Twitter Board Adopts 'Poison Pill' to Stop Elon Musk's Hostile Takeover

(Photo by Charles Sykes/Invision/AP, File)

Twitter has responded to Elon Musk’s offer to buy Twitter for 38 percent more than it’s currently worth, rejecting a windfall profit for its shareholders and violating its fiduciary duty.


According to CNBC, the social media giant’s board has adopted a “poison pill” that will dilute any shares that Musk tries to acquire by allowing current shareholders to increase their shares at a discounted price. The provision kicks in when Musk acquires more than 15 percent of the company.

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.

Such a move is a common way to fend off a potential hostile takeover by diluting the stake of the entity eying the takeover.

“The Rights Plan will reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders,” the company said in a press release.

This is an incredibly bad move for the company itself. While a poison pill plan might fend off a hostile takeover (for a while, at least), it also lowers the value of each share of the company. That means a lot of people who have invested their money into Twitter stock are about to get screwed if Musk goes ahead and triggers the provision, which I’m sure he will.


You can bet Musk was planning for this, and he’s already indicated that he has a “plan B.” What that is isn’t known yet, but the billionaire didn’t get to where he is by making dumb decisions. It’s pretty clear he’s got something else up his sleeve. For example, this entire fiasco could start a shareholder revolt that results in the board of directors of Twitter being removed. How likely that is, I don’t know, but I can’t imagine investors are going to be happy with how this is going down.

There could also be lawsuits here given that the leftists on the board are putting their political wants, in this case, continued partisan censorship on the internet, above the financial interests of the company they head. Heck, Musk himself will be able to sue. If he gets others to join him, he could be formidable. There are also regulations against decision-makers violating their fiduciary duty to shareholders, though the SEC hates Musk and will almost certainly not lift a finger.

You wouldn’t think any of this is going to work out too well for Twitter. For now, the fight will continue, and I bet it gets a lot more interesting over the next few weeks.


Join the conversation as a VIP Member

Trending on RedState Videos