Stockholder Proposal Regarding a Report on Users Owning the Twitter Platform(sec.gov)
sec.gov
Stockholder Proposal Regarding a Report on Users Owning the Twitter Platform
https://www.sec.gov/Archives/edgar/data/1418091/000119312517116229/d319969ddef14a.htm#toc319969_28
112 comments
The question is whether Twitter's board is going to try to ride it all the way down to the bankruptcy. Twitter loses money. $167m last quarter. Twitter has lost money for 10 years. Revenue is flat. They're not a growth company any more. There's no sign of a turnaround.
This is when the board has to consider firing the CEO, and the stockholders have to consider firing the board.
This is when the board has to consider firing the CEO, and the stockholders have to consider firing the board.
Someone working at Twitter told me they're losing money due to paying off earlier employees' equity grants rather than cost of operation. Continuing to run the company for growth will probably ruin it, since nobody has any good ideas except continuing to turn it into Facebook.
(IMO this is the problem with starting your big company in SF - you'll just get employees who leave your competitors and think the same way they do.)
(IMO this is the problem with starting your big company in SF - you'll just get employees who leave your competitors and think the same way they do.)
Can you explain to me what 'paying off employees equity grants' is?
They are just giving them shares, right? That shouldn't count against P&Ls because it's not cash.
They are just giving them shares, right? That shouldn't count against P&Ls because it's not cash.
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That's ridiculous. California is at-will through and through. If paying a subset of their employees was the biggest problem it'd be an easy one to solve.
"That's ridiculous. California is at-will through and through."
Errr, actually, california has a lot of exceptions to at-will. Here's a random article analyzing it. Note the conclusion: http://www.hullmcguire.com/pdf/Hull%20McGuire%20-%20Californ...
It's pretty common. I believe there is even case law saying that once you've been at a place for some significant amount of time, you have the right to expect to only be terminated for cause.
Errr, actually, california has a lot of exceptions to at-will. Here's a random article analyzing it. Note the conclusion: http://www.hullmcguire.com/pdf/Hull%20McGuire%20-%20Californ...
It's pretty common. I believe there is even case law saying that once you've been at a place for some significant amount of time, you have the right to expect to only be terminated for cause.
Paying an equity grant isn't the same as continuing to employ someone and continuing to pay their salary. If someone has an equity grant, that's already a liability to be paid. "At will" refers to ongoing employment, not paying existing liabilities.
I'm not sure what you mean by "paying an equity grant". If you fire someone they no longer receive new equity. And for a company that's been public for 4 years with a constantly dropping stock price I doubt the volume of early employees exercising options could possibly bankrupt the company. I don't understand how that could happen to any reasonably well managed company.
>Even among its Silicon Valley peers, which have drawn closer scrutiny from investors recently because of their generous stock-based compensation practices, Twitter is notable for how much equity it doles out.
>And those grants of restricted stock units or options, which would have to be covered to some degree by any buyer, simply add to the purchase price of any deal.
>According to Twitter’s most recent annual filing, the company racked up $682 million in stock-based compensation last year. By comparison, the company’s adjusted earnings before interest, taxes, depreciation and amortization — which also excludes stock-based compensation — for the year was $557.8 million.
>Factoring in the payouts would have pushed Twitter well into the red for the year.
https://www.nytimes.com/2016/09/27/business/dealbook/twitter...
>And those grants of restricted stock units or options, which would have to be covered to some degree by any buyer, simply add to the purchase price of any deal.
>According to Twitter’s most recent annual filing, the company racked up $682 million in stock-based compensation last year. By comparison, the company’s adjusted earnings before interest, taxes, depreciation and amortization — which also excludes stock-based compensation — for the year was $557.8 million.
>Factoring in the payouts would have pushed Twitter well into the red for the year.
https://www.nytimes.com/2016/09/27/business/dealbook/twitter...
Is a grant an option? No. A grant is a grant. The employee isn't buying the stock at some price. The employee is being paid in equity with a grant. It's stock that's been issued in lieu of higher salaries. And yes, if an employee gets a grant vested you must fulfill the grant even if the employee leaves after vesting. You can't just hire people and refuse to pay their compensation.
Maybe I'm slow but am I the only one not getting the point of this at all? Users can already be owners by buying stock. And what exactly is the benefit? Random Twitter users are somehow gonna come up with plans on how to make the company profitable (heh how many "monthly fee" proposals will be submitted?)?
Are there examples of large companies converting into a credit union type model?
Why would shareolders want this?
Are there examples of large companies converting into a credit union type model?
Why would shareolders want this?
