Dorsey Rips Twitter Board for ‘Dysfunction’ After Musk Accuses It of Failing to Represent Shareholders

By Tom Ozimek
Tom Ozimek
Tom Ozimek
Reporter
Tom Ozimek has a broad background in journalism, deposit insurance, marketing and communications, and adult education. The best writing advice he's ever heard is from Roy Peter Clark: 'Hit your target' and 'leave the best for last.'
April 18, 2022 Updated: April 19, 2022

Twitter co-founder Jack Dorsey penned a scathing tweet over the weekend, calling the company’s board of directors a consistent source of dysfunction after Tesla CEO Elon Musk accused the Twitter board of failing to represent the interests of shareholders.

Dorsey made the remark in a Twitter thread initiated by Garry Tan, co-founder of Initialized Capital, who wrote that having the “wrong partner on your board can literally make a billion dollars in value evaporate,” noting that it’s the reason for a “surprising percentage” of startup failures.

Weighing in on Tan’s tweet was Tren Griffin, a former partner at private equity firm Eagle River, who shared an article on the impact of board dysfunction on businesses that cited Fred Destin, founder of venture capital firm Stride.

“What I do know for sure is that this old Silicon Valley proverb is grounded in age-old wisdom that still applies today: Good boards don’t create good companies, but a bad board will kill a company every time,” Destin was cited as saying.

Dorsey commented in the thread by saying these were “big facts,” prompting a user to say that the history of the Twitter board shows that it has been “mired in plots and coups” so intriguing as to merit a “Hollywood thriller one day.”

The Twitter board, Dorsey replied, has “consistently been the dysfunction of the company.”

The Epoch Times has reached out to Twitter for comment.

Dorsey’s remarks came on the heels of a statement by Musk, who accused the Twitter board of not representing the interests of its shareholders.

“Wow, with Jack departing, the Twitter board collectively owns almost no shares! Objectively, their economic interests are simply not aligned with shareholders,” Musk wrote on Twitter, replying to a post showing a chart of the ownership percentages of Twitter board members.

Based on Twitter’s latest filing with the U.S. Securities and Exchange Commission (SEC), the 14 executive officers and directors own 2.7 percent of the company’s share. Of the 2.7 percent, Jack Dorsey, the CEO turned board chair owns 2.4 percent and the others own only 0.3 percent.

Epoch Times Photo
Jack Dorsey, CEO of Twitter, testifies at a hearing to examine foreign influence operations’ use of social media platforms before the Intelligence Committee at the U.S. Capitol on Sept. 5, 2018. (Samira Bouaou/The Epoch Times)

‘Poison Pill’

Twitter’s board of directors approved on April 15 a provision known in the financial world as a “poison pill” to ward off Musk’s potential hostile takeover, after Musk said he wanted to buy the company for about $43 billion. The poison pill tactic has been used by other companies in the past to dilute outstanding stock and make a hostile takeover more financially challenging for the potential acquirer.

Following earlier rumors that Twitter had been mulling a poison pill method after he launched his takeover bid, Musk wrote on Twitter that the move could expose the board to a “titanic” amount of liability because they would be “breaching their fiduciary duty.”

Twitter said in an April 15 statement that the poison pill tactic, also known as a limited duration shareholder rights plan, was a move in the best interest of holders of Twitter stock, as it would “reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders.”

Adam Candeub, a law professor at Michigan State University, told The Epoch Times before the shareholder rights plan decision was announced that the board could face legal consequences if they turn down an offer that’s financially lucrative to shareholders.

“Twitter’s owned by shareholders, and the directors have to act in a way that’s in their best interests, not in the way that allows them to keep control of the corporation,” Candeub said.

“If they turn down a very favorable price, there will be dereliction of their legal duty, and there could be lots of legal consequences.”

Under Twitter’s poison pill provision, if any entity, person, or group acquires 15 percent or more of Twitter’s outstanding stock in a transaction not approved by the board, other stockholders will be able to buy additional shares of common stock at a lower price.

Allen Zhong, Emel Akan, and Zachary Stieber contributed to this report.

Tom Ozimek
Reporter
Tom Ozimek has a broad background in journalism, deposit insurance, marketing and communications, and adult education. The best writing advice he's ever heard is from Roy Peter Clark: 'Hit your target' and 'leave the best for last.'