After Twitter's board sacrificed its poison pill plan to try to block Tesla CEO Musk's acquisition, Jack Dorsey, a two-time CEO of Twitter, criticized the company's board on Twitter over the weekend.
Some netizens tweeted that Twitter's board was initially full of "conspiracies and coups", and Dorsey replied that the company has been made unable to function properly in this way.
In Microsoft's senior director of strategy and former private equity firm Eagle River partner Tren Griffin tweeted a Quote from venture capitalist Fred Destin's Silicon Valley quote that "good boards don't create good companies, but bad boards always kill a company," Dorsey replied: "Big truth." ”
Dorsey was CEO of Twitter in 2007, stepped down in 2008, returned to the helm in 2015, announced his resignation last November, and although he remained on Twitter's board, he will leave the board after his term ends in May.
Musk tweeted over the weekend that Dorsey will leave the board, saying: "Twitter board members together hold almost no stake in the company. Objectively speaking, their economic interests are inconsistent with those of shareholders. ”
Investment adviser Gary Black charted most of Twitter's board members holding less than 0.005 percent of the company's shares, adding that once Musk goes private, they won't get another $250,000 to $300,000 a year of part-time jobs. Musk commented that if my acquisition proposal succeeds, the board's salary will be zero, which means that $3 million can be saved in this area a year.
Musk's comments follow the fact that on Friday, Twitter's board approved a one-year shareholder rights plan. The so-called poison pill scheme, which aims to discourage hostile takeovers, stipulates that if someone buys at least 15 percent of Twitter shares without board approval, the remaining shareholders will have the right to increase their stake at half the market price at that time.
Dorsey tweeted over the weekend that when he stepped down in 2008, Twitter's board had taken most of his shares, and in 2015, he returned 1 percent of the company's shares to the employee pool, so he ended up holding very few shares in Twitter.
Still, FactSet data shows that Dorsey still holds a 2.25 percent stake, making him Twitter's largest internal shareholder, second only to Musk. Twitter's second-largest internal shareholder is Silver Lake, a private equity firm whose CEO serves as Twitter's director, with a 0.26 percent stake. Twitter's largest institutional shareholder is Vanguard, who holds 10.29 percent of the shares.
Documents disclosed Monday confirm Twitter's poison pill plan, which could impose "heavy fines" on unpopular buyers if any individual or entity is to hold more than 15 percent of the company's shares without board approval. This means that if Musk is going to launch a takeover to take Twitter private, Twitter may launch a poison pill plan to issue new shares, and other shareholders other than Musk may buy new shares at a discounted price to dilute Musk's shares.
On Monday, Twitter rose more than 6 percent intraday. According to media sources, Twitter's poison pill plan defense is to buy time for the plan that best meets the interests of shareholders. Some commentators believe that Twitter's stock price rally on Monday stems from market speculation that Twitter will reach an agreement that will make shareholders more satisfied.