Its worked quite well in a number of areas -- it tends to be good for sustainable growth, rather than adventurism, as the owners are concerned more about keeping the company sustainable and healthy than rapid growth. And the feel-good factor of it being a community organisation means people like to give it their custom.
John Lewis, one of the UK's largest retailers (annual turnover about £10bn) with one of the best-respected brand is employee-owned under a cooperative structure.
In terms of rescuing businesses from big egos doing badly, Portsmouth FC was rescued by a fan take-over after a number of disastrous owners who'd saddled the club with debt and left it on the verge of liquidation. It's now on a healthier footing and starting the climb back up the leagues.
For Twitter, which was in a strong position to become a social utility, it's probably not a bad model. But it doesn't involve going out in a blaze of glory, so executives will hate it.
John Lewis, one of the UK's largest retailers (annual turnover about £10bn) with one of the best-respected brand is employee-owned under a cooperative structure.
In terms of rescuing businesses from big egos doing badly, Portsmouth FC was rescued by a fan take-over after a number of disastrous owners who'd saddled the club with debt and left it on the verge of liquidation. It's now on a healthier footing and starting the climb back up the leagues.
For Twitter, which was in a strong position to become a social utility, it's probably not a bad model. But it doesn't involve going out in a blaze of glory, so executives will hate it.
For folks wondering about whether this will happen, I would highly recommend also reading the Board's "Statement of Opposition." Pretty clear no. Shareholder value, etc.
While this might be a decent option for a medium that could be considered important for public discourse, it's certainly not going to goose your stock price and I'm guessing even every Twitter user contributing a few bucks won't get you to a sale price that might work for the board.
While this might be a decent option for a medium that could be considered important for public discourse, it's certainly not going to goose your stock price and I'm guessing even every Twitter user contributing a few bucks won't get you to a sale price that might work for the board.
> I would highly recommend also reading the Board's "Statement of Opposition." Pretty clear no. Shareholder value, etc.
While I agree there is no shareholder value involved, I think there is some scope for thinking of the platform as a public utility and putting it under some framework other than a publicly traded corporation. It could operate either as a Foundation, a Public-private partnership, a federal agency perhaps as a subsidiary of the Library of Congress, or some other system of governance that makes it operate more as a public trust than a corporation.
It's function is definitely more akin to a public utility than a product produced for market, after all, so why not? I'd say most online stuff still has too many returns to innovation to where the opportunity costs of nationalizing them outweigh the benefits. But clearly Twitter isn't doing a great job of staying afloat as it is.
While I agree there is no shareholder value involved, I think there is some scope for thinking of the platform as a public utility and putting it under some framework other than a publicly traded corporation. It could operate either as a Foundation, a Public-private partnership, a federal agency perhaps as a subsidiary of the Library of Congress, or some other system of governance that makes it operate more as a public trust than a corporation.
It's function is definitely more akin to a public utility than a product produced for market, after all, so why not? I'd say most online stuff still has too many returns to innovation to where the opportunity costs of nationalizing them outweigh the benefits. But clearly Twitter isn't doing a great job of staying afloat as it is.
I don't know how common this is in the US, but in Switzerland we have a form of incorporation that's quite common and would match ownership by users, which is quite different from public ownership: A cooperative ("Genossenschaft"). The biggest retailers, some of thr bigger banks snd insurances as well as lots of shared land ownership works this way. According to Planet Money at least in banking in the Midwest it used to be common in the US. I think this could be attractive for services that can be considered internet infrastructure, like Wikipedia, Twitter and (in an ideal world) even Google. Users gain a lot of value from a platform stopping the growth play and going for stability through pleasing their existing user base and expanding in an 'organic' way to users that want more of the same.
I could also see this becoming a common thing for blockchain based services since Ethereum contracts would make this a very easy thing to do.
I could also see this becoming a common thing for blockchain based services since Ethereum contracts would make this a very easy thing to do.
>It could operate either as [...] a federal agency perhaps as a subsidiary of the Library of Congress [...]
Because Twitter is a US-only thing, right? Don't forget about the enormous _global_ user base who would definitely not be served by making it directly controlled by the US government.
Because Twitter is a US-only thing, right? Don't forget about the enormous _global_ user base who would definitely not be served by making it directly controlled by the US government.
Are they any better served by it being incorporated in the US and managed by a US based board of directors and mostly US based shareholders?
I suppose there might be some other sovereign wealth funds and investors from China, Gulf States, UK, etc. in there too but still, hardly representative of its actual user base.
I agree that that would probably be the worst option of the bunch, but it's just an example of other ways a platform can be governed that's not a for-profit corporation.
I suppose there might be some other sovereign wealth funds and investors from China, Gulf States, UK, etc. in there too but still, hardly representative of its actual user base.
