentiment, and it seems like wishful
| thinking.. The paper is out there on how to defeat the
| poison pill: trigger the pill, let the stock tank, offer at
| a lower price per share but at the same market value plus
| what was put into the company to acquire the new stock by
| the diluters. Full market price is full market price. Look
| at Musk's investment in automation at Tesla he knows how to
| play the long game. ttps://scholarship.law.nd.edu/cgi/viewc
| ontent.cgi?article=1102&context=law_faculty_scholarship
| Waterluvian wrote:
| Yup that tracks. Thanks!
| Tostino wrote:
| Which is just fucking rank market manipulation
| trixie_ wrote:
| If he honestly wants to buy it which given the hoops he's
| jumping through seems to be the case then it's not
| 'manipulation' at all. Every move Elon makes is going to
| change the price. I think we all know he's not 'in it for
| the money' so it'd be pretty hard to make the case for
| manipulation. He really wants it. And if everyone else
| thinks Twitter would be better off with Elon as owner the
| stock goes up. And if he gives up trying, the stock goes
| down. That's not manipulation, that's sentiment.
| stupandaus wrote:
| this is incorrect. the price going up is a reflection of
| the market's believe about the % likelihood of a deal.
|
| for example at market close of $45.08, the market is
| betting there is a $45.08/$54.20 = 83% chance that this
| transaction goes through.
|
| there are certainly individual stockholders who are buying
| because they like his involvement, but that is tiny
| compared to people buying and selling a very near-term bet
| BurningFrog wrote:
| > _at market close of $45.08, the market is betting there
| is a $45.08 /$54.20 = 83% chance that this transaction
| goes through._
|
| This assumes the price without the transactions goes to
| $0.00!
| stupandaus wrote:
| yes, there are many factors that can influence a
| valuation. and in different price ranges, different
| factors will have different weights. since the price is
| not $0 today and is relatively close to the potential
| transaction price, the % likelihood of a transaction has
| much more influence.
| ironSkillet wrote:
| I think the comment is more about the fact that your
| calculation of 83% doesn't make sense. However, I agree
| with you that likelihood of the deal going through is
| definitely impacting the short term valuation.
| bscphil wrote:
| Correct, and furthermore, Musk's offer was made after he
| announced his stake in the company, which is what caused
| the price of the stock to rise. Him offering to buy it
| outright barely affected the share price:
|
| > The social media company's shares were little changed
| at $45.81 in New York on Thursday, a sign there's
| skepticism that one of the platform's most outspoken
| users will succeed in his takeover attempt. -- Bloomberg
|
| So while the news of a major stakeholder with the power
| to join the board and affect how things are run did cause
| a significant blip in Twitter's stock price, the attempt
| to buy it outright doesn't seem to have affected things
| much. Even if we (incorrectly) assumed that all of the
| rise from ~$40 to ~$45 is associated with the possibility
| of Musk paying $54 a share, that suggests the market
| assigns only a ~36% chance of the deal going through.
| chernevik wrote:
| 1. The possibility that Musk would bid for the company,
| nonzero before all of this, goes to zero.
|
| 2. The market observes a very capable businessman, after
| discussion with management, deems it incompetent and value-
| destructive.
|
| 3. Said businessman, with a track record of remarkable
| success in a variety of ventures and demonstrated skill with
| social media, may launch a competitor service.
|
| All three of these are bad signals for Twitter's future cash
| flows.
| maxlybbert wrote:
| I also believe that Musk will walk away and the stock will
| tank.
|
| Musk's recent stock purchase and discussion about joining the
| board made the price jump significantly. You're right that
| there's no obvious reason that his involvement should change
| Twitter's value, but the market appears to think otherwise.
| If he walks away, at a minimum, I would expect that the stock
| price will drop to what it was before he started playing
| around.
|
| But if he walks away, I believe he'll also do something to
| make the stock drop more. For instance, he'll stop Tweeting,
| which should have a measurable impact on the number of people
| actually using Twitter regularly.
| lazyjones wrote:
| They might sell 100% to someone else before that happens,
| like Microsoft or the Saudis.
| Waterluvian wrote:
| Thanks. That makes sense and I see it now.
| stephen_g wrote:
| I've muted him, and I'm sure many other people have.
| Honestly if he leaves and that makes some of his fans leave
| too, I don't see how that would do that much except for
| slightly raise the quality of conversations across the
| board!
| gnicholas wrote:
| > _For instance, he'll stop Tweeting, which should have a
| measurable impact on the number of people actually using
| Twitter regularly._
|
| There are that many people whose engagement depends
| entirely upon whether Elon Musk is actively tweeting? I
| don't use Twitter much, but that seems pretty amazing if
| true.
| burnished wrote:
| You might be imagining the wrong model, its not the
| people that'll leave if Elon Musk does, but the entire
| cesspool around repackaging hot takes and reactions to
| his actions and tweets goes away too. I have a feeling
| its a lot of content that would dry up.
| oceanplexian wrote:
| It will lower the value to institutional investors that they
| pulled the "poison pill" move, because it means that
| management is entrenched and they can't remove the board if
| they needed to. Elon isn't the only one who is barred from
| buying a controlling stake in the company.
| alfor wrote:
| He will sell his 9%
|
| He will start something to compete against Twitter.
|
| Twitter will be stuck with their current management and
| cultural problems.
| tehwebguy wrote:
| Nobody will switch from Twitter to some knock off he or
| anyone else makes.
|
| (By "nobody" I mean both nearly 0% of users and only people
| who will not be missed on Twitter)
| OrvalWintermute wrote:
| There is definitely a network effect around scale and
| populations of users.
|
| Gettr seems to be making positive inroads on the
| conservative/libertarian population, particularly those
| for whom twitter is not an option due to previous
| banning/shadow-banning, and de-boosting.
|
| As I expect there to be consolidation between truth
| social, gettr, parler, and others, think this will only
| get stronger.
|
| Part of this is also that younger populations are
| preferring tiktok to Twitter imo.
| wyclif wrote:
| Loads of people said that about Twitter in 2006 when it
| was a "knock off." It's been proven wrong again and
| again. And Musk is the kind of guy who can create
| significantly large network effects and economies of
| scale.
| tehwebguy wrote:
| Twitter has never been a knockoff experience, it was as
| different from the social media that succeeded before it
| as TikTok is from YouTube.
|
| Meanwhile any number of near-exact replicas of it exist
| with a different flavor: freer speech, paid service,
| decentralized, specifically for particular political
| affiliations to name a few. None of them have made a
| dent.
| wyclif wrote:
| But that just proves my point: they didn't make a dent
| because none of them had the network effects and
| economies of scale that a proposed alternative created by
| Musk would have.
| tehwebguy wrote:
| Many founders & VCs have believed this, notable
| spectacular failures include Vessel & Quibi.
|
| I don't claim to know exactly what it takes to
| successfully achieve this but one or even several content
| / creator verticals won't cut it IMO.
| tag2103 wrote:
| I hate to disagree with you but when was the last time
| you checked your MySpace page?
