Not legal or investing advice. On TWTR, the scenario that worries me is: a few days before trial, Musk offers say $5bn to terminate the merger agreement and settle the litigation. As I understand, the board has a duty to act not only in the best interests of shareholders (for whom litigation would be by far the better choice -- I have …
Not legal or investing advice. On TWTR, the scenario that worries me is: a few days before trial, Musk offers say $5bn to terminate the merger agreement and settle the litigation. As I understand, the board has a duty to act not only in the best interests of shareholders (for whom litigation would be by far the better choice -- I have the prospects of getting an order for specific performance a bit below you but not materially; and I don't think Musk can realistically do anything other than comply with a Delaware Court order) but also the company itself and they are free to consider the interests of other constituencies as part of that assessment. I can see the board deciding that the company and its employees would be better off remaining independent with the benefit of the hypothetical $5bn to support the strategy and (potentially - as above, not legal advice) getting advice that the balancing of conflicting interests of the company itself and the shareholders is a matter for the board's judgement. If this is wrong, please let me know (I currently don't hold, but would if I got myself comfortable (not relying on anyone's comments here) that this scenario wouldn't arise).
Not legal or investing advice. On TWTR, the scenario that worries me is: a few days before trial, Musk offers say $5bn to terminate the merger agreement and settle the litigation. As I understand, the board has a duty to act not only in the best interests of shareholders (for whom litigation would be by far the better choice -- I have the prospects of getting an order for specific performance a bit below you but not materially; and I don't think Musk can realistically do anything other than comply with a Delaware Court order) but also the company itself and they are free to consider the interests of other constituencies as part of that assessment. I can see the board deciding that the company and its employees would be better off remaining independent with the benefit of the hypothetical $5bn to support the strategy and (potentially - as above, not legal advice) getting advice that the balancing of conflicting interests of the company itself and the shareholders is a matter for the board's judgement. If this is wrong, please let me know (I currently don't hold, but would if I got myself comfortable (not relying on anyone's comments here) that this scenario wouldn't arise).