As a major shareholder but not on the board of directors, why did Musk refuse Twitter's invitation and be sued?

　　After becoming Twitter's largest shareholder, Tesla CEO Elon Musk refused to be a member of Twitter's board of directors, but he was still sued by other Twitter shareholders.

　　On April 12, local time in the United States, media reports said that a Twitter shareholder sued Musk, saying that Musk delayed disclosing his shareholding ratio in Twitter, thereby keeping Twitter’s stock price low, while Musk could continue at a low price. Buying the stock, the shareholder, Marc Bain Rasella, sued Musk in federal court in Manhattan for securities fraud.

　　On April 11, Twitter CEO Parag Agrawal first made a statement, saying that Musk refused to join the Twitter board, but Twitter would value Musk's opinion anyway and was open to him joining the board.

Later, Musk submitted a document to the SEC, reaffirming that he did not intend to join Twitter's board of directors, and said that he may have discussions with Twitter's board of directors, including strategy and governance.

　　According to the original agreement between Twitter and Musk, Musk will officially become a member of Twitter’s board of directors on April 9, and his term will last until the 2024 shareholders’ meeting, and he himself promised not to increase Twitter’s shares by more than 14.9% during his tenure on the board. .

　　It should be noted that Musk suddenly changed his attitude and decided to decline Twitter's invitation to join the board, which means that Musk can choose to continue to buy shares in Twitter without restrictions.

　　On the other hand, Musk is still personally in charge of the operations of many companies, including electric cars Tesla, space exploration technology company Space X, brain-computer interface company Neuralink, Sun City company SolarCity and the "boring company" responsible for tunnel construction Boring Company.

Subject to rising raw material prices and the impact of the epidemic, Tesla's delivery this year will present new challenges, and other companies such as Space X also need Musk's input, so he is unlikely to take the initiative to intervene in Twitter's work.

　　However, Musk is still quite enthusiastic about Twitter's changes, and his suggestions on Twitter are also valued by the Twitter CEO.

Investment bank analyst Dan Ives pointed out that Musk's addition will lead to a series of strategic moves by Twitter, which may include a series of short-term and long-term possibilities to free Twitter, which is still struggling in the social media arms race. .

　　Musk has long planned to start buying Twitter stock at the end of January

　　As a KOL with more than 80 million followers on the platform, Musk's influence cannot be ignored. His number of followers ranks in the top five on Twitter, second only to Bill Gates, Obama and others.

　　But it is precisely because of its influence that the SEC has repeatedly launched lawsuits against Musk for publishing Tesla's business information on Twitter. Although Musk has restrained, Twitter is still the one who announced Tesla and Space. A channel for the latest developments of X and other enterprises.

　　Before filing with the SEC announcing that he became a major shareholder of Twitter, Musk tweeted on March 25 that he was seriously considering building a new social media platform and questioned Twitter’s current restrictions on free speech.

　　Judging from the disclosure of the submitted documents, Musk has purchased Twitter shares before making these remarks, and even made a low-key layout early in the morning.

　　According to regulatory documents, Musk had started buying Twitter shares as early as January 31 this year, and the purchase continued until April 1. The purchase price ranged from $32.8 to $40.3, which is lower than the current push. price of $47 per share.

　　After two consecutive months of purchases, Musk spent $2.64 billion to control 9.1% of Twitter's shares, surpassing the 8.79% of the investment bank Vanguard Group to become Twitter's largest shareholder.

　　It's worth noting that if Musk agreed to Twitter to be on the board, his stake could not be increased to 14.9% until the 2024 shareholder meeting, but Musk's eventual refusal to sit on the board means he can still continue with an unlimited amount Acquire the stake in Twitter.

　　After becoming a major Twitter shareholder, will Musk influence Twitter's policy on free speech?

Twitter said that even if Musk has become the largest shareholder, he will not have any privileges on Twitter.

　　However, as an important shareholder, Twitter's management is very concerned about Musk's reform proposals for Twitter. For example, Musk once asked users "if you want an edit button", and the Twitter CEO replied that the result of the vote he initiated "will be Very important".

　　At present, whether Musk will use his status as a major shareholder to control Twitter operations is the focus of the outside world.

According to his SEC filing, Musk did not make it clear that the stakes were not held to change or influence control of Twitter, only mentioning that the stakes were for investment purposes.

　　After Musk refused to become a board member, the Twitter CEO expressed respect for Musk’s decision, and said that after many discussions about Musk’s joining the board, he believed that as a shareholder of the company, he, like other board members, must be the company’s shareholder. and shareholder interests.

　　Tesla faces challenges, Musk has no skills

　　After Musk initially announced that he would become a major shareholder of Twitter, many investors are optimistic that Musk will push for a reorganization of the company's management, especially after he joins Twitter's board of directors, which will have a positive impact on Twitter's operations.

But Twitter's stock price fell after Musk announced his refusal to sit on the board, and Musk deleted some of his tweets about Twitter's strategic proposals.

　　In fact, Musk is currently in charge of several companies, such as Tesla, the most well-known electric car company, and Space X, a space exploration technology company, which launched new projects in Berlin, Germany and Texas in March and April this year, respectively. The delivery of the factory, which carried four unofficial astronauts to the International Space Station on a Falcon 9 rocket, completed the first-ever launch of a fully privately organized crew of astronauts.

　　In addition to the above two companies, Musk also manages the brain-computer interface company Neuralink, the Sun City company SolarCity, and the "boring company" Boring Company responsible for tunnel construction.

Although Musk is very energetic, it is difficult to cope with the management of so many companies, and direct involvement in the operation of Twitter will undoubtedly increase his burden.

　　In addition, Tesla is facing a very severe delivery challenge this year. Although two new factories in Berlin and Texas have been put into operation, the Shanghai Gigafactory is facing the longest production shutdown since its completion. The factory has been shut down since March 28. So far, there is no timetable for resumption of production.

　　The Shanghai Gigafactory is the factory with the highest production capacity among Tesla's four existing car manufacturing plants. It not only undertakes deliveries in the Chinese market, but also is Tesla's main export center.

According to the statistics of the China Passenger Car Association, Tesla shipped a total of 65,814 vehicles in March this year, of which the vast majority (65,754) were sold to the local Chinese market, and only 60 were exported.

According to this capacity calculation, the Shanghai Gigafactory has lost at least 30,000 capacity during the half-month shutdown, which will bring uncertainty to Tesla's delivery target of 1.4 million vehicles this year.

　　Beijing News Shell Finance reporter Lin Zi