Transcript
Hello, live from 19 covid. Street West Black Rock City, vanguardia 90219 It's a goddamn glorious edition of sparkling business pants. Join as always by Emma lurk anasir. Lurking and Matt slept better. Last night mascardi. Is that true? Did you sleep better? I did I'm a terrible folder of t-shirts. I'm it's it's really shameful. I don't know how to do it and today's completely shredded bag of methane filled nuggets called April 27th 2022, a giant, hot air balloon, powered by flammable wisdom. Are you ready? Yeah. Wait, is that us? So we the flammable wisdom. I apologize once again, but let's I think we could put a bow on Twitter today. Can this be it? No. Okay, well, okay. Well I'm gonna get right into it. We covered the board vote from the businessman's perspective. We went over every director, how they would vote. And we pretty much nailed that we think. Yeah, we now. So now according to musk in his letter to the board filed with the SEC, he said, I have attached a merger agreement, that is seller friendly. Oh, and that does not require you to recommend in favor of my offer. So we says, this will provide all shareholders of voice and allow for a democratic decision consistent with tweeters with Twitter's notes, okay? Like you're none of us None of was really believed that. But Matt, this is what this is, what it's forcing us to do. We have to go, we have to go over the Twitter shareholders now. Actually no choice. See how they're gonna vote? No choice. All right, am I put the countdown ready? Yeah, here we go, run it. Biggest shareholder. I'm gonna, I'm gonna go over the shareholders and I'm, oh, I'll introduce some talking points. Biggest shareholder is Vincent our group, which I think is currently at 10.3%. I went to look at how they vote on things. Like these Acquisitions, mergers Financial transactions, and a few things stuck out to me. Of course, everything's in a case by case basis, which means is actually no methodology. Yeah. You make it up every time, maybe they're waiting for someone to call them, I don't know. But here's what stood out to me as part of their criteria, the board and management oversight of the deal process. What do we think about board management? Oversight of the deal process was their oversight? Was there a board? I mean, yeah, was there. Before we went over, this is really, is there an entity that's actually separate from Elon Musk into her Jack? Dorsey? Are we sure this there is Jack Dorsey, and then they stand for heard and that's pretty much. Those are the two little bit Google and Google those voters right now. So, Being a group, you might want to look at that. Another one that got me was marker reaction. I don't think Market reactions been. It's been a lot of making fun of Elon. And I know that there are some libertarian People on the right who are happy? Oh, Tucker Carlson's coming back to Twitter now. So, I think the market reaction is good, so Vanguard group. You might want to spend more time on that one. How about this one? This is again, one of their only have seven criteria of things, they look at its and again, they own 10% of the vote. So this is actually important. They're they're vote here, the surviving entities governance profile and I put a big question mark on this one, because what the hell is it? Well this doesn't matter because for Vanguard their cashing out that's going private, that's it then. Okay, don't care. Govern yourself. However you want. We're out. And finally, how about this one? The effect on stakeholders if relevant to long-term value? I don't know. The state. The effect on stakeholders seems pretty dramatic here again, Vanguard must be thinking to themselves. Yeah. But we're not gonna be like they're private like this, not long term value anymore. If I Cares about. All right? So, Matt what are you saying? I'm gonna group. What are the guards? Rubber stamping this rubber stamp. Yes, rubber. Okay, you must number two, Elon Musk has 9.2%. What's his vote? I think he's actually. Not sure. I think he's gonna actually had. I had a big, yes. Unless a Twitter employee deactivating. Her account triggers him, and he decides. And then, yeah, I don't think he would ever bail. I think he won't vote. No, he would abstain. That's what he would do. And then call it like, the smart woke thing, but what your vote really on this. Hey yes, I mean, obviously moving on, Morgan Stanley, the third biggest shareholder 8.1% Here are the few things that they pointed out part of their criteria. First of all, what I didn't know, is they lean heavily on the opinion of ISS and glass, Lewis what they call their quote, their research providers. And by the way, that's all capitalized. Kind of like a name, like Donald Trump, Carl Lewis, whoever I think research providers, I think they meant to shout. It research provider, Words, here are so here's some things. There are research providers. Look at ISS, that's one of them. They look at offer price premium and I remind people to offer prices, and I'm going to remind you math. That Twitter, share price was 77 dollars almost a year ago. So what's what's good? What gives it's amazing. How quickly people are like 54.00 suddenly sounds good because this, you know, can't get. Because when musk took a stake, he's gonna dump in the market and 54. It's hostage, it's it's a hostage situation, if you don't, that was rhetorical house. Oh, okay. I give up, we got to move on, we're trying to keep these shows. He'll be sure that one of the other car from my SS is how the deal was negotiated. And I would say, it was negotiated like children with diapers and in feces, that's generous sorry. I apologize. They also mentioned conflicts of interest, which we've covered the board. Is