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Twitter Shareholders to Vote in September on Musk Deal: What You Need to Know

Twitter Shareholders to Vote in September on Musk Deal: What You Need to Know

Twitter shareholders are expected to vote in September on billionaire Elon Musk's $44 billion proposal to buy the influential social network after he tried to back out of the deal.

Twitter scheduled a meeting for shareholders to vote on the proposal on Sept. 13 at 10 a.m. PT, according to a regulatory filing on Tuesday. The company's board of directors is urging shareholders to approve the deal.

"We are committed to closing the merger on the price and terms agreed upon with Mr. Musk. Your vote at the special meeting is critical to our ability to complete the merger," the filing stated. Under the deal, shareholders will receive $54.20 in cash for every share of Twitter's stock they own. 

Twitter and Musk are currently embroiled in a legal battle because the billionaire said in July he no longer wanted to buy Twitter and take the company private. Musk's attempt to back out of acquiring the social media site has raised concerns about Twitter's future. 

Musk has said the deal can't move forward until he gets proof that fewer than 5% of Twitter's 229 million daily users in the first quarter were fake or spam-focused, an important metric for understanding Twitter's ads business. But Twitter alleges in a lawsuit against Musk that the billionaire is trying to pull out of the deal because his personal wealth has fallen so the acquisition has become more expensive for him. 

Here's what you need to know about the ongoing saga between Musk and Twitter:

Why is Musk trying to end the deal?

Musk, who leads Tesla and Space X, appears to have concerns about the future of Twitter's business, even though he said at a TED2022 conference that he didn't care about the "economics" of buying Twitter.

A letter sent by Musk's lawyer claims Twitter violated parts of its agreement with Musk, and it outlines information the company allegedly failed to provide the billionaire, including about the social network's calculations of daily users. Twitter makes most of its money from ad sales, so the number of people who can see ads is an important metric for the company.

"This information is fundamental to Twitter's business and financial performance and is necessary to consummate the transactions contemplated by the Merger Agreement because it is needed to ensure Twitter's satisfaction of the conditions to closing, to facilitate Mr. Musk's financing and financial planning for the transaction, and to engage in transition planning for the business," the letter said.

Since Musk reached an agreement with Twitter, the company's stock price has fallen and there are fears about a potential recession. Twitter has fired key executives, frozen hiring and laid off about 30% of its talent acquisition team. 

Twitter isn't buying Musk's explanation and alleges in the lawsuit his information requests were designed to "designed to try to tank the deal."

Why did Musk want to buy Twitter in the first place?

Musk is an avid user of the service but also one of its loudest critics.

Musk tweeted a poll to his followers in March that asked whether users believed Twitter was protecting free speech. He said the poll results, in which roughly 70% of 2 million respondents answered "no," would be "very important." 

"Given that Twitter serves as the de facto public town square, failing to adhere to free speech principles fundamentally undermines democracy. What should be done?" Musk said in a follow-up tweet. Then he made an offer to buy Twitter, noting that he believed Twitter needed to be private to accomplish his goal.

The guarantee of free speech in the US Constitution's First Amendment applies to the government censoring speech but not to companies such as Twitter, which have their own rules about what isn't allowed on their sites.

Musk referenced free speech again when Twitter announced the deal in April. He also said he wanted to enhance Twitter with new features and promised he would make the service's algorithms open source, defeat spam bots and authenticate all humans.

"Twitter has tremendous potential," Musk wrote. "I look forward to working with the company and the community of users to unlock it."

Progressives have criticized social media companies for failing to crack down on harmful content such as hate speech and harassment. Conservatives claim their speech is being censored. (Twitter has long denied allegations it censors conservatives.) 

On April 19, Musk tweeted that he thinks social media policies "are good if the most extreme 10% on left and right are equally unhappy." He's also said he would reverse the ban on former US President Donald Trump who was booted from the platform after the Jan. 6 Capitol Hill riots because of concerns about inciting violence. Trump has said he doesn't plan to return to Twitter even if the company lifts the ban.

What has Twitter's response been?

Twitter says closing the deal is in the best interest of shareholders.

