Corporate Governance and the Twitter Board decision on Musk´s offer

Columbia University Law Professor Jeffrey N. Gordon recently starts a brief entry in the Oxford Law blog showing his surprise that the only reason the Twitter board apparently considered to accept Mr Musk´s offer was the interest of shareholders; moreover, he seems bewildered that public welfare, the forecast of Mr Musk´s management, the effect of the change in control on Twitter´s infrastructure had been ignored. Difficult to understand his surprise from a Shareholder primacy perspective, but mainly if fiduciary duties are considered, …, how should directors have acted? Let´s see how Prof. Gordon sees this.

According to his interpretation of Delaware corporate law, directors could have dismissed the offer on grounds of other stakeholders´interests, eventual externalities to be imposed by Mr Musk on society, or even on grounds of an eventual long-term valuation of the company which might have been considered higher than the offer price, (the last one seems to be reasonable, but board may well have analized and rejected this).