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Musk’s ‘Passive’ Twitter Stake Starts With Poll on Edit Button

Musk’s ‘Passive’ Twitter Stake Starts With Poll on Edit Button
Elon Musk, chief executive officer of Tesla Inc., arrives at court during the SolarCity trial in Wilmington, Delaware, U.S., on Tuesday, July 13, 2021. Musk was cool but combative as he testified in a Delaware courtroom that Tesla's more than $2 billion acquisition of SolarCity in 2016 wasn't a bailout of the struggling solar provider.

The chief executive officer of Tesla Inc. and SpaceX has called out Twitter for “failing to adhere to free speech principles” and the need to root out cryptocurrency scams that are prolific on the social media platform, which was co-founded by his friend Jack Dorsey.

When Elon Musk disclosed his stake in Twitter Inc., he had a choice. Shareholders who intend to remain “passive” — those who don’t seek to influence or change control of a company — file a shorter form with the U.S. Securities and Exchange Commission, called a 13G. Those angling for board seats or seismic shakeups typically file a longer and more in-depth form, a 13D, within 10 days of buying their stake. The rule applies to anyone acquiring 5% or more of a public company’s stock.Musk announced his 9.2% stake by filing the 13G. But the billionaire, 50, isn’t exactly one to stay passive. The chief executive officer of Tesla Inc. and SpaceX has called out Twitter for “failing to adhere to free speech principles” and the need to root out cryptocurrency scams that are prolific on the social media platform, which was co-founded by his friend Jack Dorsey. Musk is also among Twitter’s most watched users, with more than 80 million followers. Late Monday, he asked them — in a Twitter poll — if they wanted an edit button, a feature that many users of the platform have long requested.

“The idea that Elon Musk falls within a passive category is probably a stretch. He’s not the most passive guy,” said Jill Fisch, a securities law professor at the University of Pennsylvania. “One has to ask the question: Is Elon Musk really going to be happy with a stake of this size, and remaining passive?”

Twitter is particularly vulnerable to outside pressure because unlike Alphabet Inc., Meta Platforms Inc., Amazon.com Inc. and Snap Inc., the company’s founders don’t have special voting control over its future.

Fisch noted that the status of Musk’s stake could change —  technically, investors can file a 13G and then change their minds. A 13D requires more disclosure — shareholders have to say what their plans are, and how they’re financing the purchase of the stock. Musk and Jared Birchall, the head of his family office, didn’t respond to inquiries about his intentions. The filing with the SEC shows that the date of the event that triggered the disclosure was March 14.

Matt Levine’s Money Stuff: Elon Musk Bought Some Twitter

With Twitter’s May 25 annual meeting rapidly approaching, it’s probably too late for this year if Musk is aiming to push for drastic changes. But the size of his stake means he can still wield enormous sway, if he so chooses.

“He’s not trying to get board seats, take over the board, or push the company to sell itself,” said Eleazer Klein, a partner at law firm Schulte Roth & Zabel. “He’s not trying to be an activist shareholder. But you can be influential without being an activist. He can certainly talk to the company, and say ‘I’m concerned about crypto and as a shareholder I want you to know my views.’”

Other securities law experts said that kicking off his stake disclosure with a “passive” filing gives Musk more flexibility, and keeps everyone guessing as to what his real intentions are.

“It seems that Musk is advocating for change, not control,” said Charles Elson,  founding director of the Weinberg Center for Corporate Governance at the University of Delaware. “But it’s going to be a mess for Twitter, because Elon Musk is not your ordinary shareholder.”

Whether Musk stays passive or switches to active, Twitter shares soared 27% on Monday, a signal that shareholders welcome his investment — and his likely involvement in the company’s direction.

“Regardless of whether it’s a G or a D, you’re going to hear a lot from him,” Elson said. “He’s a thunder cloud walking in. He is a highly vocal, attentive and attention-seeking individual.”

(Updates with Musk’s Twitter poll on edit button in third paragraph.)
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Comments - Please in order to comment.

  • Johann Olivier says:

    This is a frightening development. Musk has proven himself a mad genius. If ever there were a reason for liberal democracies to intervene in social media, this is it. The world’s wealthiest man – a quixotic loose cannon – setting limits (or not) on discourse. (Shades of Rupert Murdoch & the harm he has caused the world!)

  • Peter Atkins says:

    Yay, Elon!
    Next one – Facebook.

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