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

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BITCAST (11AM Eastern) - https://www.youtube.com/channel/UCgHBXONMT06nX_8RZ5r32UA

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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

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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

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"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.