[ajross]

The less technical answer is just that "the board runs the company and they can decide how to allocate new shares". This kind of trick is just one of many reasons why hostile takeovers virtually never work. And that's a good thing, precisely because it prevent disruptive attacks on companies competing in the market.

Remember Musk wasn't ever threatening a hostile takeover anyway. He knows it won't work. He was making an offer to the board to induce them to bless the sale. And the board responded with the poison pill, essentially as a way of saying "no". This is the way this kind of negotiation works.

And from the opposite perspective, arguments like "the board isn't performing its fiduciary duty by accepting Musk's offer" are likewise silly. The board is elected by the shareholders (the actual bureaucracy and process for this varies between corporations, I know nothing about Twitter). The level of oversight needed to ensure fiduciary fidelity is already there. No court is going to view a board trying to oppose a hostile takeover as a breach of fiduciary duty, that's ridiculous.