I agree that that would probably be the worst option of the bunch, but it's just an example of other ways a platform can be governed that's not a for-profit corporation.
So far they're not as deeply bound by US National Policy as they may be if they're full-on nationalized.
I agree that from a societal value perspective this argument exists, but if I were someone concerned with the overall market cap / share price value of the company in dollars I would likely not want to see that happen in the near term in the hopes that other options might garner greater value on the open market.
Kickstarter's reincorporation as a (New York) Public Benefit Corporation (PBC) is an interesting precedent in this space.
https://en.wikipedia.org/wiki/Public-benefit_corporation
https://en.wikipedia.org/wiki/Public-benefit_corporation
Public Benefit Corporation is one potential route.
I totally missed the "Statement of Opposition" - a testament to the amazing design of the paper I guess - but it's pretty dripping with sarcasm.
It'd be much better of if each Twitter user would become a verified user and pay $1/yr for normal plan with let's say notifications about posts/replies, $6/yr for read/write access and $12/yr for some premium plan. Maybe that'd make Twitter better off financially and better platform in general. Each time I post something from my blog here I get natural organic comments etc.. Each time I post on Twitter, I get some bots following me, retweeting and others. I'd much rather pay and know there is real life there.
I agree. I've always been non-plussed at Twitter's valuation, given the lack of a clear monetization scheme, but then so many early unicorns were the same - eyeballs were the primary goal, with vague assumptions that revenue will automatically follow.
And I agree that if you had to pay (I'd go for a dollar a month) to tweet, it would cure many of Twitter's ills. Bots, scams and fake news would pretty much disappear overnight.
And I agree that if you had to pay (I'd go for a dollar a month) to tweet, it would cure many of Twitter's ills. Bots, scams and fake news would pretty much disappear overnight.
The worry is probably that most of their userbase would also disappear overnight...
Douglas Rushkoff wrote decently well about this topic -- his argument was that Twitter was a company that never should have gone public and which would have been much more interesting had it been more decentralized and privately controlled. Maybe not as interesting financially -- but interesting in the sense of control and technological vision. Public markets can do all sorts of strange things to a company -- I think as IPOs start to wane in frequency, a lot of startups are going to take a long hard look at public markets and some might decide to take a hard pass on them, despite the gold pot at the end of the rainbow.
Had they not brought in a bunch of good engineers with the lure of IPO, they would likely still be at the fail whale state.
The board's statement of opposition pretty cleanly argues against this type of equity overhaul.
That said, I do appreciate the spirit of the proposal. Specifically, how do users that are contributing to the value of the network somehow extract some of that value in real terms? Of course, there's a lot of complexity to that sort of system and the cost of implementing it substantial. But whereas some people are working on architecting that sort of system from the outset as more a technical feat, this tact would get legal momentum that would almost guarantee some sort solution, be it good, bad or more likely, somewhere in between.
That said, I do appreciate the spirit of the proposal. Specifically, how do users that are contributing to the value of the network somehow extract some of that value in real terms? Of course, there's a lot of complexity to that sort of system and the cost of implementing it substantial. But whereas some people are working on architecting that sort of system from the outset as more a technical feat, this tact would get legal momentum that would almost guarantee some sort solution, be it good, bad or more likely, somewhere in between.
> how do users that are contributing to the value of the network somehow extract some of that value in real terms?
If users aren't getting any value out of using the service, they won't use it. The fact that they are using it, without any force or coercion, indicates there is sufficient value being extracted from the service by it's users.
If users aren't getting any value out of using the service, they won't use it. The fact that they are using it, without any force or coercion, indicates there is sufficient value being extracted from the service by it's users.
I kind of want to buy some Twitter stock just so I can vote for this proposal. Shame the board lacks vision beyond "maximize shareholder value". Yes yes, fiduciary duty, etc. etc. There's more to life than the value of your stock.
> Yes yes, fiduciary duty, etc. etc. There's more to life than the value of your stock.
You don't see the contradiction in this statement?
You don't see the contradiction in this statement?
I think this is an unfair criticism. Theyre not in the business of charity.
You'd need to have bought it before the record date though.
This reminds me of when people claim it'd be better if a company was owned by its employees. This idea influences businesses to various degrees, from stock options to cooperatives.
IMHO, this idea fails to acknowledge that ownership is a dynamic concept, not a static one. In a free country, people can sell what they own. So even if you give shares to a category of person you think should own them, you don't know if they will keep them or if they will sell them to the very category of people you took these shares from in the first place.
IMHO, this idea fails to acknowledge that ownership is a dynamic concept, not a static one. In a free country, people can sell what they own. So even if you give shares to a category of person you think should own them, you don't know if they will keep them or if they will sell them to the very category of people you took these shares from in the first place.
