Thursday, April 14, 2022

This Afternoon, Musk Asked On Twitter Whether The Board Ought To "Hold A Shareholders' Vote"... On His "Offer".


Ahem. It is my considered (and experienced) opinion that. . . Musk's lawyers are either going to have to rein him in, or. . . resign. [He will ruin someone's reputation here.]

For over 50 years, the '34 Act's Rule 14a-9 (and its predecessors) has deemed the failure to disclose certain information -- when advocating for a vote on a specific proposal -- like the one Elon filed in his Schedule 13D amendment this morning -- to be a "materially misleading" solicitation, within the meaning of the rule.

Missing from Musk's tweets are all the information about his plans, and self-interest, in the vote he advocates. Also missing is a frank and complete discussion of his other pending SEC entanglements -- at least three investigations, two for insider trading of which we are aware.

This likely will be a fourth, now.

This guy is just compounding his problems at Tesla, for his own shareholders by willfully violating SEC rules, in his sh!t-posting about Twitter.

He also libeled the Saudi prince who owns a large stake in Twitter, after the Saudis came out against Elon's proposal.

The SEC has sanctioned bidders who defame their opponents (take heed, Elon).

I could go on and on, but if Twitter's board is in fact implementing a poison pill defense. . . Musk's jig is up, anyway. For three years he will be unable to get control -- unless he's willing to pay over 100 times today's NASDAQ price.

BTW, even he doesn't have remotely enough money to do that.

So. . . it will likely all end in litigation with Musk claiming the pill was adopted in bad faith (a claim he will lose on, but probably litigate -- for a year or two).

In any event, the reason pills are used. . . is because they work. They stop greenmailer slime-balls -- like Musk, dead in their tracks.

Stay tuned.

Man. . . the things I've seen. . . grin.

Hilarious -- out, on the night of the Last Supper '22. . . . smile. Updating, on Good Friday morning, with the new masthead for that other property. Grin.



नमस्ते

No comments: