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
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