basically came out of a Stanford, Google candy machine that you find at the where do you find those nowhere anymore? But I like that all. So I assess consider other Alternatives and offers considered. This one seems like a big fat none. Not others. None offers completely rushed through. And finally, they asked, is there a non-completion risk? I think the only risk here is to share price rebounds. If musk doesn't complete it, Twitter, gets a billion dollars though that's part of the element, big what. All right, so ISS and glass Lewis glass, Lewis also wanted to know about, how about the was there, an independent board of directors, who recommend the transaction as we pointed out that board of directors. Does not seem independent of anything really know? Yeah. So Morgan Stanley, what's your vote on them? Morgan Stanley once told us that they ride winners so I think it's a, yes, Okay, so we're gonna. Yes. I'm going to up next BlackRock 4.6%. I don't really have a lot to say here, though. I did again, I did look at their voting principles, the one that showed me was boards proposing, a transaction need to clearly explain the economic and strategic rationale behind it. Of course, we haven't seen that clear and they should file something in the next 24 to 36 hours. That actually has that explanation in it. They did have to file something on that. So we'll see you here. What's your vote on? Black Rock will haply gleefully get out of this and it's well, we'll come back to it. Yeah. Ah, moving down the list. Now, we have some more minor players, although I guess it wouldn't call State Street minor at 4.5%. You got any thoughts about State Street? Um, does anybody have any thoughts about State Street at any point? I do? All right, actually, I thought. Okay, there are a bunch of remaining institutional investors. I wanted to just cover them quickly because some interesting things stood out to me first of all overall there are very few women involved here. Is that shock you? Okay. I will say this percent of leadership 18% of leadership out of geode Capital, clearbridge Fidelity, Airsoft Capital asset and State Street. There's not a lot of forget leadership on the portfolio manager teams, who are often the teams that will make this call because they'll do the evaluation we have to call. We're looking at we know, blackrocks team is like, 83%, white and male, 90% male, the other teams are similarly, in the 90%, white male range, that's what we're talking those, that's who's making the decisions. Just in case, let me tell you, there are actually are believe it or not two women who do run some of the remaining institutional shareholders. One is Fidelity. Abigail Johnson. Although we Too excited. She was succeeded by her. Father in Fidelity was founded by her grandfather. I wouldn't get too excited by that one. Yes, less exciting. The The Other Woman is Stephanie Drewes. She runs Nikko asset, Nikko asset has 2.9%, but before you get too excited on this one, I was when the previous CEO stepped down, they wouldn't even give her the CEO title. Oh no, she's a know really, she is the president and a Neko spokesman said following Mr. Satos resignation no one in the organization will have the CEO title. They actually explicitly pointed out on the press release. They want to make sure that her leadership there. That's out of the remaining, six institutional shareholders. I did find this. Five of them are have NBA's at Harvard, this CEOs, like you care about that such a yawn. At least it's not Stanford. It does seem like old school Finance is at a Harvard. The real outlier here is clear Bridge 2.1% ownership of Twitter. Their CEO has an MBA from Hofstra what, who knew is that they have program even more startlingly, the Chief Human Resources, officer at clearbridge is a dude. Whoa. All right. So here, they're 2.1% in their NBA's at Hofstra. Maybe they'll, they'll know all these groups now. Well, any of them you think any of them will go against us? I think you just pushed me into a position where I have to say they clear bridge is gonna vote no and everyone else. Yes, I think everyone else he's yes. Nico where yes on Aristotle Capital by the way. Congratulations to Aristotle. They have 70 liters on their website. Yes, I counted. Ten of them are women. That's a lot of women. I'm impressed, I like that. So yes on Fidelity, no one clearly. No. One clearly, that is my guess. Clear bridge will yes on on geode capital and the remaining big owner that we haven't talked about. Is it's not parag. Yeah, which is foreshadowing to our next story because nobody actually talks about the current CEO of Twitter anymore. Nobody cares. But the last remaining shareholder is Jack Dorsey. 2.4%. He said this? Yeah, this is saying principal. I don't believe anyone should own or run Twitter. Yeah, wants to be a public good at a protocol level, not a company solving for the problem of it being a company. However, Elon is the singular solution. I trust, I trust his mission to extend the light of Consciousness. I mean what really? Seriously that like, it's all we haven't. We haven't evolved from Star Wars in 1977. Was it like we're just run by a bunch of like juvenile children, boys, like this is all it is right? Like, okay, good perfectly time because it's over. We have decided the all that shit, the shareholders are gonna vote. Yes. And Elon Musk is going to take over. I just say I'm 97%. Sure. That inside. Morgan. Stanley's voting policies. It does say, if the buyer has the light of Consciousness that they will sell. I believe that that's it. And to pass the Baton here. The next story, can you we talked about Agrawal man. Why why does nobody else talk about it? Here we go. Talk about him. We're