| rcpt wrote:
| Voat or diaspora are better comparisons
| Uehreka wrote:
| Facebook (the thing I think people will agree destroyed
| MySpace) was not started by someone fed up with MySpace
| saying "I'm going to make the same thing, but I'll
| moderate it differently!" It was started before MySpace
| had reached peak popularity, by an entrepreneur with a
| totally different product vision and way of looking at
| the world. Elon's hypothetical Twitter-clone would
| probably be more like Gab, Parler or the Trump thing:
| Twitter, but with less moderation and some sort of weird
| gimmick, like "starting midnight Tuesday, I'm giving a
| free Model 3 to the first 1000 people who sign up!" or
| "I'm hosting a quarter of the load on servers on StarLink
| satellites!"
|
| Twitter won't be destroyed by someone making a slightly
| different Twitter clone, it'll be destroyed by something
| that re-imagines entirely in a way that also supplants
| it, and it'll probably come from someone we don't know
| yet.
| saalweachter wrote:
| Just to pile on here, Facebook was founded _six months_
| after MySpace.
|
| Pop culture places MySpace somewhere contemporary with
| the rotary phone, but there were undoubtedly people who
| heard of and used The Facebook first.
| trixie_ wrote:
| Or just team up with the other big owners who think the
| value would go up with him at the helm and...
| TobyTheDog123 wrote:
| A lot of people in this thread share your opinion, but I'm a
| bit confused by it.
|
| If the board acted against the usual shareholder interest (to
| make money) by turning down an offer 54% above premium, would
| it not be easy to claim that the board is not in it to make
| the average investor money on $TWTR?
|
| Therefore, wouldn't the value of $TWTR as an investment be
| far far less than companies who do make it their primary
| goal?
|
| That's not to even mention the 9% of Elon's stock that he
| claimed he would now sell.
| stephen_g wrote:
| Twitter's board doesn't have any obligation to maximise
| short-term profits for investors (or maximise profits
| generally) - there has always been a misconception that
| companies/directors had to by law but the actual laws are
| much more general.
|
| But at the end of the day, if the board thinks that Twitter
| may be worth more long term than what Musk is proposing to
| buy it for, then it's perfectly reasonable to argue that
| it's in the shareholder's interests not to sell it.
| Uehreka wrote:
| Yeah but that analysis downplays the shareholders' thoughts
| about the future. If they largely feel like Twitter's real
| value is $100B, that it just hasn't been realized yet, and
| that they think it can be realized, then it totally makes
| sense to turn Elon down.
|
| In reality though, the shareholders are a giant mob of
| people with wildly varying views about Twitter's place in
| society, its true value as an asset, its ability to achieve
| its true value, and just generally what the best way to
| "make the most money for the shareholders" is. So I don't
| think it's an open-and-shut case that the board betrayed
| the shareholders. It's probably a muddy case that'll play
| out in court over months or years.
| chernevik wrote:
| It is the _directors_ making decisions here, not the
| shareholders. Those directors were chosen by management,
| and -- newsflash! -- they are beholden to management.
| They must jump through some legal hoops to discharge
| their fiduciary duties and protect themselves from
| lawsuits, but at the end of the day they'll do what
| management wants.
|
| Does management want to maximize the value of Twitter?
| Er, no. Management wants to maximize some combination of
| their compensation, their agency controlling a company,
| and their social capital controlling a social media
| platform. Maximization of shareholders' value is a legal
| objective to which management must pay legal lip service,
| but it is not in any way shape or form the interest of
| management, save insofar as management compensation is
| related to share price.
|
| If management cared about shareholder value, it would not
| have induced the board to enact this poison bill
| nonsense.
| lazide wrote:
| Generally the board of directors is voted on by
| shareholders and supervises management. Is Twitter
| structured differently somehow?
| mr_toad wrote:
| > It is the _directors_ making decisions here, not the
| shareholders. Those directors were chosen by management,
| and -- newsflash! -- they are beholden to management.
|
| Shareholders can appoint, remove or replace directors, or
| even the entire board.
| noelsusman wrote:
| Companies are not required to sell to any random billionaire
| who comes by and offers a premium over the current share price.
| There will be lawsuits, and they will fail.
| ergocoder wrote:
| It is naive to think that shareholder lawsuits will win.
|
| Have you looked at some crazy behaviours from Musk?
|
| Like how he teased SEC. How he tried to falsely accuse British
| diver as a child rapist.
|
| Not to mention, the price isn't that good. There were people
| who bought at 70 a few months ago.
|
| Offering at 44 is kinda meh.
|
| If musk offered 1000 per share, then the lawsuit may have had
| some weight.
| extheat wrote:
| > falsely accuse British diver as a child rapist
|
| Let's be specific, "pedo guy". And that was an insult in
| response to an equally profane insult from the other guy. Two
| wrongs don't make a right, but he apologized and people who
| have said equally bad or worse things also occupy high
| places...
| ergocoder wrote:
| This is not insult. It is malicious intent.
|
| Weeks later someone talked to musk about it, and he replied
| "Bet ya signed dollar it's true".
|
| Elon also hired private investigator to dig dirt on the
| diver but found nothing.
|
| https://techcrunch.com/2018/07/15/elon-musk-tweets-hell-
| bet-...
|
| Musk also emailed BuzzFeed reporter suggesting that the
| diver was a child rapist. Source:
| https://www.buzzfeednews.com/article/ryanmac/elon-musk-
| cant-...
|
| Some of my friends even said that musk was this confident,
| maybe musk knew something we didn't.
|
| His excuse in court saying that "pedo guy" is just a common
| insult in Africa. Nobody in Africa uses this term.
|
| The BuzzFeed email wasn't included in court because it
| wasn't public communication. Okay, dude, great justice
| system.
|
| Please stop simping for musk. This person tried to destroy
| innocent lives with false pedophile accusation.
| extheat wrote:
| I think you again have missed the point that it was not
| an unprovoked comment. It was in response to another
| insult. I don't know how betting money on an insult makes
| it not an insult. It's one thing to attack someone
| because they dislike you or it's not provoked at all.
| It's another to respond to an ad hominem with another.
| Nobody is disputing he went far overboard than he needed
| to, and that his position gives him dangerous influence
| (as with many celebrities). In the end he deleted the
| tweets and apologized. Unless you have reason to believe
| that it's insincere, I'm not holding weight on a war of
| words.
|
| What it emphasises is the need for self-moderation
| especially when your state of mind is in fight mode. The
| mistake here is Elon's stream of consciousness doesn't
| stay off of twitter for his own determent. That is not an
| inherently malicious thing. People get into arguments all
| the time and say stupid regrettable things in the moment.
| Playing out on the internet--especially with a big power
| dynamic at play no doubt is bad. But let's not forget
| we're not robots here--hence we're not sending people to
| jail after arguments.
| ergocoder wrote:
| "bet dollar" happened weeks later. This is not "in the
| moment" stuff.
|
| He sent email to BuzzFeed report trying to get them to
| write about the child rapist.
|
| He hired PI to dig dirt on the diver.
|
| This is not a response to an insult.
|
| Musk intended to destroy the diver's life with a false
| child rapist accusation.
|
| Nah, he didn't apologize. He said in court that insisting
| somebody is a pedo is a common playground insult in
| Africa.
| extheat wrote:
| Yes Elon is known for manic states, it's not a new
| detail. The legal discovery process is basically also
| "digging up dirt", and both sides do it before a trial to
| bolster their cases. That doesn't imply malice (as in,
| wanting to harm someone aside from mocking them), which
| is also something for a jury to determine. And a jury
| decided, unanimously after viewing the totality of the
| case, that the comments did not amount to defamation.
