Twitter’s Board Uses “Poison Pill” to Block Musk - And Deter Freedom Of Speech
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What Can We Do To Help You Help Us Elon? Just Name It
Special to The Auto Channel
From The Bleeding Edge with Jeff Brown
Poison…
It was hugely disappointing to see Twitter’s board of directors make such a predictable and banal decision to adopt a poison pill in an effort to thwart Elon Musk’s attempted acquisition of Twitter.
We don’t usually get to talk about poison pills in The Bleeding Edge, so today’s subject is interesting. Poison pills are designed to disincentivize an acquirer or acquirers from making a run at a company.
In this case, Twitter’s pathetic board put a structure in place whereby if any individual or entity acquires 15% or more of Twitter’s stock without board approval, all other shareholders will be permitted to buy additional shares of stock at much lower prices.
The idea is that if shareholders did start purchasing additional stock at much lower prices, it would result in a large material loss for the party attempting to take control.
Better yet, depending on how far the board would be willing to go, they could continue to “print” more stock and dilute existing shareholders, including Musk, in an effort to make it impossible for Musk to ever gain control.
This raises an important question… Why?
Why is the board so adamantly opposed to an acquisition by Musk, who is arguably the most brilliant entrepreneur of our time? Bringing Twitter back to life would be like child’s play for him, and he has already outlined a plan to do so. It’s something that needs to happen – and so many of us in the industry know this.
And who is the board anyway? Do they really represent the views of the shareholders? Do they own the majority of Twitter? Here’s what ownership looks like at the board level:
| Twitter Board Member | Ownership (%) |
| Bret Steven Taylor | 0.007% |
| Parag Agrawal, PhD | 0.063% |
| Mimi Alemayehou | 0.063% |
| Fei-Fei Li, PhD | 0.001% |
| Egon Pierre Durban, MBA | 0.002% |
| Robert B. Zoellick | 0.003% |
| Patrick Pichette | 0.003% |
| Martha Baroness Lane Fox | 0.004% |
| Omid R. Kordestani, MBA | 0.023% |
| David S. Rosenblatt, MBA | 0.014% |
| Jack Patrick Dorsey | 2.253% |
As we can see above, aside from Dorsey – who will be stepping down from the board next month – the remainder owns an absolutely insignificant amount of the company. They certainly don’t represent the shareholders in terms of ownership… In fact, the lack of vested interest is pretty remarkable.
Musk is right to ask for an actual shareholder vote concerning his acquisition offer. The shareholders should decide.
The board is happy to adopt the poison pill because they clearly don’t care if the value of the stock drops. This is a ridiculously perverse incentive, and the board clearly is not performing its duties in the best interests of Twitter’s shareholders.
What we’re seeing right now is the depth of corruption in social media.
It’s not about building a good business, serving your customers, and respecting your shareholders… It’s about data surveillance and the ability to exert control over a population.
The board isn’t fighting against an acquisition, it is fighting against what it sees as a loss of control… The loss of the ability to filter what we see, the loss of the ability to control the political narrative, the loss of the ability to censor, ban, and deplatform those who they don’t agree with.
It is now obvious that Twitter’s board doesn’t care what the population wants, it doesn’t care what its shareholders want, it just wants to maintain its abuse of power over what we see and are “allowed” to think.
And that’s precisely why Musk must prevail.
Whether it means a successful acquisition of Twitter or moving forward with his backup “Plan B,” we need to have a digital townhall that allows for freedom of speech, ideas, and open discourse – as compared to today’s platforms that are designed to create division, anger, and hate.