going to in more clock. Here's the Clock Lee, did you know that? When I do that with all the coverage of Elon Musk and Jack dorsey's, billionaire Lotus, positioning somewhere in that shuffle is Prague Agarwal, who is apparently the CEO of Twitter and on its board and is doing some stuff. So, here, I put this together, actually, this is literally just for you. Damien, this is, I did, I spent like three hours this morning, getting the headlines about Prague his reactions, where he's at with Elon Musk here they are. Here's our headlight, checking with Prague, here's headline, number one, Twitter CEO tells staff, no layoffs plan at the time. But admits that, this is a period of uncertainty, following Elon Musk, buy out like CEO talk. I mean, I, I'm not sure you could say a more obvious sentence. Here's an, here's headline. Number two, Twitter temporarily bands, product changes to prevent employees. Going rogue after musk deal, was agreed on a report says now he's not mentioned in that headline, but he is putting us setting up this band. And hear it. Oh no. Wait, that's all the headlines. I'm not joking. Even that and even that second one is, maybe that's a maybe I'm sure. Yeah, that could be Jack's. Yeah, inside the headlines, I found included, things like Prague agarwal's career, as Twitter CEO could have been over before it really began. That was Will Elon Musk and Jack dorsey's, friendship and Prague Agarwal CEO run. Literally nothing was about Prague and how he runs Twitter. And since we are the wisdom in the CEO field, I mean, really, you're not gonna find anyone else that we are the hot air balloon of CEO wisdom. This is unprecedented that take over of such a important corporate entity, and nobody cares with the CEO literally nobody cares. Single person, not a single person. I'm guessing that 8 out of 10 of the people who even covered a store, don't even know the name of the Twitter CEO. Here's the willing to bet that here's the amazing part. About all of that which is parag. Agarwal is not only the CEO during a 44 billion dollar takeover. The company that he's running, but he's also on the board and helps make the decision to sell the company. The first place, this people is the incredible deep value of puppet leadership. I'm gonna give you a pupper leader timeline. Are you ready for my Puppet Master quickly? Come on, here we go. Silver Lake, Scott, Galloway and a bunch of activists. Get itchy about Jack Dorsey, running two companies wanting to live in Africa while Twitter isn't making enough money. They don't like Africa. They don't like double CEO and they don't like not making money. Activists take a steak, add a handful of white male assholes to the board and I'm looking to use Silver Lake because there's like you had like four people to the board and they were going to white men. All of them. Oh there, the first year, there was four, three or four white men, they added Third Jack Dorsey hates every one of those fuckers. I imagine. Yeah. And probably complains to Grimes at a Gala about how quarterly Revenue demands are ruining the big vision for what Twitter could be in the light of Consciousness. And he vows to quit and started yoga nft studio but Grimes goes home. And number four is tells Elon, Elon, Elon calls Jack, they get avocado pizza together and talk about how no one has vision. And here's a crazy idea. Jack says, why don't you run, it wouldn't that blow my mind blow, everyone's mind, then Jack steps down as CEO and installs a puppet in his place placeholder placeholder. I mean, a placeholder for two months because golf ball chip look like keep going. The activists are still there. They want to control somebody Jack doesn't really care. Prague is it's not gonna be some beatnik crypto Yogi. They Put in his place. It's got to be. It's got to be someone like Prague, it's a play, but it's the Microsoft alphabet Playbook. Yeah, Prague takes the helm and by takes the helm. I mean, he quietly does nothing without permission and he goes home to sit with his baby. Well, yeah, that that elon's then like babies. That actually happens. Elon crew is a massive stake in Twitter, passively then Elon joins the board Prague celebrates, Then he's capable of celebrating. I think it's more of like, a few days later. Elon unjoined the board and Prague celebrates. This was scary. Yeah, that would have been too much activity. Then Elon buys Twitter and Prague celebrates. Here's his quote, quote, Twitter has a purpose and relevance that impacts the entire world deeply, proud of our teams and inspired by the work that has never been more important. That's it. That's one parting question. I got one parting question for your hot air. Balloon of wisdom. Yeah. How would you vote on the Twitter purchase? Oh, come on. You know. You know how I would vote. I'm with clear Bridge. It's a big fat. No big fat. No that's it. Here we are free. Float, media. That was business pants. Yeah, tomorrow, I am not here and Friday. I am not here and Monday. I am not doing. I, we have clients that I have to go meet. We're gonna we're building stuff. We are building board saber metrics for people, that's what we're doing. Yeah. And we use those paper Matrix to help to give us understanding of the Twitter board to understand where the influence is coming from, to understand that there's not an actual oversight in place. There's Jack Dorsey and his huge, and his pile of Consciousness cushion. There's, this is crypto Light Of Consciousness. While we're building those in selling those to people, I have to be away, so it's all in your hands and I think Emma's coming back tomorrow. I believe the lurker is stopping lurking. Tomorrow, who knows? But that's all we got. You some other day, goodbye.