You can put all sorts of restrictions on selling shares so long as you're not a public company, though. I own some shares which I can only sell to other people who already hold shares, and then only when the company allows me to, for example.
> You can put all sorts of restrictions on selling shares so long as you're not a public company, though.
Sure you can. But it is my understanding that the more restrictions you put in the circulation of capital, the further away you go from the capitalistic model and the closer you get to the socialist one.
Sure you can. But it is my understanding that the more restrictions you put in the circulation of capital, the further away you go from the capitalistic model and the closer you get to the socialist one.
You're implying that is necessarily a bad thing in all cases. Many people don't believe that. There are definitions of freedom other than the dominant ones - and plenty of ways in which many people are not free as a direct result of capitalism.
> You're implying that is necessarily a bad thing in all cases.
I sincerely wasn't. I was trying to be as neutral as possible. And I was not talking of freedom in the post you're replying to, I was only talking about restrictions on the circulation of capital.
I sincerely wasn't. I was trying to be as neutral as possible. And I was not talking of freedom in the post you're replying to, I was only talking about restrictions on the circulation of capital.
> But it is my understanding that the more restrictions you put in the circulation of capital, the further away you go from the capitalistic model and the closer you get to the socialist one.
Restrictions and regulations are in no way automatically "socialist". Something being less laissez faire doesn't inherently make it socialist. Socialism doesn't just mean "not free market capitalism".
Restrictions and regulations are in no way automatically "socialist". Something being less laissez faire doesn't inherently make it socialist. Socialism doesn't just mean "not free market capitalism".
The idea that the difference between people with capital and without is one of preference seems rather bizarre.
OP could have been a bit more subtle with his statement. Obviously some people have an easier time than others accumulating capital. If you're working at a minimum wage job (or 2) you may not have any "extra" capital to accumulate. In those cases, it's not really a preference. On the other hand, many people DO have some amount left over after their basic living expenses. People have options with this. They have "preferences". They could spend it on a "luxurious" lifestyle, expensive bars, updated wardrobes, expensive cars, houses larger than they need. Etc. Many "rich" people (even middle class people) have a preference for living below their means, and allowing the capital to accumulate.
My father was a post office worker, the government took care of him for sure, but he never made more than $20/hr. Today his retirement account has over a million dollars in it. Growing up we never owned a car, we rarely eat out, and we lived in a very cheap house, in a very cheap neighborhood.
I resented him for it many times, not having a car is very difficult in the suburbs of the Midwest. Our cheap house was in a shitty school district.
But it was his "preference". He could have saved less, and spent the money on a better house in a better school district. He chose to accumulate capital instead.
My father was a post office worker, the government took care of him for sure, but he never made more than $20/hr. Today his retirement account has over a million dollars in it. Growing up we never owned a car, we rarely eat out, and we lived in a very cheap house, in a very cheap neighborhood.
I resented him for it many times, not having a car is very difficult in the suburbs of the Midwest. Our cheap house was in a shitty school district.
But it was his "preference". He could have saved less, and spent the money on a better house in a better school district. He chose to accumulate capital instead.
Or he could have been born into money, used the family's capital wisely to accumulate more capital while living in the best school district and leaving a lot more than that for retirement.
Nothing wrong with that, but not everyone had the "preference" or "foresight" to choose their parents so carefully.
What OP missed is not subtlety but a basic grasp of how the deck is stacked for most human beings living today.
Nothing wrong with that, but not everyone had the "preference" or "foresight" to choose their parents so carefully.
What OP missed is not subtlety but a basic grasp of how the deck is stacked for most human beings living today.
Haven't you heard? Real life is just like a monopoly game where everyone starts out equal and those who end up poor do so as a result of their own flawed decision-making. It's totally fair. At least, so people would have you believe.
Some people prefer cash to share holdings. It is, by all means, a preference.
Some people would prefer holdings in lieu of cash, but prefer being able to eat and pay rent in lieu of holdings so they wind up taking the cash. That too is, technically, a preference but let's not pretend all "preferences" have no more weight or societal implication than what flavor of ice-cream we like.
You seem to believe that people don't own capital because they are poor or something. It is certainly true that poor people don't own capital, but it is also probably true that a lot of people who are not poor do not own capital either. For instance, I suppose that socialistic-minded people don't, and yet I doubt they are all poor.
In any case, the preference I was talking about was excluding wealth considerations. All other things being equal, the tendency to hoard capital is, I believe, part of character.
In any case, the preference I was talking about was excluding wealth considerations. All other things being equal, the tendency to hoard capital is, I believe, part of character.
