It has been all over the financial news that Elon Musk made an offer last week to buy out Twitter for $54.20 per share, which is well above its recent stock price. And also, that the board quickly stiff-armed Musk by adopting a “poison pill” provision. What are poison pills, are they a good thing, and how does this particular one work?
Major decisions for a corporation are made by its board of directors. In theory, they are supposed to direct operations for the benefit of the company’s shareholders, who are considered the actual owners of the corporation. The members of the board are elected by the shareholders in annual meetings.
In practice, the board largely does what it wants, and has an outsized influence on who gets elected. The board sets the agenda of the annual meetings, and proposes successor directors. In theory, shareholders can propose resolutions and alternative…
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Utopia, you are standing in it! 
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