|
| > he didn't apologize > He said in court that insisting
| somebody is a pedo is a common playground insult in
| Africa.
|
| Apologizing and making this clarification are not
| mutually exclusive things.
| ergocoder wrote:
| > The legal discovery process is basically also "digging
| up dirt"
|
| Except that Elon hired a PI to do that way before he got
| sued.
|
| Also, if child rapist is a common insult (this is elon's
| main defense in court), why would he need to dig up dirt
| on the diver?
|
| Because Elon wanted to figure out if the diver had some
| history related to sexual assault.
|
| > Yes Elon is known for manic states, it's not a new
| detail.
|
| Are you implying it is okay for Elon to make false child
| rapist accusation?
|
| I have no idea how his general trait is relevant with
| this specific event.
|
| > Apologizing and making this clarification are not
| mutually exclusive things.
|
| Nobody said they were mutually exclusive.
|
| I am saying that he didn't apologize.
|
| > And a jury decided, unanimously after viewing the
| totality of the case
|
| First of all because BuzzFeed email wasn't included in
| the case
|
| Second the diver had to prove damage, which was hard to
| do.
|
| This is like Donald trump never commits sexual assault
| because he is not convicted.
|
| Stepping back, are you normally calling your friends and
| families child rapists as a fun insult? Are those normal
| insults to you?
| extheat wrote:
| Let's keep emotion away to understand what's happening.
| You emphasise the alleged hate and are regurgitating the
| private investigator points. He made an accusation as an
| insult. And dug in on it, on his own FU money, to not
| lose the argument. It's not right, but missing the
| crucial context before and after: he was not the
| instigator, and he apologized for it after.
|
| > Are you implying it is okay for Elon to make false
| child rapist accusation?
|
| People say much worse than "pedo guy" in arguments,
| although this is subjective. In a response to another
| insult, I'll mark "Sorry pedo guy..." as an informal
| childish remark, not a sober threat with the intent to
| harm someone.
|
| > Nobody said they were mutually exclusive. > I am saying
| that he didn't apologize.
|
| I don't understand what you're saying here. This means he
| can apologize for and also clarify the context behind the
| insult. So far, his last words on the topic in sworn
| statements are that he didn't mean the comments to be a
| statement of fact and apologized.
|
| > Second the diver had to prove damage, which was hard to
| do.
|
| They had to prove if a reasonable person would take the
| statement as a fact of matter. Whatever dirt he dug up
| with an investigator is something that happened after the
| fact, and private comments he made digging in are self-
| inflicted collateral damage, not preceding the comments
| in question.
|
| > I have no idea how his general trait is relevant with
| this specific event.
|
| The totality of the case also needs to mention the
| context that he was trying to help, on his own dime,
| children who were trapped underground. It doesn't make
| his comments right, but taking statements at face value
| lacks human context.
| l33tc0de wrote:
| ergocoder wrote:
| Oh no you are right. I am in so much pain right now lmao.
| cmurf wrote:
| If Musk is sincere, he will turn Twitter into an 8chan racist
| hellhole. He has said he believes in absolute free speech.
| Racism, trolling, libel, dick pics, blatant racism are all fair
| game. He'd reverse Trump's lifetime ban.
|
| Maybe Twitter was always doomed because it was just fad. But
| the idea Musk alone can save it is absurd.
| hooande wrote:
| As is detailed by many smart people below, fiduciary duty
| lawsuits are difficult to win. They'd pretty much have to have
| board members emailing each other saying "This would be in the
| best interest of shareholders, but let's screw them over
| instead"
|
| This was an epic debacle. Musk invested 4 BILLION dollars in an
| asset of questionable value, because "free speech". If he times
| it right he could come out ahead financially. But in general
| this was a pointless distraction and public fiasco that served
| no one.
|
| I have no idea what he was doing or what his goals were. It
| looks like he was upset that people he liked were getting
| banned by twitter and was afraid that he'd run afoul of their
| rules himself, so he tried to buy the company. And despite
| being one of the richest humans to ever live, he failed at
| that.
|
| This is just a head scratcher and a massive L. I don't see
| another way to view it.
| jv22222 wrote:
| > I have no idea what he was doing
|
| Would it be illegal for him to launch a Twitter competitor,
| take 40 million followers with him, and sell all of his
| Twitter shares on the same day?
|
| Perhaps that is the strategy? A 1-2-3 punch to launch his own
| network.
| imilk wrote:
| Who would join his new network that isn't already on gab,
| parler, gettr, or truth social besides Telsa fanboys and a
| bunch of crypto enthusiasts?
| [deleted]
| CompleteWalker wrote:
| In the recent Ted talk Musk talked about needing AI-complete
| solutions for projects like full self-driving and Optimus
| (tesla bot) to succeed. He also wryly mentioned that there
| was a plan b if his Twitter bid wasn't accepted.
|
| He's heavily invested in AI and machine learning, could he be
| interested in twitter's data?
| hooande wrote:
| He could just give them money for it. I'm sure they'd love
| having a multibillion dollar customer.
|
| It's very possible that his AI investments have yielded
| developments that we can't imagine. But it's hard to see
| the value of twitter's data over that of, say, the internet
| cache that gpt-3 uses.
|
| I have no idea what the plan b he alluded to is.
| CompleteWalker wrote:
| Sure he could pay for it, but buying the company (and
| taking it private) is potentially a way to get paid for
| access. Web archives - like common crawl - are snap shots
| of the past, but twitter users react and discuss events
| in real time.
|
| Reliably parsing and interpreting new, potentially
| unreliable data is part of that whole AI-complete thing.
| throwntoday wrote:
| I think he's more interested in the power of twitter as the
| public square. There's no doubt Trump won his presidency
| through that social media presence (and his non-stop
| rallying of course). That kind of power is more useful than
| say buying the Washington Post.
|
| I would be more interested in him implementing certain
| features like a journalistic credibility score for outlets
| and individuals. Base it on number of retractions,
| mistakes, and outright lies. Surely a score like that might
| put certain fake news propagators in line.
|
| This is something he pitched before although as a
| standalone website. Integrating into twitter seems more
| useful.
| imilk wrote:
| > I would be more interested in him implementing certain
| features like a journalistic credibility score for
| outlets and individuals. Base it on number of
| retractions, mistakes, and outright lies. Surely a score
| like that might put certain fake news propagators in
| line.
|
| Which then raises the issue of who scores the scorer. You
| already have people throwing fits because the garbage
| they post gets labeled as misleading or not true. So how
| would this be any different besides you liking the person
| in charge of the scoring?
| throwntoday wrote:
| Could be done with ML perhaps, or via consensus. I did
| list retractions for that reason, as there is a point
| where even an outlet needs to admit they got something
| wrong, but burying it at the bottom of a year old article
| no one will ever see is a dirty move. Either way it's not
| my problem to solve, just something I would like to see.
| browserman wrote:
| After considering it for a bit, my opinion is that it's
| mostly a political ploy; if he buys it, he'll bring back
| Trump et. all, expecting that once the GOP is back in power,
| they'll make any trouble he may be expecting with the SEC and
| the National Labor Relations Board go away
|
| I think there are probably other factors at play too. His
| ego, of course. And also the general desire, also evident
| among VCs like Andreesen, to discipline the Silicon Valley
| workforce and remind the uppity code-monkeys who's really in
| charge.