To be honest, everyone I know who can afford to own capital does, in some form or another. The alternative is an inability to retire.
> in some form or another.
Well, I may have made the mistake of using the word capital to refer to shares of companies. I admit the term is more generic and even cash can be seen as capital.
Still, this thread started about the idea of giving shares to a category of person. So my point remains : ownership is a dynamic concept. Even if you give those shares to people you think should own them, what makes you think they will keep them and not sell them?
Well, I may have made the mistake of using the word capital to refer to shares of companies. I admit the term is more generic and even cash can be seen as capital.
Still, this thread started about the idea of giving shares to a category of person. So my point remains : ownership is a dynamic concept. Even if you give those shares to people you think should own them, what makes you think they will keep them and not sell them?
> As long as people are free to buy and sell capital, it will always end up in the hands of those who like to hoard it.
As long as people are free to buy and sell access to healthcare, healthcare will always end up in the hands of those who like to hoard it.
You can advocate for or against capitalism but this framing is dishonest, and even the capitalists would think it's unfair.
As long as people are free to buy and sell access to healthcare, healthcare will always end up in the hands of those who like to hoard it.
You can advocate for or against capitalism but this framing is dishonest, and even the capitalists would think it's unfair.
I feel like I'm missing some "between the lines" stuff, like, is this some sort of velvet-gloved veiled takeover attempt? I'm not saying that's what this is, but it seems like there's more than meets the eye here. Is there anybody with experience who might be able to comment on that? Either way it seems related to the fact that this probably wouldn't be getting discussed if the stock was doing well.
Shareholders are allowed to propose items that will appear on the ballot for annual vote, "(1) In order to be eligible to submit a proposal, you must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date you submit the proposal." https://www.law.cornell.edu/cfr/text/17/240.14a-8
Before shareholders vote on the proposal, the board of directors can make a recommendation - is this a good idea or a bad idea? In this case, they say: bad idea.
Shareholders aren't bound to agree with the board, but usually do - after all, they're the same folks who nominated the board in the first place.
Before shareholders vote on the proposal, the board of directors can make a recommendation - is this a good idea or a bad idea? In this case, they say: bad idea.
Shareholders aren't bound to agree with the board, but usually do - after all, they're the same folks who nominated the board in the first place.
So, "some person" of no particular power within Twitter (given how easy it is to own $2K of Twitter stock for a year) got a ballot proposal on the ballot for what could be read as more-or-less personal/ideological reasons as much as a serious proposal? In which case, this sort of thing happens all the time and this is only HN news because it's Twitter? (Checking my guess/understanding. And I'm not upset that it's HN news or something, that's fine; just trying to calibrate my understanding, as my initial calibration was perhaps too oversensitive.)
> In which case, this sort of thing happens all the time and this is only HN news because it's Twitter?
Yes, this sort of thing happens all the time. If you own some shares of an individual company (not through a fund), you'll get notice periodically of items to be voted on: proposals from the board (often routine such as handling accounting and audits), which the board recommends passing and which almost always pass, and proposals from individual shareholders, which the board almost always recommends against and which almost always fail. Many of them are ideological, some more reasonable than others.
Does anyone know of any prominent case where a major company passed a shareholder proposal? And/or the board recommended in favor of one?
Yes, this sort of thing happens all the time. If you own some shares of an individual company (not through a fund), you'll get notice periodically of items to be voted on: proposals from the board (often routine such as handling accounting and audits), which the board recommends passing and which almost always pass, and proposals from individual shareholders, which the board almost always recommends against and which almost always fail. Many of them are ideological, some more reasonable than others.
Does anyone know of any prominent case where a major company passed a shareholder proposal? And/or the board recommended in favor of one?
I have no idea if this is relevant, but it seems like it: http://www.srp.law.harvard.edu/companies-voting-on-proposals...
I don't understand why American shareholders are so quiescent and trusting of their boards. I can't help noticing that the people who idolize corporate boards are often the same people who fulminate against representative government.
Because the minority shareholders who don't trust their boards usually just sell their shares and invest elsewhere. When enough shareholders do that it tends to drive the stock price down and then the Board has to act, or else they tend to get ousted by corporate raiders.
Most shares are owned by funds, often stable funds that don't want to rock the boat, whose shareholders don't particularly care about individual companies. Most individuals don't tend to own enough stock in a company to matter.
And partly it's a self-fulfilling prophecy: if you disagreed strongly with the board, you'd be less likely to hold stock in the company in the first place, unless you're in the rare position of owning enough of it to affect decision-making.
And partly it's a self-fulfilling prophecy: if you disagreed strongly with the board, you'd be less likely to hold stock in the company in the first place, unless you're in the rare position of owning enough of it to affect decision-making.
