> fate of the company after it has been taken private doesn't matter as far as "fiduciary duty" is concerned
If it goes private. As always, Matt Levine says it better than I can:
"...the financing seems to be made up of cobwebs and phlogiston. But also Musk has joked about taking companies private before, and he generally changes his mind a lot. (He agreed to join Twitter’s board last week! And then changed his mind four days later!) If you are a well-advised professional public company board, it is just catastrophic to imagine that you might say 'okay Elon $54.20 it is' and then he’d say 'ha no I was kidding, psych!' That would be crippling for a public company. Also that is basically what he did to Twitter’s board last weekend!"
Levine is being disingenuous, as usual. Obviously he would have banks and investors fighting to finance the deal. Wouldn't a breakup penalty address the breakup problem?
> Wouldn't a breakup penalty address the breakup problem?
No. If you’re at a table negotiating a break-up penalty, you’ve already crossed the Rubicon. You have indicated that the price was at the very least worth considering.
If that buyer then walks before agreeing to the break-up penalty, the damage has been done. Board seats have been lost for less.
Not to mention he is being disingenuous by implying there was no material change between getting offered a seat at the board, and hearing what accepting that seat would entail.
It sounds like Musk received the offer, accepted it and changed his mind afterwards. That is, after accepting the terms, not after receiving them. If that’s the sequence of events, I don’t think Levine is being disingenuous.