| FFRefresh wrote:
| It's really fascinating seeing all the conspiracy
| theorizing going on with this offer. You have a number of
| really creative threads going on here.
|
| To step through this... So we have someone with a net worth
| near 300 billion dollars that is going to go through all
| this trouble to:
|
| -Unblock one user
|
| -Which will then trigger an American political party to
| like him
|
| -This political party will then make it less likely the SEC
| will bother him, potentially saving him tens of millions of
| dollars (or 0.01% of his current net worth) in some
| hypothetical scenario
|
| What a theory! This same political party and twitter user
| was in power when the SEC fined him+Tesla $40 million in
| 2018. How do you make sense of that with your theory?
|
| If politics was his main driver, why wouldn't he just use
| his wealth to _directly_ incentivize politicians?
| browserman wrote:
| I don't think it's a straight quid pro quo or that he's
| on a secret Signal chat with Trump or anything. Just part
| of a broad alignment of the tech oligarchy with the
| Republican Party on anti-labor and anti-regulation lines.
| FFRefresh wrote:
| Again, why would Elon Musk, with net worth near 300
| billion dollars, go through all this trouble to maybe
| save 0.01% of his net worth in fines in some hypothetical
| scenario? The ROI seems absolutely terrible for that
| theory.
|
| And why when Trump and the Republican party was in power
| in 2018, did they allow Musk+Tesla to be fined if there
| is such a tight relationship along 'anti-regulation'
| lines between the SEC and the President/political party
| in power?
|
| And again, if he cares about political influence, why go
| through all _this_ trouble and why not just directly
| incentivize politicians?
| browserman wrote:
| I think 2018 is exactly the kind of thing he is trying to
| avoid; I think you are underestimating the impact
| vigorous enforcement of labor and securities laws would
| have on his business prospects. Elon and his companies of
| course also spend quite a lot of money on campaign
| donations, lobbying, and political activity.
|
| I think this is probably only one factor at play here,
| and who really knows to what degree, but it's certainly
| more of a factor than marketing pablum about Elon being a
| futurist deeply concerned with the optimal future of
| humanity or whatever.
| FFRefresh wrote:
| None of my questions have been addressed, so I'm guessing
| you are pretty deep into your theory. I do wonder whether
| there is any piece of evidence or logical thinking
| through probabilities/incentives that would alter your
| theory of "Elon Musk buys Twitter to curry favor from
| Trump & the Republican party"?
|
| Would the fact that Tesla mostly just donates to
| Democrats alter anything [1]?
|
| Or that Elon Musk makes more personal donations to
| Democratic politicians [2]?
|
| I'm guessing not. I'm guessing you'll ignore this and see
| that he and his companies donated _some_ money to
| Republicans (even though he gives more to Democrats) and
| that therefore means he 's a diehard Republican who is
| driven to look out for the party.
|
| Have a nice day!
|
| [1] https://www.opensecrets.org/orgs/totals?cycle=A&id=D0
| 0005751...
|
| [2] https://www.opensecrets.org/donor-
| lookup/results?name=elon+m...
| browserman wrote:
| That he also donates to Democrats does not seem at all
| fatal to my speculation, as many avowedly right-wing (in
| the economic sense), anti-labor, anti-regulation
| businessmen donate freely to both parties. You seem to
| have some very confused notions about U.S. politics and
| political economy more generally.
| FFRefresh wrote:
| Got it. So to sum it up:
|
| Elon Musk, who:
|
| -Is CEO of an electric car company and produces solar
| panels to help mitigate climate change
|
| -Donates mostly to Democrats personally and through his
| companies
|
| -Did not donate to Donald Trump, and said "I feel a bit
| stronger that he is probably not the right guy. He
| doesn't seem to have the sort of character that reflects
| well on the United States."
|
| -Was fined by the SEC when Trump & the Republican party
| were in power in 2018
|
| -In June 2017, announced that he would be leaving Trump's
| business advisory council in protest of the president's
| pulling the U.S. out of the Paris climate agreement.
| "Climate change is real. Leaving Paris is not good for
| America or the world,"
|
| -Has a net worth of nearly 300 billion dollars
|
| -------------------------------------------------
|
| Wants to buy Twitter for $43 billion, because:
|
| -It'll curry favor from Trump and the Republican party
|
| -And if elected, Trump/the Republican party will make it
| so the SEC is easier on him (even though they were in
| power when he did get fined before)
|
| -In a hypothetical scenario where he would get fined,
| this preferential treatment could save him 0.01% of his
| net worth
|
| You are right, I am very confused, and this has to be the
| end of the thread for me. I do like probing
| conspiratorial thinking, but I think we've reached a
| dead-end. I bid you adieu.
| browserman wrote:
| Yes, I think he likely regrets his previous public
| positioning and is adjusting. I think, as I said, this is
| part of a broader shift in the tech-ocracy towards more
| explicit anti-labor and anti-regulatory positioning, and
| I think the potential risks of vigorous securities &
| labor law enforcement to Elon's wealth and personal
| freedom are likely substantially higher than the slap on
| the wrist he received from Trump's SEC (which, you'll
| remember, also imposed some mild restrictions on his
| ability to Tweet, which clearly irked him far more than
| the fine). I also don't think a billionaire with a
| California-based business donating to Democrats is at all
| fatal to my little theory here, as plenty of right-wing
| anti-labor, anti-regulation plutocrats donate to
| Democrats if they think it is in their material interest
| to do so.
|
| Given that this is your second attempt at quitting the
| thread with a pre-emptory sign off, I would like to
| apologize for agitating you so much with my idle
| speculation here, and I sincerely hope you're able to
| make this attempt stick.
| [deleted]
| a-dub wrote:
| from what i understand it's a matter of ideals combined with
| the technologist's desire to see the machines (all types,
| including sociopolitical) work correctly.
|
| he wants to see the first amendment function with autistic
| precision. he wants to remove any messy personalization
| because it interferes with that purity. he wants fully
| transparent moderation and proof of fairness. he doesn't like
| the idea that one organization has such control and he likely
| wants to turn the company into a dao. he's searching for a
| problem to apply cryptocurrency technologies to.
|
| what i think he doesn't get are the messy realities of the
| real world. we're already on the cusp of world war iii, can
| we chill for just a few minutes?
| arrosenberg wrote:
| > he wants to see the first amendment function with
| autistic precision
|
| I really wish we'd stop defining social media broadly as a
| first amendment issue. Elon Musk has the right to speak his
| mind without fear of government reprisal, he doesn't have a
| constitutional right to broadcast his asinine opinions to
| millions of people.
| haliskerbas wrote:
| Surprised that he wants to see the "social machine" work
| but is fine mocking the homeless, the poor, or the hungry.
|
| In my opinion the fundamental needs of humans being meant
| is part of the social machine. Not rich people getting to
| whine.
| chernevik wrote:
| You have absolutely zero awareness of the ideas of those
| you disagree with.
| lettergram wrote:
| I think musk believes we wouldn't be on the midst of WWIII
| if free speech was allowed.
| imilk wrote:
| Funny how his free speech ideals come to an end as soon
| as someone says the word "union" at Tesla.
| adfm wrote:
| And here I was thinking that this was a $43B smokescreen
| to obfuscate the $15M payout occurring within the same
| news cycle. What am I missing here?