Initially, it seemed like Twitter was going to turn down the offer but the board started to take it more seriously when Musk offered details about how he would finance the deal. The company had adopted a defensive strategy known as the "poison pill" that would make it tougher for Musk to add to his stake in the company. The tactic allowed Twitter to accept a competing offer, if one emerged.

Twitter co-founder Jack Dorsey tweeted on April 15 that "as a public company, twitter has always been 'for sale.' that's the real issue." Twitter has dealt with leadership changes, layoffs and activist investors as a public company. After Twitter announced the deal, Dorsey said he didn't believe that anyone should own or run Twitter but taking it back from Wall Street is the "correct first step."

The idea and service is all that matters to me, and I will do whatever it takes to protect both. Twitter as a company has always been my sole issue and my biggest regret. It has been owned by Wall Street and the ad model. Taking it back from Wall Street is the correct first step.

— jack⚡️ (@jack) April 26, 2022

"Solving for the problem of it being a company however, Elon is the singular solution I trust," Dorsey tweeted. "I trust his mission to extend the light of consciousness."

A filing with the US Securities and Exchange Commission also shed more light on how the deal came together. Musk spoke to Twitter co-founder Jack Dorsey in March about the future of social media and decentralizing social media so users get more control over their data and what content they see.

Musk's effort to acquire Twitter has been a bumpy one. Musk rejected a seat on Twitter's board before offering to take the company private. Musk also had a conversation with Dorsey in early April in which Dorsey said he thought Twitter, a publicly traded company, would be better off as a private company, the filing shows.

How did Musk plan to pay for Twitter?

Even for Musk, who's worth about $220 billion, buying Twitter requires some financial juggling.

In an initial SEC filing on April 20, Musk said he had personally committed about $21 billion in equity financing. He also secured about $25.5 billion in debt financing through Morgan Stanley and other financial institutions. 

Since then, Musk has raised capital by selling $8.5 billion in Tesla shares, presumably for the deal, and lined up $7.1 billion from outside investors. According to a May 4 filing, those investors include Sequoia Capital and Oracle co-founder Larry Ellison. (Ellison sits on Tesla's board of directors.) Saudi Arabian investor Prince Alwaleed bin Talal Bin Abdulaziz Alsaud also agreed to pledge his stake of roughly 35 million shares to the deal.

On May 24, Musk pledged more equity to the deal. He's now willing to put $33.5 billion toward the acquisition.

What happens next?

Twitter shareholders are scheduled vote on the deal at a special meeting in September. Meanwhile, Twitter is asking the Delaware Court of Chancery to enforce its agreement with Musk. A trial is expected to happen over five days in October. Killing the deal could cost Musk $1 billion because of a termination fee that's part of the agreement, according to an SEC filing on April 25.

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Twitter could cut back on hate speech with suspension warnings, study says

Twitter could cut back on hate speech with suspension warnings, study says

Since Twitter launched in 2006, it's become a giant networking event, bar hangout, meme-generator and casual conversation hub stuffed into one. But for every 280-word-long timely news update and witty remark, you'll find a violent, hateful post.

Among the crew of experts strategizing to disarm the dark side of Twitter, a team from New York University ran an experiment to test whether warning accounts that hate speech will result in suspension is a functional technique. Turns out, it could be pretty effective.

After studying over 4,300 Twitter users and 600,000 tweets, the scientists found warning accounts of such consequences "can significantly reduce their hateful language for one week." That dip was even more apparent when warnings were phrased politely.

Hopefully the team's paper, published Monday in the journal Perspectives on Politics, will help address the racist, vicious and abusive content that pollutes social media. 

"Debates over the effectiveness of social media account suspensions and bans on abusive users abound, but we know little about the impact of either warning a user of suspending an account or of outright suspensions in order to reduce hate speech," Mustafa Mikdat Yildirim, an NYU doctoral candidate and the lead author of the paper, said in a statement. 

"Even though the impact of warnings is temporary, the research nonetheless provides a potential path forward for platforms seeking to reduce the use of hateful language by users."

