Twitter board adopts poison pill defense after Musk’s $43 billion bid to buy company

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TLDR: The board voted unanimously to adopt the plan. 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. The plan is set to expire on April 14, 2023.


Doesn’t this sort of action go directly against the fiduciary interests of the Twitter shareholders its board is legally obligated to protect? Not a rhetorical question, I’m genuinely asking. I’m not an expert on corporate law.


Poison pills seem to run against the interests of shareholders by discouraging anyone from making an offer without offering enough of a bribe to the board. I’ve hated them ever since I learned about them as an undergraduate.


Putting aside the legality of the maneuver (it seems clearly legal), whats its actual purpose? What is the actual motivating factor for the boards actions? From what I’m hearing this is likely about protecting institutional investor and making existing board members happy. Apparently it very likely has nothing to do with protecting shareholder interests


By adopting this plan, the board is preventing existing shareholders from realizing the full value of their existing investment. The board is putting their political interests above their fiduciary responsibility to maximize shareowner value. I’d sue the pants of this board.