Thursday Apr 14, 2022

ELON MUSK Vs TWITTER | Musk’s Bid, Fiduciary Duty, and Hostile Takeovers (VL658)

Elon Musk has put his money where his mouth is, purchasing a substantial portion of Twitter's outstanding stock. But with his third amended filing with the Securities and Exchange Commission (SEC) now public, all the cards on the table. Will the board approve the sale of all of Twitter, or set the stage for one of the most public hostile takeovers in US history? You just know he laughed as he added that twenty cents...in Virtual Legality. CHECK OUT THE VIDEO AT: https://youtu.be/EG3iFoLQIIE #ElonMusk #Twitter #Takeover *** SUPPORTING THE CHANNEL UTREON - https://utreon.com/c/hoeglaw/ PATREON - https://www.patreon.com/VirtualLegality STORE - https://teespring.com/stores/hoeg-law-store BITCAST (11AM Eastern) - https://www.youtube.com/channel/UCgHBXONMT06nX_8RZ5r32UA *** CHAPTERS 00:00 Introduction 01:43 History - The Williams Act 08:56 Elon Makes His Bid 26:52 Board Defenses and Hostile Takeovers 39:18 Conclusion *** Discussed in this episode: PLAYLIST AND PRIOR VIDEOS https://www.youtube.com/playlist?list=PL1zDCgJzZUy_O52bErVCYZfVYMgVgu3nX https://youtu.be/OPi60M-UZ1M https://youtu.be/I-rYQiNasmU TWEETS "I made an offer..." Elon Musk (April 14, 2022) https://twitter.com/elonmusk/status/1514564966564651008 "Elon has decided not to join our board..." Parag Agrawal (April 10, 2022) https://twitter.com/paraga/status/1513354622466867201 "I read somewhere that the Twitter CEO/board pretty much has to accept" Daniel Sampaio (April 14, 2022) https://twitter.com/DanXcel/status/1514602107491348480 LAWS AND LEGAL ANALYSIS "What is the Williams Act?" Corporate Finance Institute Webpage https://corporatefinanceinstitute.com/resources/knowledge/finance/williams-act/ 15 U.S. Code § 78m - Periodical and other reports https://www.law.cornell.edu/uscode/text/15/78m 17 CFR § 240.13d-1 - Filing of Schedules 13D and 13G https://www.law.cornell.edu/cfr/text/17/240.13d-1 DGCL 203. Business combinations with interested stockholders. https://delcode.delaware.gov/title8/c001/sc06/index.html ARTICLES/PRESS RELEASES "Elon Musk faces shareholder lawsuit over delay in disclosing Twitter stake" Fox Business (April 13, 2022) https://www.foxbusiness.com/markets/elon-musk-sued-by-shareholders-over-delay-in-disclosing-twitter-stake "Twitter Confirms Receipt of Unsolicited, Non-Binding Proposal from Elon Musk" Twitter (April 14, 2022) https://www.prnewswire.com/news-releases/twitter-confirms-receipt-of-unsolicited-non-binding-proposal-from-elon-musk-301525749.html "Delaware’s Antitakeover Statute Continues to Give Hostile Bidders a Meaningful Opportunity for Success" Harvard Law School Forum on Corporate Governance (July 29, 2010) https://corpgov.law.harvard.edu/2010/06/29/delawares-antitakeover-statute-continues-to-give-hostile-bidders-a-meaningful-opportunity-for-success/ "Why Is a Shareholder Rights Plan Called a "Poison Pill?"" Investopedia Website (As Updated April 13, 2022) https://www.investopedia.com/ask/answers/042015/why-shareholder-rights-plan-called-poison-pill.asp *** "Virtual Legality" is a continuing series discussing the law, video games, software, and everything digital, hosted by Richard Hoeg, of the Hoeg Law Business Law Firm (Hoeg Law). CHECK OUT THE REST OF VIRTUAL LEGALITY HERE: https://www.youtube.com/playlist?list=PL1zDCgJzZUy9YAU61GoW-00K0TJOGnPCo DISCUSSION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TO BE CONSTRUED AS LEGAL ADVICE. INDIVIDUALS INTERESTED IN THE LEGAL TOPICS DISCUSSED IN THIS VIDEO SHOULD CONSULT WITH THEIR OWN COUNSEL.

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