These warnings, Mikdat Yildirim observed, don't even have to come from Twitter itself. The ratio of tweets containing hateful speech per user lowered by between 10% and 20% even when the warning originated from a standard Twitter account with just 100 followers -- an "account" made by the team for experimental purposes.

"We suspect, as well, that these are conservative estimates, in the sense that increasing the number of followers that our account had could lead to even higher effects...to say nothing of what an official warning from Twitter would do," they write in the paper.

At this point you might be wondering: Why bother "warning" hate speech endorsers when we can just rid Twitter of them? Intuitively, an immediate suspension should achieve the same, if not stronger, effect.

Why not just ban hate speech ASAP?

While online hate speech has existed for decades, it's ramped up in recent years, particularly toward minorities. Physical violence as a result of such negativity has seen a spike as well. That includes tragedies like mass shootings and lynchings.

But there's evidence to show unannounced account removal may not be the way to combat the matter.

As an example, the paper points out former President Donald Trump's notorious and erroneous tweets following the 2020 United States presidential election. They consisted of election misinformation like calling the results fraudulent and praise for rioters who stormed the Capitol on January 6, 2021. His account was promptly suspended.

Twitter said the suspension was "due to the risk of further incitement of violence," but the problem was Trump later attempted to access other ways of posting online, such as tweeting through the official @Potus account. "Even when bans reduce unwanted deviant behavior within one platform, they might fail in reducing the overall deviant behavior within the online sphere," the paper says. 

Twitter suspended President Donald Trump's Twitter account on Jan. 8, 2021. 

Screenshot by Stephen Shankland/CNET

In contrast to quick bans or suspensions, Mikdat Yildirim and fellow researchers say warnings of account suspension could curb the issue long term because users will try to protect their account instead of moving somewhere else as a last resort.

Experimental evidence for warning signals

There were a few steps to the team's experiment. First, they created six Twitter accounts with names like @basic_person_12, @hate_suspension and @warner_on_hate. 

Then, they downloaded 600,000 tweets on July 21, 2020 that were posted the week prior to identify accounts likely to be suspended during the course of the study. This period saw an uptick in hate speech against Asian and Black communities, the researchers say, due to COVID-19 backlash and the Black Lives Matter movement.

Sifting through those tweets, the team picked out any that used hate language as per a dictionary outlined by a researcher in 2017 and isolated those created after January 1, 2020. They reasoned that newer accounts are more likely to be suspended -- over 50 of those accounts did, in fact, get suspended. 

Anticipating those suspensions, the researchers gathered 27 of those accounts' follower lists beforehand. After a bit more filtering, the researchers ended up with 4,327 Twitterers to study. "We limited our participant population to people who had previously used hateful language on Twitter and followed someone who actually had just been suspended," they clarify in the paper. 

Next, the team sent warnings of different politeness levels -- the politest of which they believe created an air of "legitimacy" -- from each account to the candidates divided into six groups. One control group didn't receive a message.

Legitimacy, they believe, was important because "to effectively convey a warning message to its target, the message needs to make the target aware of the consequences of their behavior and also make them believe that these consequences will be administered," they write.

Ultimately, the method led to a reduction in the ratio of hateful posts by 10% for blunt warnings, such as "If you continue to use hate speech, you might lose your posts, friends and followers, and not get your account back" and by 15% to 20% with more respectful warnings, which included sentiments like "I understand that you have every right to express yourself but please keep in mind that using hate speech can get you suspended." 

But it's not that simple

Even so, the research team notes that "we stop short, however, of unambiguously recommending that Twitter simply implement the system we tested without further study because of two important caveats."

Foremost, they say a message from a large corporation like Twitter could create backlash in a way the study's smaller accounts did not. Secondly, Twitter wouldn't have the benefit of ambiguity in suspension messages. They can't really say "you might" lose your account. Thus, they'd need a blanket rule. 

And with any blanket rule, there could be wrongfully accused users. 

"It would be important to weigh the incremental harm that such a warning program could bring to an incorrectly suspended user," the team writes. 

Although the main impact of the team's warnings dematerialized about a month later and there are a couple of avenues yet to be explored, they still urge this technique could be a tenable option to mitigate violent, racist and abusive speech that continues to imperil the Twitter community.

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