CLAY: Breaking news during the commercial break we were basically just in. Twitter’s board has released a statement that says they are implementing a so-called poison pill, is the way that it’s being crafted, in order to keep Elon Musk from acquiring the company. This is evidence that Twitter’s board is going to reject the offer put forward by Elon Musk.

I’m reading from their official statement that they just put out, Buck. Basically, what it does, “under the rights plan,” they are putting in place “if anybody or a group acquires ownership of 15% or more of Twitter’s stock in a transaction not approved by the board,” remember, right now Elon Musk has 9.2% of the company, then in the event that happens, they will trigger a new what’s called “poison pill” that will basically make it totally impossible to acquire the company.

So effectively what they are doing — what the board has said is — we are not going to allow Elon Musk to purchase this company, we’re not going to consent to it, and we’re not going to allow him to go to shareholders, either. By the way, this plan would extend all the way until April 14, 2023. So it is a one-year plan that they are implementing. Now, this is going to potentially open them up to shareholder lawsuits.

I would imagine that. The stock market is closed today for Good Friday, but come Monday, there will be a substantial reaction. Now, there’s still several days; things can happen. At a minimum, this is designed to provide them more time to try to find a different buyer. But, Buck, what we talked about — and I think this is significant for everybody out there listening — Elon Musk has offered a premium about 20% more than what the stock price is currently worth.

Stock right now is $45. Elon Musk has offered $54.20. If Twitter were being run as a normal business would be to maximize shareholder value and return, they would be accepting this offer from Elon Musk. They aren’t doing it, in my opinion, because they are afraid that Elon Musk would fair, free market, First Amendment, marketplace of ideas values, and so they are fighting to keep that from happening and maintain control over Twitter like they have now.

BUCK: Yes. They’d rather not make money and maintain control because of what this means to them ideologically and what this means across the media ecosystem. It’s so hard, I think, for people who don’t have to spend their day-to-day out there as pugilists online to understand that Twitter informs all the rest of the news coverage that you’re seeing from most of the legacy media outlets. It is largely informed by Twitter sharing and conversation.

Twitter has been said to be the assignment editor of the New York Times for many years now, right? That’s how they decide what they’re gonna cover, how they’re gonna cover it, what the storylines are. And if you ever want to know what’s gonna be said in MSNBC prime time, you just scroll through a number of well-known and widely followed leftists on Twitter and you’ll know.

It sets the opinion. It sets the storyline, the talking points in advance. And the fact that they’ve had this ability to weigh in and to change the trajectory of the American political conversation while lying to us… I think that’s really important. Twitter pretends that they don’t do this, just so everyone knows. Twitter has said for years when they would ban conservatives, “Oh, it was an accident.”

That always used to be the line, and then after a while it turned into the, “Every accident kind of goes the same way, guys. I don’t think we really buy this anymore.” And then finally in this last 18 months or so, two years or so during the pandemic, between covid and the 2020 election, it turned into, “Shut up, peasants! We control this. Build your own internet, build your own platform. Our way or the highway.”

They totally changed their story. But that’s after building this for, what, 15 years saying it was a freedom of speech platform. Jack Dorsey used to go hat in hand in front of Congress and basically say, “Oh, we believe in free speech and free expression.” Lies! They lied to people to build the company from the top down, and now that they’ve established so much control and so much of the market share in this realm, guess what?

Now it’s all out there in the open. Clay, I think the interesting angles. There are a couple of ways that I’ve seen people theorize Elon could still if he goes to enough shareholders and they come together it’s probably still doable for him to get the company. The lawsuit issue from shareholders is interesting. And then there’s also a possibility… I know you’ve been thinking this.

If Elon Musk says, “I’m going to build a Twitter competitor. I’m going to assign $20 billion of my capital to the venture. It’s going to be slick. It’s going to be totally functional. I’m going to have the best minds in the world working the tech and the back end, and it’s gonna be a free speech platform,” I think people would say, “Oh, okay I’m gonna check this out. I’m gonna give this a go.”

CLAY: Especially if he spent some of that $20 million on getting the people —

BUCK: Billions.

CLAY: Did I say million? I meant billion. (chuckles) The money gets so big. Also here, I’m a shareholder. I’ve been a shareholder of Twitter for a long time. There are going to be a lot of shareholder lawsuits because right now what’s going on is, for someone like me, Twitter is going to cost me a lot of money because they’re not selling to Elon Musk.

And if Elon Musk decides to step back, the company’s share price is going to fall even further. There are one billion percent, Buck, going to be a lot of shareholder lawsuits arguing that the Twitter board has reached breached its fiduciary duty, because they have an obligation to shareholders to maximize shareholder value. That is the essence of what the job of the board is.

And there are also gonna be a lot of people, and I’m gonna be one of them, saying, “If you’re not willing to do your job as the board, why don’t you let Twitter shareholders themselves vote?” Now, this poison pill that they are implementing, Buck, significantly says basically if Elon Musk gets 15% of the company, they are going to institute all of these different protocols.

Which basically would mean that he is not able to continue to the company. And the language that is written there, I just tweeted it out for people who are interested and want to be able to see it. And I’m not an expert, by the way, in corporate takeovers or any of these issues, but what is written here is, “If somebody gets 15% or more of Twitter’s outstanding common stock in a transaction not approved by the board…”

In the event that happens, “then each right will entitle its holder to purchase at the exercise price additional shares of common stock having a market value twice the exercise price of the right.” Now, I’m not an expert. I need to like sit down and really kind of hash out exactly what that looks like. But effectively, it’s designed to make it cost prohibitive for Elon Musk to be able to acquire the company on the open market.

BUCK: And there has been some further reporting from sources — from people claiming sources inside the DOJ — that that DOJ probe of Tesla is specifically just the Biden regime trying to use the legal muscle of the executive branch.

CLAY: Which is criminal.

BUCK: This is straight-up corruption to try to stop Elon Musk. Here’s what happens, folks. If we have an open Twitter platform going into the midterm election, then the Democrats really are at political DEFCON 1, ’cause of all the different sites that oppose them that will be able to freely share content, the arguments that will be able to be made, the stuff we can say about covid. So this is not just a corporate issue.

This is an American national, political issue, which is why the White House is weighing in on it, which is why they’re taking action behind the scenes, and they’re basically cheating. I just think everybody should know. This is how they do things: They are cheating. They are using the DOJ as a weapon to stop this from happening. Why wasn’t it such a big problem, Clay, when you had Jeff Bezos buy the Washington Post? It was great! We have a billionaire owner, yay!

CLAY: Yeah.

BUCK: The widow of Steve Jobs bought The Atlantic. She’s a billionaire 20 times over.

CLAY: Yeah.

BUCK: Why isn’t that a threat to democracy? The fact that these… Elon Musk’s whole thing here is, “I want a First Amendment platform, and I think Twitter would be a good thing,” and the left has shown us who they are. They are terrified by this notion. Terrified.

CLAY: All he wants to do, Buck, is allow people to say what they believe without restraining it. That is the essence of democracy, and the left wing of this country is losing its mind, and there now has been a poison pill put in place. The board, according to CNBC, unanimously voted in favor of it for the next year to disallow Elon Musk from being able to acquire this through a proxy fight.