Over at SeekingAlpha, I offered a free “quick look” at the Williams Delaware case.
It is one of the few cases. . . where a recent Delaware pill has been invalidated.
Here are my remarks, contrasting Williams, with the current state of play -- in the Twitter pill matter:
Well. . . Williams involved a 5% trigger, not 15% as here in Twitter. And the board admitted they were seeking entrenchment -- and to discourage activist greenmailers. The facts make a difference, here.
But most of all (even as it invalidated that Williams pill), the Court indicated that:
. . .[T]he last “justification -- using the Plan to detect threats before they would be noticed via the federal disclosure system -- was legitimate. The Court acknowledged that various commentators had recommended that boards consider adopting pills to avoid “lightning strike attacks,” where, for example, stockholders acquire large stakes in the 10-day period between the triggering of an SEC Schedule 13D filing obligation and the date such report is due. . . .”
That's from a Harvard Law Review write up on the case.
Now, in the case of Twitter, it is essentially undisputed that Musk violated the ten day / 5% threshold rule by March 21, latest. [He filed 11 days late, at a minimum.]
So — Condor thinks the Delaware courts are very likely to say, given judicial notice of Musk’s violations of PRIOR SEC consent orders (at Tesla) as well. . .
that the Twitter pill is completely enforceable, under applicable Delaware law, since the bidder is already known to be an unsavory actor, in SEC matters. Matters where the markets must rely on the integrity of public company Ds & Os. . . as the markets had to, with Martin Shkreli's moves -- at what ultimately became the KaloBios bankruptcy in late 2015.
Here, Musk's prior track record -- like Shkreli's then -- is deeply suspect, as to veracity, in securities trading matters. [They both simply think the rules are for the "little people."]
But what do I know, right?
Grinning, ever onward. . . be excellent to one another. Out, for. . . caramel cake baking.
नमस्ते
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