Most Americans hold shares indirectly through funds where they lose all governance rights. The fund managers have zero interest in any proposal which has the faintest whiff of risk.
>I don't understand why American shareholders are so quiescent and trusting of their boards.
I think it's because the overwhelming number of shareholders in US equities want returns, not a new governance responsibility.
Workers at the companies, however, tend to want the governance, and should have it.
I think it's because the overwhelming number of shareholders in US equities want returns, not a new governance responsibility.
Workers at the companies, however, tend to want the governance, and should have it.
> I don't understand why American shareholders are so quiescent and trusting of their boards.
In this case, I don't think that's what's going on. Most of the shareholder proposals I've seen are basically idiosyncratic political soapboxing, and I vote my tiny number of shares against them because I don't agree with either the proposal or the venue or just don't care.
If I ever saw one that seemed pertinent, I'd vote for it. However, the shares I own outside of mutual funds are tiny and insignificant, so it's moot anyway.
In this case, I don't think that's what's going on. Most of the shareholder proposals I've seen are basically idiosyncratic political soapboxing, and I vote my tiny number of shares against them because I don't agree with either the proposal or the venue or just don't care.
If I ever saw one that seemed pertinent, I'd vote for it. However, the shares I own outside of mutual funds are tiny and insignificant, so it's moot anyway.
> Does anyone know of any prominent case where a major company passed a shareholder proposal? And/or the board recommended in favor of one?
In my experience, the people with enough savvy to get a shareholder proposal passed for an individual company will instead field their own candidates for the board.
When competent shareholder proposals are presented, they usually are done across a swath of the market and have to do with corporate governance. Managers of major market players (e.g. pension funds) will decide they want a certain change and then present it to many companies.
As an example, board declassification proposals passed at over 50 companies in the first half of this decade; note some of these were supported by the board or at least not opposed: http://www.srp.law.harvard.edu/companies-voting-on-proposals...
In my experience, the people with enough savvy to get a shareholder proposal passed for an individual company will instead field their own candidates for the board.
When competent shareholder proposals are presented, they usually are done across a swath of the market and have to do with corporate governance. Managers of major market players (e.g. pension funds) will decide they want a certain change and then present it to many companies.
As an example, board declassification proposals passed at over 50 companies in the first half of this decade; note some of these were supported by the board or at least not opposed: http://www.srp.law.harvard.edu/companies-voting-on-proposals...
> In my experience, the people with enough savvy to get a shareholder proposal passed for an individual company will instead field their own candidates for the board.
Boardseats are usually handed out to representatives of large blocks of stock so there may be a set of people who are savvy enough but do not have enough stock to propose board candidates, or if they do propose them will likely not have a whole lot of chance of seeing their candidates make it to the board.
Probably roughly equal to how much chance their proposals have of passing in the first place but still, such people can and probably do exist.
Boardseats are usually handed out to representatives of large blocks of stock so there may be a set of people who are savvy enough but do not have enough stock to propose board candidates, or if they do propose them will likely not have a whole lot of chance of seeing their candidates make it to the board.
Probably roughly equal to how much chance their proposals have of passing in the first place but still, such people can and probably do exist.
what could be read as more-or-less personal/ideological reasons as much as a serious proposal
Why should that make it any less serious than a proposal that is motivated by pure financial interest? There is no law that says monetary profit is the only good a company can create. I object your dismissal of it as non-serious just because it's not obviously commercial.
Why should that make it any less serious than a proposal that is motivated by pure financial interest? There is no law that says monetary profit is the only good a company can create. I object your dismissal of it as non-serious just because it's not obviously commercial.
I think "serious" here means "expected to have any chance of being accepted."
A reasonable question. In this case by "serious" I mean a proposal with a significant body of support behind it. If the bar is "own $2K of stock for a year" to get a proposal made then it is very easy for, as I said, "some person" to get a proposal on there that has no meaningful support and no meaningful chance of passing. It doesn't mean it was done by someone who holds exactly $2K of stock for one year of course, but at the scale of twitter even $500million of stock would put them very distinctly in the minority.
"Meaningful support" and "meaningful chance of passing", of course, has nothing to do with morality, goodness, or any other such thing. I'm in a fact mode here, not a normative mode; that comes after facts.
"Meaningful support" and "meaningful chance of passing", of course, has nothing to do with morality, goodness, or any other such thing. I'm in a fact mode here, not a normative mode; that comes after facts.
OK from that point of view I agree with you. Sorry for misinterpreting your original comment.
I think the first social media network that succeeds in democratizing ownership of the platform will spread like wildfire and overtake incumbents.
