Elon Musk’s sudden decision this weekend to decline a board seat at Twitter coincided with a prolific tweetstorm, providing clues to the dramatic reversal.
The erratic string of Saturday tweets was unusual even for a CEO who has earned 80 million followers with controversial 280-character posts that have resulted in lawsuits and Securities and Exchange Commission enforcement actions.
But it’s the best evidence to parse to help suss out the mysteries of what happened behind the scenes between his agreement a week ago to join Twitter’s board and his decision to decline it Saturday. The board position was attached to Musk becoming the company’s largest shareholder, with a more than 9 percent stake.
“We have and will always value input from our shareholders whether they are on our Board or not. Elon is our biggest shareholder and we will remain open to his input,” Twitter CEO Parag Agrawal wrote in a post Sunday night.
The decision to ask Musk to join the board was heralded by conservatives, who expected the Tesla chief executive to champion a relaxing of content policies at the company — and maybe even to reverse the ban Twitter imposed on former president Donald Trump. Meanwhile, Twitter employees expressed discomfort internally, worrying Musk might undo progress the company has made in policing problematic content online.
Now, Twitter “must deal with a wild card investor that already owns nine percent of the company and has the resources to buy the remaining 91 percent,” Don Bilson, an analyst with Gordon Haskett Research Advisors, wrote in an email to clients.
It’s unclear what exactly happened to result in the reversal. Agrawal said Musk chose not to join the board at some point that morning, but he did not specify exactly what time that morning, nor did he say which came first: Musk’s decision on the board seat or his tweetstorm.
Musk “liked” a tweet from another user early Monday that posited the theory: “Elon became the largest shareholder free Speech. Elon was told to play nice and not speak freely.”
Twitter declined to comment, and Musk did not respond to requests for comment.
Agrawal also mentioned that Musk had been subject to a background check. According to a person who has handled background checks for prominent board appointments, this would have probably looked for any information that might cause harm to the company, should it be made public. Musk would have had to cooperate with such a check, this person said.
Musk has been embroiled in a fight with the Securities and Exchange Commission over his tweets, one of which suggested he had secured enough funding to take his company, Tesla, private, an announcement that caused significant stock movement.
On Tuesday, Musk was accused of securities fraud in Manhattan federal court by a Twitter shareholder. The case centers on Musk’s late disclosure of his ownership stake in Twitter. According to SEC rules, Musk had 10 days to disclose to the SEC that he had acquired more than five percent of the company. Musk reached that benchmark March 14, but waited until April 4 to disclose the holdings, when the disclosure caused the stock to jump roughly 30 percent. The lawsuit, which seeks class action status, alleges that anyone who sold Twitter stock during that window missed out on the price increase and are thus owed compensation.
The suit claims that Musk had motive to delay disclosure because he continued to acquire millions of shares after the disclosure date. During that period, the suit alleges, Musk saved $143 million by acquiring at an artificially low price. The Washington Post reported last week that, based on the stock price at the time, Musk had made $156 million by delaying the disclosure.
Musk has previously taken to Twitter to criticize or solicit feedback on the company. For instance, he would like the company to add an “edit” button, which would allow tweets to be changed after they are published. Twitter said it was working on that last week, following a poll posted by Musk.
But Musk’s biggest gripe by far is Twitter’s refusal to allow some types of content.
“Free speech is essential to a functioning democracy,” Musk wrote on Twitter on March 25, before launching a poll asking: “Do you believe Twitter rigorously adheres to this principle?”
More than 70 percent of the 2 million people who voted said no.
On Saturday morning, Musk informed Twitter that he would not be joining the board, according to Agrawal’s statement.
Musk’s tweetstorm continued after his notification. Shortly after 5 p.m., he opined that anyone who joined Twitter’s subscription service Twitter Blue should receive an authentication check mark. That would appear to address a long-standing gripe about the proliferation of spam accounts on the service, though it would be an unusual declaration from a new board member.
At 6:31 p.m. he launched a poll on whether Twitter should convert its San Francisco headquarters into a homeless shelter — “since no one shows up anyway.” It was an apparent reference to the company’s indefinite remote work policy.
But Musk wasn’t done.
Fourteen minutes before midnight, Musk made a lewd joke that hearkened to a previous tweet about forming a university with the acronym T.I.T.S.
“Delete the w in Twitter?” Musk asked.
Many of Musk’s tweets that day were later deleted.
“When you tweet about turning Twitter’s office into a homeless shelter, it’s a little hard to believe you’re driven by trying to drive the stock price higher,” said Richard Greenfield, a partner at research firm LightShed Partners, referring to the fiduciary responsibility that board members have to a corporation — something Agrawal also referenced in his announcement of Musk’s decision Sunday evening.
Musk’s decision to avoid the board seat could in some ways give him more influence over the company. He is no longer limited in how he can use his voting power, nor is he restricted to a 14.9 percent stake in the company, an agreement he made as a prospective board member.
Now, Musk could join forces with other shareholders to force Twitter’s hand. As a new CEO, experts say Agrawal is particularly vulnerable to an effort to oust him. Musk could gather enough shareholder votes to replace board members and ultimately oust Agrawal.