| psyc wrote:
| I have this recurring fantasy in which some Satoshi figure
| creates a decentralized global bulletin board, such that
| anybody can post and view anything anonymously and
| untraceably, and nobody - not the U.S. government, nor the
| CCP, nor the Mossad, nor the NSA - can stop it short of
| dismantling the whole Internet and starting over. Nobody
| can blame anybody, because nobody can stop it. Not because
| I think such a thing is technically possible. Certainly not
| because I have any fancy argument for why such a thing
| ought to exist morally! But simply to sit back and watch
| the world lose its fucking mind over it. To see the whole
| psyche of human kind projected into public view, and the
| accompanying apoplectic, impotent outrage.
|
| I might also settle for a really quality sci-fi novel in
| which this takes place.
| JohnBooty wrote:
| It wouldn't be any kind of transparent window into the
| human mind.
|
| It would be like any other lightly-moderated or
| unmoderated spaces we've seen before: the wildest days of
| 4chan, etc.
|
| It would quickly be dominated by niche individuals and
| clumps of people who are good at attracting attention
| because they yell the loudest, are the most outrageous,
| tell the most compelling lies, etc.
| sweetbitter wrote:
| Preventing SPAM requires a lot of subjectivity, so
| particular people who download certain sets of posts are
| more like to be senders. Perhaps retrieval of messages
| could be routed over something like I2P.
| hooande wrote:
| This is 4chan. Your recurring fantasy is 4chan
| joncrane wrote:
| Absolutely not. They regularly turn over IP logs to law
| enforcement for various reasons.
| tsol wrote:
| So it was 4chan before they made enough trouble to get
| law enforcement attention. In the beginning it was just a
| bunch of pissed off nerds posting anime that no one took
| seriously
| psyc wrote:
| Not even close. 4chan was vulnerable to censorship from
| day one, and succumbed to it completely over Gamergate,
| of all things.
| iratewizard wrote:
| This is the sort of take you hear from a Reddit dopamine
| addict who's idea of 4chan comes from the losers on his
| favorite marketing platform.
| sweetbitter wrote:
| The moderators' biases shape 4chan and which userbase it
| has, not the users' own subjective choices. Similar but
| not quite.
| brewtide wrote:
| Yik-Yak vs. the world style. I'm down.
| 8note wrote:
| It breaks immediately.
|
| Somebody writes a unlock euqivalent and maintains ban
| lists. Everyone subscribes, because otherwise it's full
| of ads, spam, and edgy 14 year olds repeating slurs like
| it's Xbox live.
| psyc wrote:
| That doesn't break my vision. It's not the whole
| Internet, it's just one bulletin board. People can not go
| there at all if they don't want to. If Twitter's
| moderation was chosen by each user, for themselves, we
| wouldn't have this conversation (though no doubt we'd be
| having a different one). People filtering for themselves
| doesn't touch on what I'm getting at with this thought
| experiment.
| ABCLAW wrote:
| There are plenty of unmoderated corners of the internet;
| always have been, always will be. They were fun when the
| internet started out and when the financial incentive to
| spam the everloving shit out of them was low, but that's
| not really the case anymore.
|
| You can't go back home.
| ozay wrote:
| Did you mean uBlock?
| a-dub wrote:
| it's a false projection though. it wouldn't be a
| projection of humanity -- it would be a projection of
| humanity warped by the games that would emerge as
| generations learn to cope with anonymous
| hyperconnectedness.
|
| it's not some mirror that reflects who we really are,
| it's the chaos that comes from navigating entirely new
| paradigms of attention games and connectedness at scales
| we haven't yet evolved for.
| imbnwa wrote:
| No translation without transformation
| [deleted]
| [deleted]
| plainOldText wrote:
| _To see the whole psyche of human kind projected into
| public view, and the accompanying apoplectic, impotent
| outrage._
|
| Brilliant!
|
| Can't help but wonder if over time - having the ability
| to peek into our collective psyche - this would trigger a
| significant divergence from the present evolutionary
| trajectory of our unexamined collective mind; maybe for
| the better, maybe for the worse.
| kmeisthax wrote:
| This already existed, it was called Freenet[0], and it
| was just as much of a trash dumpster as one might
| imagine. I have no idea if it still works.
|
| The fact of the matter is that such a system absolutely
| would not scale. USENET crumbled under the weight of
| early 90s _AOL_ subscribers; imagine even a fraction of
| today 's Facebook or Twitter users moving to a similarly
| open system. It would be absolutely unusable chaos.
|
| The thing is, these systems are not "the whole psyche of
| humankind projected into public view". That's far, _far_
| too generous for it. What usually happens is that the
| loudest extremists scream over everyone else, sock-puppet
| support for each other, create an echo chamber, and then
| proclaim that everyone who doesn 't think like them isn't
| a real human being. The vast majority of people do not
| actually interact with the system.
|
| [0] Technically speaking it was some extra overlay
| software on top of Freenet. I don't remember the name.
| sweetbitter wrote:
| No, it isn't impossible at all. However, it would be very
| subjective- like that Freenet overlay software that
| eliminates SPAM and child pornography with ease, such a
| system would be more based on subjective webs of trust
| and optional lists people could subscribe to, used to
| determine what you see.
|
| The sender anonymity part could just be having every node
| act as part of a mixnet- wait until you receive X
| messages and/or Y time has elapsed, shuffle messages,
| send them out to randomly chosen nodes, repeat this for 3
| hops and then your message is propagated.
|
| I've wanted to make something like this for ages since
| 4chan has gone so downhill. Perhaps it should happen
| then. It would probably be easier to adopt than something
| as complex as Freenet FMS for sure.
| a-dub wrote:
| technically possible, yes. but what do you think people
| would use it for and what problem would it solve?
|
| how could it be abused by trolls? both local and nation
| state funded?
| sweetbitter wrote:
| Trolls would need to avoid being too overtly
| inflammatory, lest they get blocked by kneejerk reaction.
|
| > What problem would it solve
|
| Well, we could have a bunch of discussion boards again,
| ones that aren't at the permanent whims of profiteers or
| atrocious moderation. And strong anonymity even against
| global passive adversaries. Clearly there is a case for
| it, I know a lot of people who would find lots of joy in
| such a thing!
| psyc wrote:
| I would most of all hope it would solve the problem of
| people asking such questions, by making them perfectly
| moot. Folks would be forced to settle for wistful
| speculation about what the world might have been had the
| thing not been created.
| a-dub wrote:
| so you want to take actions that force a state of regret
| upon the world for you having taken them?
|
| the human condition sucks sometimes, but wow, that's
| pretty dark.
|
| you could also consider, you know, actions that make your
| life or the lives of others better. it's likely a more
| rewarding endeavor.
| scythe wrote:
| Freenet was also slightly slower than molasses in
| Antarctica. You had to really want to post there. The
| product of a messageboard is roughly:
|
| sum[user_i in users](opinion(user_i)*engagement(user_i))
|
| It's the second factor that causes all of the problems.
| But much like fast-food companies get a large fraction of
| their revenue from a small fraction of their customers,
| social media companies have trouble disempowering highly
| engaged users when functioning as a profit-oriented
| business.
|
| It's interesting to consider what would happen with a
| "less moderated" messageboard where an individual's daily
| engagement is capped (supposing you solve the multiple
| account problem). It doesn't seem likely that we'll see
| that any time soon, though.
