A hostile takeover of Twitter would actually be quite difficult, as Twitterās bylaws are already chock-full of standard poison pill provisions. From the risk factors of Twitterās most recent 10-K:
āAnti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws include provisions:
providing for a classified board of directors whose members serve staggered three-year terms;
authorizing āblank checkā preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;
limiting the liability of, and providing indemnification to, our directors and officers;
limiting the ability of our stockholders to call and bring business before special meetings;
requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors; and
controlling the procedures for the conduct and scheduling of stockholder meetings.ā
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management, and amendment of our amended and restated certificate of incorporation to change or modify certain of these provisions requires approval of a super-majority of our stockholders, which we may not be able to obtain.
The first takeaway is that a hostile takeover is extremely unlikely; the second takeaway is that the Board of Directors still does have a fiduciary duty to consider any offer presented to it; the third takeaway is that the entire reason this section exists in the 10-K is for the express purpose of covering the Board of Directors rear ends if they say no anyways.