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by mrtesthah 1522 days ago
You keep posting this same statement over and over again -- it's starting to look like you're pushing an agenda.

The truth is, that no, corporations do not have overriding fiduciary obligations to their shareholders in the simplistic way that you seem to be inferring. This cannot be legally enforced so expeditiously. You seem to be taking your position from youtube and political opinion pieces (e.g., reframing the vindictive and opportunistic threats of right-wing AGs) rather than corporate law.

https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1352595
1 comments
tempnow987 1522 days ago
The argument that board members can do what they want or do not have a fiduciary duty are so false its honestly not worth discussing further at this point.

The question of expeditious enforcement is a separate factor. Twitter is a Delaware corp so it's not as horrible as it would be elsewhere, but no question the enforcement side is less than ideal.

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mrtesthah 1521 days ago
Enforcement controls whether and to what extent they can do what they want. That’s the point.

Also, not sure what you mean by “ideal”. You seem to be assuming an unstated ethical frame there.

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tempnow987 1521 days ago
I agree on enforcement.

What made this unique is that very early on there was relatively high profile interest from folks (DeSantis) who I'm guessing might try to make a point (they seem to be working towards a national profile vs just FL local). There is a naivete here that AG's offices are impartial in enforcement, they are often highly highly selective in enforcement efforts.

Securities litigation (broadly) has been going pretty strongly.

The parent comment I was engaging with had a substantive comment citing case law in this issue that at the time I commented was voted down.

Your article is also interesting.

My point was that this was trending towards a litmus test type political issue.

Elon was offering to let shareholders vote on the plan. Board was doing a) a poison pill, b) had a staggered board term setup, c) had the founder criticizing them, d) had some bumpy history and e) were faced with wading into an ugly political fight with poor optics given his offer.

So my own personal view is that Elon came with a surprising amount of leverage. What folks don't realize is that doing $43B deal at this speed is unusual.

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