| burnished wrote:
| I'm not getting the impression that his actions are the
| result of a highly polished corporate public personna, I
| think his actions make way more sense if you imagine that
| he's just some regular, kinda bright, really eccentric
| asshole with more money than god.
|
| Like, you can probably imagine at least one person you know
| acting this way if they discovered a genie.
| pbreit wrote:
| "asshole"
|
| What has he done to deserve that label?
| WaxProlix wrote:
| You should do a google search before posting on HN.
| Dude's done tons of really mean, rude, or questionable
| things. At many levels. It's not on the OP to prove it to
| you with exhaustive sources or whatever when you can just
| look around you and get examples.
|
| But since you want an actual link, here: https://duckduck
| go.com/?t=ffab&q=elon+musk+douchebag&ia=web
| TobyTheDog123 wrote:
| I find it pretty ironic that the Hacker News user calling
| someone a douchebag goes on to provide what amounts to a
| "Let Me Google That For You" (lmgtfy) link.
| WaxProlix wrote:
| If I came off as calling someone a douchebag, that's my
| bad - I've reread my comment and don't see that there,
| but if it happened I'm sorry. Could I re-word it somehow?
|
| My main point was that saying "nuh uh" isn't a
| substantive rebuttal to a claim, especially when there's
| a pretty solid wealth of evidence in both directions
| (Musk has been a real turd to some people, specifically
| unionizers or laborers in his domain as well as that one
| anti-submarine guy who he leveraged his wealth to slander
| as a paedophile, but has helmed pioneering work in
| battery tech, propulsion, and non-government viable (!)
| approaches to lots of technological hurdles).
|
| So, given the context of him being a known polarizing
| figure, "what has he done to deserve 'asshole':(" is not
| a substantive comment. LMGTFY is appropriate here, if
| anywhere?
| pbreit wrote:
| I'd grant the "pedo" thing. But I'm not sure what else.
| Link didn't provide anything of merit.
| burnished wrote:
| The pedo thing makes you an asshole. You can still have
| virtues while also being an asshole. I'm not really sure
| what there is to discuss on that point.
| imilk wrote:
| There are very few things you can do that are a bigger
| asshole move than calling the person who bravely rescued
| a bunch of children a pedophile because you didn't get to
| be the hero.
| jdminhbg wrote:
| Not to defend childish Twitter name-calling, but the
| reason he did it was that the dude picked a pointless
| fight with him first. Let he who has not escalated an
| insult battle throw the first stone.
| imilk wrote:
| Your sentence is a a classic example where everything
| after the "but" pretty much contradicts what came before
| it.
| jdminhbg wrote:
| No, they are addressing two different things. The second
| half addresses the parent assertion that he did it simply
| out of spite over whose cave rescue solution worked out
| first.
| imilk wrote:
| You may not be personally deafening him, but you are
| certainly offering a possible defense. So while you say
| "Not to defend childish Twitter name-calling" , you are
| also offering a possible defense for someone calling
| another person a pedophile without cause.
| [deleted]
| dpq wrote:
| I might be misremembering the sequence of events, but I
| thought he called him names because the said hero
| publicly told Elon to shove the microsubmarine he was
| trying to build into his ass. Which kinda changes the
| picture entirely, at least for me.
| imilk wrote:
| Not really when the "microsubmarine" solution was never
| going to work and every minute was vital to get the kids
| out alive. So more of a "piss off and let people who
| actually know what they're doing focus on the job"
|
| And regardless of that, it is still a massive asshole
| move to call someone a pedophile because they told you to
| shut up. Those two insults couldn't be more different in
| severity and social implications.
| litter wrote:
| Every billionaire is supposedly an "asshole" and the only
| reason is because they have the money to do all of the
| things that regular people would also do but pretend they
| don't because they don't have the power to do anything.
| WaxProlix wrote:
| litter wrote:
| Yes, I don't have a reddit account either, because both
| here and reddit are very pro-censorship. I do understand
| though that your comment adds no value and should
| supposedly be downvoted according to the community
| standards of this site. My point is not a troll, it is
| always the case that people who have no power pretend
| that <if you just give me the power> I will be the
| <really good person>. They just want power like everybody
| else.
| WaxProlix wrote:
| Well, you're technically right in that pointing out
| obvious trolls is discouraged here; instead, let's be
| charitable and take your comment at face value then.
|
| > Every billionaire is supposedly an "asshole"
|
| I don't know if this is true; I think some have a pretty
| strong image in the public eye. Gates for a long time hit
| that mark, though the COVID vaccine era allegations work
| against him now. Musk himself - case in point - is
| polarizing, but beloved by many. Buffet AFAICT is seen as
| a kindly, humble market guru with a penchant for helping
| those who need it. The Kardashians' (specifically Kylie
| Jenner's) wealth is admired and lauded by many. Tony Khan
| is ranked highly in sentiment across billionaires, and
| even the polarizing Vince McMahon is well beloved by an
| adoring group. Donald Trump, who is maybe a billionaire?,
| is the actual locus of much attention, merchandise, and
| adoration, of a large portion of the USA. Mukesh Ambani
| is a respected and admired figure in India. I don't know
| what the burden of proof to countermand this is.
|
| > the only reason is because they have the money to do
| all of the things that regular people would also do but
| pretend they don't because they don't have the power to
| do anything.
|
| This seems wildly, unsupportably reductive. Could you
| back this up with anything? I've engaged with the thought
| for a bit and am now more genuinely curious that I was
| before, so - W there for the HN zeitgeist, probably.
|
| > I do understand though that your comment adds no value
| and should supposedly be downvoted according to the
| community standards of this site.
|
| Maybe, maybe not. I'd rather call out a troll and help
| others see it if it'd otherwise fly under the radar and
| scum up conversation.
|
| > My point is not a troll, it is always the case that
| people who have no power pretend that <if you just give
| me the power> I will be the <really good person>. They
| just want power like everybody else.
|
| This is completely unfounded, and - to me, very
| subjectively - sounds like projection. I vehemently do
| not want unilateral power, but I also don't want others
| to have it. Where do I fall on your political compass
| graph?
| matthewdgreen wrote:
| The fact that nature places constraints on ordinary
| humans' worst instincts is probably a good thing. We're
| all fundamentally egomaniacal idiots who would do stupid
| things if granted absolute power. The fact that our
| society has granted a few PayPal co-founders something
| akin to such power is not a strong argument that such
| power is a good idea.
| kixiQu wrote:
| I mean, _you_ don 't have to believe it makes him one,
| but it's not like people can't find examples of things
| that _they_ might consider worth the label:
|
| https://www.bbc.com/news/world-us-canada-50695593
|
| his defense being....
|
| > Mr Musk told the court this week the phrase "pedo guy"
| was common in South Africa, where he grew up.
| imilk wrote:
| Holy moly - reading that article I never knew the British
| caver's lawyer was the same completely delusional Lin
| Wood from the idiotic "kraken" lawsuits. No wonder he
| lost the case.
| the_only_law wrote:
| > I'm not getting the impression that his actions are the
| result of a highly polished corporate public persona.
|
| This has been my thought for a while. Dudes is a character,
| playing a part.
| hyperhopper wrote:
| You missed the "not" part of the sentence.
