If Elon Musk and Twitter get their way, the company will soon be privately held and under his control. The most obvious immediate change would likely be Twitter’s stock being taken off the New York Stock Exchange. But the company would also likely get freed from having to give regular updates about its business to U.S. regulators and to Wall Street. One important change for Twitter users is that the company would likely have more freedom to make big or unpopular changes. That’s because it wouldn’t have to worry about potential blowback from Wall Street. Here’s a look at what it means for a company to go private. WHAT WILL HAPPEN TO ITS STOCK? If the merger closes as planned, Twitter investors would get $54.20 in cash for each share they own. Those shares would then be canceled and cease to exist. WHAT DIFFERENCE DOES THAT MAKE? Twitter would likely no longer have to file documents with U.S. regulators every three months to show how much money it‘s making. It also likely wouldn’t have to announce changes to its strategy or operations that are big enough to materially change its fortunes. Now, it risks getting sued if it doesn’t make such disclosures. “The biggest distinction is that Musk as an owner would be beholden to his own desires or to his and whatever remaining shareholders are still around, rather than to the wide investor base that it has now,” said Eric Talley, a law professor at Columbia University. WHO WOULD BE IN CHARGE? The company would still have a board of directors, Talley said. It would also need to still follow state-level corporate governance rules, as well as all applicable tax, environmental and other laws. WHAT ARE THE BENEFITS OF BEING PRIVATELY HELD? Going private removes the possibility of Twitter having to answer to angry shareholders if it makes big changes to its business. Musk has already floated the idea of depending less on advertising, which is Twitter’s main way of making money. Investors often send a stock price lower if they think a company’s decision is wrong, or at least being made at the wrong time. And the fiduciary duty of the board of directors for a publicly traded company is to generate a return for its investors. A privately held company, meanwhile, doesn’t need to worry about short-term drops for its stock price. It can also jump more whole heartedly into plans, say by hiring slews of new workers to transform it, without having to explain the jump in expenses to shareholders in its next quarterly report. Both private and public companies “can do whatever they want, but there will be less blowback for privately held companies because a shareholder can’t complain because there are no other shareholders,” said Harry Kraemer, a former CEO and chairman of Baxter International who is now a professor at Northwestern University’s Kellogg School of Management. HOW MUCH POTENTIAL BLOWBACK IS THERE, REALLY? There’s a lot more scrutiny on publicly held companies by not only shareholders and regulators but also by the media, said Kraemer, who currently sits on boards of both publicly held and privately held companies. And the pressure to hit performance targets every three months is indeed high, he said. “I often tease people who say I was at Baxter […]

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