Everyone is already being primed for app-driven direct democracy through social media channels, so the moment this is made real, it will explode in popularity. The technical challenges for creating clones of existing services are solved problems, so all it will take is the social will.
Everyone is already being primed for app-driven direct democracy through social media channels, so the moment this is made real, it will explode in popularity. The technical challenges for creating clones of existing services are solved problems, so all it will take is the social will.
As a Twitter stockholder, how do I get to vote against this?
In practice, it's a little convoluted ( https://www.bloomberg.com/view/articles/2016-05-13/t-rowe-pr... , that story is about takeover bids, but I'm sure the process is similar).
Occasionally, I get postcards asking me to nominate a proxy for some upcoming shareholders meeting due to investments I own through my 401(k). I guess that you should be on the lookout for that kind of postcard and follow the instructions.
Occasionally, I get postcards asking me to nominate a proxy for some upcoming shareholders meeting due to investments I own through my 401(k). I guess that you should be on the lookout for that kind of postcard and follow the instructions.
Do nothing. The board doesn't back it, and they get your vote if you don't bother.
If you use a brokerage like Ameritrade or Robinhood usually they'll just email you your proxy so you can vote on it.
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To go slightly off tangent, will it make sense for Twitter to enter into the micro payments landscape? All (almost?) bloggers, people working on open source projects have twitter account; even if they don't have one, creating one is easy. Donors can get some kind of acknowledgement on their (and receivers) twitter feed and the content creators will get some money.
Their examples of other organizations that are largely owned by their employees skips the fact that these other organizations have great leadership, who in turn foster commitment by spreading around the wealth.
Simply spreading around shares of the company won't make great leadership magically appear at Twitter. That's backwards thinking.
Simply spreading around shares of the company won't make great leadership magically appear at Twitter. That's backwards thinking.
I'm not going one way or the other, but just want to remark that 'you can already buy shares' isn't a correct response to a call for democratic ownership. Typically in the latter you have the notion of one user/one vote, while in the former model you get as many votes as you can buy.
haha. Twitter is not a public utility.
If you represent an organization and you need to control your social infrastructure, you need to self-manage that infrastructure. Getting involved in the development of GNU social or Mastodon would be a great start.
If you represent an organization and you need to control your social infrastructure, you need to self-manage that infrastructure. Getting involved in the development of GNU social or Mastodon would be a great start.
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Regardless of how likely this would be to move forward, I have to say that I can't imagine a user-owned Twitter being much of a good thing. I'm pretty sure it would just devolve further into a platform for crap-flinging.
Is this actually happening? In legal terms, what does it mean?
No, it's not.
This is just a proxy statement, meaning it includes all proposals shareholders will be asked to vote on at Twitter's next annual meeting (on May 22nd). Everyone can submit shareholder proposals who owns at least 2000$ of stock [1]. This does not mean that anything will actually happen: The board of Twitter recommends voting AGAINST the proposal and I doubt large institutional investors will vote against the board on this, so the measure will most likely fail.
And even in the quite unlikely case the measure would be approved, it is only asking for a "report" on what selling Twitter to its users would mean. It does not argue for such a sale to actually take place.
[1]: http://theshareholderactivist.com/shareholder-activism-spotl...
This is just a proxy statement, meaning it includes all proposals shareholders will be asked to vote on at Twitter's next annual meeting (on May 22nd). Everyone can submit shareholder proposals who owns at least 2000$ of stock [1]. This does not mean that anything will actually happen: The board of Twitter recommends voting AGAINST the proposal and I doubt large institutional investors will vote against the board on this, so the measure will most likely fail.
And even in the quite unlikely case the measure would be approved, it is only asking for a "report" on what selling Twitter to its users would mean. It does not argue for such a sale to actually take place.
[1]: http://theshareholderactivist.com/shareholder-activism-spotl...
And this is really just being considered from the perspective of what Twitter being sold to users means for Twitter shareholders. What about what that means for Twitter's users? Will using Twitter require having to purchase a share of stock on a public exchange? I think it's a pretty bad idea all-around. Unless they're incredibly smart about this (not even sure it's possible to figure out), all of a sudden dilution of Twitter stock is linked with adoption, and voting rights are linked with number of Twitter accounts, and having a Twitter account is linked with ability to purchase stock which is not exactly an anonymous, private thing.
Credit unions have a decent handle on customers-as-owners, so it's not completely without precedent from a business standpoint.
My biggest issue is your last point, where owning an account would likely involve "Know Your Customer" levels of identity proving. It would likely require a new class of shares or going private, rather than buying a share on an exchange. Similarly, you'd likely only get one share no matter the number of accounts (using KYC information to de-dup, or having two notions a "member" who can have multiple "personas").