| pbreit wrote:
| An L for Twitter inc, perhaps. OP did not say shareholders
| would win their lawsuits. Elon obviously has zero interest in
| a financial return. It's clear he genuinely believes Twitter
| could be better, especially around free speech.
| kixiQu wrote:
| If you lose a bunch of money _and_ don 't change the "free
| speech" policy of a website, isn't it still an L?
| pbreit wrote:
| He's already won by spotlighting Twitter's poor record.
| saghm wrote:
| I haven't seen anyone convinced one way or another based
| on these recent events that wasn't already; in other
| words, this offer changed no one's opinion. If pointing
| out that you think there's an issue to other people who
| already believe that issue exists is a win, then sure,
| he's already won.
| garbagetime wrote:
| What's his loss going to be? Like, $500,000,000? I doubt
| the money matters that much to him.
| tdehnel wrote:
| You say "free speech" mockingly in quotes as if it's not the
| one right that literally all your other rights depend on.
| M2Ys4U wrote:
| It's not, though.
|
| In fact free speech is in _direct contradiction_ to other
| rights, and these have to be balanced against each other
| for society to function.
|
| Take the right to privacy, for example. _My_ right to
| privacy necessarily entails restricting _your_ right to
| disseminate information about me.
|
| Or the rights to life and bodily autonomy - the prohibition
| on inciting violence is a restriction of free speech.
| tdehnel wrote:
| Who advocated for those rights and why were they allowed
| to?
| jpcfl wrote:
| He is a futurist, and believes that without free speech,
| human kind is doomed.
|
| I agree.
| bmlzootown wrote:
| The important question is this -- why does he believe those
| things?
|
| This is the same man that at one point tried to say that he
| was the founder of Tesla.
|
| Saying things that I agree with doesn't mean that I should
| inherently be in favor of said person doing X, Y, or Z.
| [deleted]
| jpcfl wrote:
| > why does he believe those things?
|
| Just look at the conditions in any society without free
| speech and you'll find your answer.
|
| More abstractly, free speech is required for free
| thought. Without free thought, we're all thought
| prisoners to whomever controls the information we
| received. Musk's contention with Twitter is that they
| have been positioning themselves as that entity.
| [deleted]
| dtjb wrote:
| Does free speech require a company to give me a megaphone
| to their private platform and users? Does twitter not have
| a right to exercise their speech?
| tonguez wrote:
| Are you capable of talking without regurgitating
| propaganda buzzwords like megaphone?
| dtjb wrote:
| I'm not aware of that term being propogandist. Maybe I
| heard it somewhere, definitely possible. Do you object to
| the image? It seems perfectly fitting which is why I used
| the word.
| krainboltgreene wrote:
| He has actively suppressed the speech of others.
| [deleted]
| vimy wrote:
| These are just the opening moves. It isn't over yet.
| [deleted]
| tmaly wrote:
| The board could always remove the poison pill once shareholder
| lawsuits start. Musk could always step back in and buy at a
| significant discount
| s5300 wrote:
| I wonder if Twitter would be in the right to deactivate musk's
| account. They're a company & he's clearly trying to cause them
| harm. I see no reasons as to why it wouldn't be justified.
| (Hilarious too, I might add.
| outsb wrote:
| Because he's a near-10% shareholder and accounts like his are a
| major driver of new account growth. I wonder if this episode
| has impacted growth or engagement metrics any. Hard to imagine
| it hasn't
| [deleted]
| bombcar wrote:
| They can certainly do it but it's end Twitter as a going
| concern.
|
| People like to pretend.
| ceejayoz wrote:
| If suspending Trump didn't end Twitter, suspending Musk
| won't.
| darthnebula wrote:
| Don't be too sure of that...
| themitigating wrote:
| Why?
| asguy wrote:
| Because depending on how you look at it, Twitter
| suspending Trump (and Babylon Bee et cetera) was part of
| the motivation for Musk to buy Twitter in the first
| place.
| themitigating wrote:
| How do you know that was his motivation?
| s5300 wrote:
| I don't think Elon has or ever has had any affinity for
| Trump. He left his advisor (or something of that nature)
| spot in the administration quite early on for a reason.
| themitigating wrote:
| The parent offered no proof other than a cryptic
| statement
| rubyist5eva wrote:
| I think Elon just wants to destroy Twitter and he's just baiting
| them into tanking themselves, I have a hard time believing
| actually wants to own and run it.
|
| If he did own it, I wonder if he would unban Donald Trump?
| pm90 wrote:
| He would absolutely unban everyone. As he has found out he is
| free to do anything he wants and nobody will get in his way.
| toephu2 wrote:
| Already a discussion here
| https://news.ycombinator.com/item?id=31042187
| computerdork wrote:
| First off, I should say I think Elon is the man. What he's been
| doing at "engineering" companies is of course _absolutely
| incredible_ (go Starship!). But not so sure he should be mucking
| around with a social-networking /media company, in which messy
| social and legal rules are even more important than the
| technologies themselves. Yeah, his idea that free speech should
| be the overriding principle is at it's heart true, but tell that
| to Mark Zuckerberg and FB (as many of us here know, he originally
| was saying something similar years ago, that it wasn't FB
| responsibility to moderate content, but then it became known that
| many organizations and states are using bots and companies
| dedicated to promoting their own agendas. How do you stop
| something like this??). Free speech is an ideal that must be
| balanced with other ideals like protecting individual people &
| groups against defamation and libel amongst other things. Not
| sure an intense, engineering mind like Elon is the right person
| to wade into these very murky waters. And, have a feeling Elon
| wouldn't even enjoy working on a problem like this (as a software
| engineer myself, don't think I would either!)
| politician wrote:
| Counterpoint: Banks are regulated, yet PayPal. Defense
| contractors are regulated, yet SpaceX launches satellites for
| the military.
|
| I don't think claiming that because social spaces involve legal
| decisions, that he's out of his element.
| computerdork wrote:
| Agree, he's used to regulations. But, it's not just the legal
| rules, but the unspoken social rules we have as well as
| groups and factions he'll have to deal with. I could
| _totally_ be wrong, but at least for me, I don 't see him
| being good at or even enjoying fixing the problems of social-
| networking companies. Seems like a distraction from SpaceX
| and Tesla (which is _more_ than enough)
| Nextgrid wrote:
| I don't believe in nor really care about his points regarding
| "free speech" (whatever that even means, considering everyone
| has a different concept of it).
|
| However I believe the current model of social media being
| funded by "engagement" has peaked, is hard to grow in a world
| already saturated by advertising, and is at risk from privacy &
| pro-consumer legislation slowly being enacted around the world.
|
| I just don't see a future in the current model, yet the social
| media industry seems to be stuck in this local maximum without
| an easy way out. A hostile takeover of a large existing player
| by a risk-taker is the "kick in the butt" that the industry
| needs. It may go well, it may go wrong, but IMO it's at least
| worth a try.
| computerdork wrote:
| Good point, Twitter is a bit of a mess. hmm... But a huge
| worry is that Twitter has become such an important mass-media
| tool, and if he messes it up, it could become even more the
| goto outlet for politicians, autocrats, or even just
| businessmen with bad intentions to sway public opinion.
|
| Yeah, as mentioned, Elon is a god, but in my humble opinion,
| his talents are in engineering (and Twitter just seem like a
| problem an engineer wouldn't even want to solve).
