Judging Freedom - Musk Twitter Deal - How it Unfolded

Episode Date: April 26, 2022

#Musk #TwitterSee Privacy Policy at https://art19.com/privacy and California Privacy Notice at https://art19.com/privacy#do-not-sell-my-info.

Resolve to earn your degree in the new year in the Bay with WGU. WGU is an online accredited university that specializes in personalized learning. With courses available 24-7 and monthly start dates, you can earn your degree on your schedule. You may even be able to graduate sooner than you think by demonstrating mastery of the material you know. Make 2025 the year you focus on your future. Learn more at wgu.edu. Hi, everyone. Judge Andrew Napolitano here for Judging Freedom. Today is Tuesday, April 26, 2022. It's about 1.50 in the afternoon here on the east coast of the United States.

And we wake up this morning, although half the day is over on the east coast, to find that it appears there's much jubilation and little resistance to the Elon Musk takeover of Twitter. So I come to the screen to discuss just a few aspects of it with you. I made a statement that was misleading yesterday when I suggested that Musk was buying the shares of the board and the shares that the company owned but hadn't sold. Well, that's not correct. Musk is offering his $46 billion, I think it comes to $56.20 per share, to every shareholder in the company for every share outstanding. Now, if they accept that, that will turn Twitter into a private corporation because he will own 99.999% of it.

I thought he was trying to buy 50% plus one. He's not. He's trying to999% of it. I thought he was trying to buy, you know, 50% plus one. He's not. He's trying to buy all of it. Can a couple of shareholders hold out? Yeah, of course they can, and they'll be whistling in the wind. But once Musk gets all the approvals that are necessary, and it appears he will get them, this deal will be done. It could take anywhere from two months

to 12 months to get done, but it appears as though it will get done and Twitter will be a privately held corporation owned exclusively by Elon Musk and his various corporations. He spent the weekend satisfying the Twitter board that he did indeed have $44 billion, $25 billion in cash on hand and the remainder loans from banks in which he would pledge as security his shares of stock in his principal corporation, Tesla. And the weekend was spent lining up those loans, satisfying the banks, and then satisfying the Twitter board. He must have had a legal bill in the millions for just the weekend. That type of work is very time consuming. And he was there with everybody in San Francisco cracking the whip.

Nobody even went to sleep. This wasn't resolved until the early hours of Monday morning. On the legal side of this, once the acquirer or potential acquirer makes an offer that is reasonable and that is more than the fair market value of the shares, the board has a quandary. And the quandary is this, the board's duty is fiduciary. It stands in the place of the shareholders, and it must make decisions that are best for the shareholders, not for their politics, but for their investment. So if the company's worth $50 a share, which is what it was selling for this morning, and Elon Musk is willing to pay $54.20 a share, that's obviously very beneficial to the shareholders. The board of directors would have great difficulty

trying to explain to a judge that its decision to reject that deal was based on money rather than on politics. We all know this company, though it's a public bulletin board, is a left-wing company, or at least the people that have dominated it have left-wing political views. And we know that Elon Musk is not there. So rejecting his offer because of his politics would not wash in a courtroom. And I think that's why once he was able to demonstrate, yes, I really do have this $44 billion, $44 billion in cash, either on hand his $25 billion or pledged to me as loans the remainder, the board really had no choice. So what happens now? Now the shareholders have to vote from the anecdotal interviews that my former colleagues at Fox have been undertaking with these people. And again, it's anecdotal and it's not a scientific sample.

It seems, yes, the shareholders will vote overwhelmingly in favor of this, whether it's a political vote or a financial vote, we may never know. But it'll be a vote, and it'll be in Eli Musk's favor. And sometime in 2022, he will be the sole shareholder of Twitter, and then you'll see the changes. Mr. Musk, Judge Napolitano here. I would love to be your chief content officer. I'm an absolutist when it comes to free speech. To me, all innocuous speech is absolutely protected and free. And all speech is innocuous when there is time for more speech to address or challenge it. So people would have a hard time persuading me

to suppress the speech of anybody, even people that hated me and people that hated you, just in case you're interested. Judge Napolitano for judging freedom. Resolve to earn your degree in the new year in the Bay with WGU. With courses available online 24-7 and monthly start dates, WGU offers maximum flexibility so you can focus on your future. Learn more at wgu.edu.