I don't know that it's a good idea for Twitter, but it's at least a (sort of) legally workable idea for an authenticated messaging platform in the abstract.
If I were starting a new Twitter, I'd consider it.
My biggest issue is your last point, where owning an account would likely involve "Know Your Customer" levels of identity proving. It would likely require a new class of shares or going private, rather than buying a share on an exchange. Similarly, you'd likely only get one share no matter the number of accounts (using KYC information to de-dup, or having two notions a "member" who can have multiple "personas").
I don't know that it's a good idea for Twitter, but it's at least a (sort of) legally workable idea for an authenticated messaging platform in the abstract.
If I were starting a new Twitter, I'd consider it.
In legal terms, someone filed a shareholder proposal and the board was not able to prevent it from being voted on.
I cannot imagine the shareholders would approve this.
I cannot imagine the shareholders would approve this.
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Read this -> https://news.ycombinator.com/item?id=14080212
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We've updated the title from “Twitter to discuss proposal to sell itself to users”.
Let's say a large percentage of people who don't exactly support the current governments use of twitter buy up some twitter ownership. Can we then politely ask him to communicate to American citizens via different mediums?
If you buy 50.1% of Twitter, you can do whatever you want. They chose not to take the Google route of a two-class stock structure.
At the current stock price, that's about $5,180,340,000...but of course the price will begin to rise as you buy more and more shares on the open market. So let's say a cool $7 billion to make it happen. Are you planning a Gofundme?
At the current stock price, that's about $5,180,340,000...but of course the price will begin to rise as you buy more and more shares on the open market. So let's say a cool $7 billion to make it happen. Are you planning a Gofundme?
This could be a fun premise for an episode of Mr. Robot or something.
1.) Someone sets up a "take a fraction of a cent off every online transaction you make and put it in a brokerage account for you" app to get a lot of seed capital.
2.) Hack a lot of newswires to spread viral false information about (a non-trademark violating analogue for) Twitter that tanks its stock price.
3.) Use your pile of app-money to buy out a majority stake in (N-TVAf)Twitter at its new low price.
4.) Open up the platform, sell off any now-pointless assets.
5.) HACK THE PLANET! HACK THE PLANET!
1.) Someone sets up a "take a fraction of a cent off every online transaction you make and put it in a brokerage account for you" app to get a lot of seed capital.
2.) Hack a lot of newswires to spread viral false information about (a non-trademark violating analogue for) Twitter that tanks its stock price.
3.) Use your pile of app-money to buy out a majority stake in (N-TVAf)Twitter at its new low price.
4.) Open up the platform, sell off any now-pointless assets.
5.) HACK THE PLANET! HACK THE PLANET!
Are you serious? This isn't necessary or relevant.
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I think this is completely relevant. I think a company should be able to moderate it's own content based on what it deems acceptable for it's community. This is a totally valid question and something I believe is worth discussing as we have gone well beyond absurdity at this point.
Edit: Disclosure, I am a twitter shareholder and approve the ban of @realDonaldTrump from twitter unless the "libel" and McCarthy type posts are removed and any accusations as such are filed in proper mediums.
Edit: Disclosure, I am a twitter shareholder and approve the ban of @realDonaldTrump from twitter unless the "libel" and McCarthy type posts are removed and any accusations as such are filed in proper mediums.
There is something to be said though about shining a spotlight on the cockroach infestation, rather than filling the holes with spackle followed by a nice paint job.
Threats of violence, or calls that encourage it are a fair line to draw for any user. But the posts you're talking about removing, I think amounts to turd polishing that might actually make it sparkle more than it deserves, and ends up being a deception of the true character of the person.
Imagine if all the birtherism posts were scrubbed? That's his true nature. Compulsive liar or delusional - doesn't really matter. My concern is assurance posts are difficult to scrub. That's what incentivizes people to be sincere rather than just taking inconsequential pot shots at others.
Threats of violence, or calls that encourage it are a fair line to draw for any user. But the posts you're talking about removing, I think amounts to turd polishing that might actually make it sparkle more than it deserves, and ends up being a deception of the true character of the person.
Imagine if all the birtherism posts were scrubbed? That's his true nature. Compulsive liar or delusional - doesn't really matter. My concern is assurance posts are difficult to scrub. That's what incentivizes people to be sincere rather than just taking inconsequential pot shots at others.
A similar situation has happened the last couple of years with Apple, where there's a shareholder proposal for greater diversity[2], and it gets clobbered at the meeting.
[1] https://www.sec.gov/Archives/edgar/data/1418091/000119312517...
[2]http://www.businessinsider.com/apple-diversity-shareholder-p...