| mym1990 wrote:
| You would be surprised, Instagram is showing pretty dramatic
| revenue growth over the past 4 years and it doesn't seem to
| be slowing down. Global expansion into developing markets
| will continue to fuel that 'funding' for social media
| companies. On the ad side, humans seem to be pretty ok with
| buying more and more and more stuff.
| 99_00 wrote:
| Musk wins if he buys the company.
|
| And he wins if he doesn't because his offer is bringing a lot of
| unwanted attention to the people who control Twitter.
|
| And it exposes people who are anti-free speach. A position that
| is now politically acceptable but will collapse under scrutiny
| and attention.
| hedora wrote:
| This has been a long slow slide in the US.
|
| Previous media ownership rules would have prevented Twitter
| from existing at its current scale. This was explicitly to
| prevent too much editorial control from becoming too
| concentrated.
|
| Regardless of whether Musk buys Twitter, the long term trend is
| likely to continue, at least until one party decides to stop
| it. (Consolidation was largely driven by rule changes made by
| the Regan, Bush, Clinton and second Bush administration. Other
| factors have accelerated it since.) E
|
| Edit: I have a hard time having much sympathy for conservatives
| on this particular issue, since some rule changes were timed to
| allow conservative talk show networks to buy up large swaths of
| the US market, and also wre designed to allow Fox News to exist
| as a "entertainment" (obviously biased news) network. Having
| said that, liberal propaganda and conservative propaganda have
| the same root cause.
|
| It's telling that the proposed "solution" to Twitter having
| censors is to let Elon Musk be the censor instead. The only
| thing that has worked in the past is decentralization of the
| news industry, but no one is calling for Twitter to be broken
| up. I guess both sides want it to exist so they can control it.
| maxclark wrote:
| Predictably stupid. They're going to come back and say the
| company is worth >$70B.
| s17n wrote:
| That's how the game is played. If you want to take over a
| company without the consent of its executives, it's going to be
| a fight and you're probably going to lose.
| walterlb wrote:
| If Musk fails, are there likely to be any lasting effects to
| Twitter or more generally to the market?
| christkv wrote:
| Him liquidating his position could crash the stock.
| antr wrote:
| > ... consent of its executives...
|
| *sigh*
| nickysielicki wrote:
| The board of a public company cannot reasonably claim that
| they're worth twice(!) what the market currently values their
| company at simply because they feel it's true. Unless they
| have advertising contracts and growth metrics in the pipeline
| that represent a reasonable doubling of revenue and value,
| they're acting legally irresponsibly. Justifying this is
| difficult. This is objectively a good offer.
| Ferrotin wrote:
| Twitter has the potential to be much higher than its
| current value. It's currently at a zero-earnings pricing. I
| don't know whether Agrawal will turn it around, but if Elon
| or somebody like him stepped in, maybe they could clean
| house and do it. If Twitter employees are freaking out
| right now, it's because they have so many people doing
| stuff that isn't bringing in money.
|
| I think the board is right to reject the offer. Twitter
| could be worth more. Twitter in Elon's control would be a
| more valuable company.
|
| If I were a shareholder, I'd want them to reject 52.40.
| Maybe not 92.40. The ideal outcome would be if Elon gets
| 51% control and I got to remain a shareholder.
| elforce002 wrote:
| Well, Twitter is 16 years old with $5 billions in
| revenue. Their maximum was ~$70 per share and that was 1
| or 2 times. I don't think 92.40 is even reasonable since
| you have incumbents ranging from IG to tiktok.
|
| Heck, Tiktok could add a timeline just like twitter and
| decimate them since Gen Z and millenials (26 and younger)
| are basically there. Facebook is old school and will
| start slowing down going forward. IG is for business
| since the appeal (sharing photos with friends) has been
| lost. Snap has its niche and Gab, Gettir, etc... are
| catering to the right.
|
| People like controversy and that's the main reason
| twitter is relevant. Left and Right like to expose each
| other. That's the main reason alt-tech is not mainstream.
| s17n wrote:
| They will claim whatever they need to claim to justify not
| taking the deal. Like I said, it's how the game is played
| and completely standard practice. Lawsuits are also
| standard practice, which is why board members have
| insurance.
| tsimionescu wrote:
| Apparently it's lower than the current 52 week moving
| average of the stock price, so I don't think it would be
| outrageous to claim it's a low offer even without some
| massive deals in the pipeline.
| cryptonector wrote:
| Corporate governance needs a revamp. Executives have too
| much power relative to shareholders.
| xyzzy21 wrote:
| The literal value is their share price x total shares.
|
| The notional value is at best the NPV of future profit
| streams. However Twitter's track record on profits are
| dismal so the claim is dubious legally.
| rileymat2 wrote:
| No, that's only for shares trading at the moment.
| Otherwise buyouts would not have the premium they
| normally do.
| randyrand wrote:
| Share prices go up as you buy a company because you buy
| from the people that value their shares least first.
|
| You can't just multiply the current price and expect
| everyone to be willing to sell for that amount.
| systemvoltage wrote:
| What if someone is unwilling to sell? Or at an
| unreasonable price, say $100M/share?
| paxys wrote:
| Somewhere between 50% to 100% is the standard premium in
| all such acquisitions. As it stands Musk is offering 17%
| extra. Of course that takes the existing bump that the
| stock got from his initial purchase into consideration, but
| investors already have the ability to cash out at the
| current price so that lessens the attractiveness of the
| offer.
| cdash wrote:
| No, they don't really have the ability to cash out at
| current price. Maybe the smalltime investor but if any
| large institution tried to cash out the share price will
| tank. Just like it will tank when Musk ends up selling
| his shares.
| Proven wrote:
| Siira wrote:
| Which is a big problem in having a fair economy.
| systemvoltage wrote:
| What are the options for Elon Musk if he really wanted to
| counter this poison pill?
| pm90 wrote:
| Pay a lot of money.
| grapehut wrote:
| Have multiple entities buy shares
| teeray wrote:
| I wonder if these could be Tesla, The Boring Company, and
| SpaceX?
| yieldgap wrote:
| The poison pill will apply to "groups" as well, so don't
| think that would work
| JyB wrote:
| Is this legal?
| SnowHill9902 wrote:
| He could use the infamous antidote clause.
| emerged wrote:
| I think that clause has to be administered within a few
| hours and that time has already passed. It may be necessary
| to amputate a portion of the company.
| masterof0 wrote:
| Sell all of his stock, and call out the execs publicly.
| [deleted]
| stevespang wrote:
| captainmuon wrote:
| I wonder what stops Musk from buying 14.8%, and then lending
| money to a few friends who each buy 14.8% and agree to vote in
| his interest? If there is just a gentleman's agreement between
| them, then he would not be considered the beneficial owner?
|
| Then they could replace the board, repeal the shareholder rights
| plan, and the friends would pay back Musk's debt in Twitter
| shares.
|
| This is such an obvious loophole, surely there is a legal
| provision against it?
| bspammer wrote:
| I genuinely wonder if Elon Musk has friends, in the same way
| that you or I mean the word. I'm sure he has a great many
| people trying to get close to him, but when there's such an
| obvious incentive for the other party I can imagine it being
| hard to trust anyone.
| argonaut wrote:
| The poison pill specifically mentions groups.
|
| https://www.prnewswire.com/news-releases/twitter-adopts-limi...
| [deleted]
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