{"id":5010,"date":"2022-12-01T13:40:54","date_gmt":"2022-12-01T18:40:54","guid":{"rendered":"https:\/\/journals.law.harvard.edu\/hblr\/?p=5010"},"modified":"2025-02-27T21:35:53","modified_gmt":"2025-02-28T02:35:53","slug":"from-public-to-private-a-moguls-acquisition-of-twitter","status":"publish","type":"post","link":"https:\/\/journals.law.harvard.edu\/hblr\/from-public-to-private-a-moguls-acquisition-of-twitter\/","title":{"rendered":"From Public to Private: A Mogul\u2019s Acquisition of Twitter"},"content":{"rendered":"

In a dramatic unfolding1<\/a><\/sup>This paper was written on November 5, 2022, and changes to Twitter under Musk\u2019s ownership have continued to develop since then but are not examined in this piece.<\/span>, Elon Musk has completed a $44 billion acquisition of Twitter, taking the company from public to private.2<\/a><\/sup>https:\/\/www.nytimes.com\/2022\/10\/27\/technology\/elon-musk-twitter-deal-complete.html<\/span> Musk closed the merger on the evening of October 27, 2022, introducing a new era where the ultra-wealthy can purchase entire companies in which they become interested.3<\/a><\/sup>Id.<\/span> This closing came after Twitter filed suit against Elon Musk, as Musk tried to back out of the deal.4<\/a><\/sup>Musk\u2019s buying of Twitter came under scrutiny by the U.S. Government for data-security issues due to Musk\u2019s foreign investors, although no further developments of this inquiry have been reported. (https:\/\/www.bloomberg.com\/news\/articles\/2022-11-17\/musk-s-twitter-deal-remains-in-focus-for-us-data-security-review)<\/span> Then, weeks before the trial was scheduled to begin in Delaware courts, Musk announced he would proceed with the deal.5<\/a><\/sup>https:\/\/www.nytimes.com\/2022\/07\/08\/technology\/elon-musk-twitter.html<\/span> The below sections provide a brief overview of the timeline of the deal, the legal arguments presented by Musk and Twitter, and examines possible motivations for Musk to pivot and close the deal as originally agreed upon with Twitter.<\/p>\n

Musk\u2019s Interest in Acquiring Twitter Becomes Apparent <\/strong><\/p>\n

In early 2022, Elon Musk began quietly acquiring more and more stock in Twitter, purchasing stock and quickly acquiring more than 5% of the company\u2019s stock.6<\/a><\/sup>https:\/\/abcnews.go.com\/Technology\/wireStory\/timeline-billionaire-elon-musks-bid-control-twitter-92222989<\/span> SEC rule 13d-1 requires that investors publicly disclose when they acquire more than 5% of a company\u2019s stock by filing a schedule 13D or 13G, with a 13G being allowed only to filers who have \u201cnot acquired the securities with any purpose . . . of changing or influencing the control of the issuer.\u201d7<\/a><\/sup>https:\/\/www.ecfr.gov\/current\/title-17\/chapter-II\/part-240\/section-240.13d-1<\/span> Rule 13d-1(c) requires that investors file their disclosure forms within 10 days of crossing the 5% threshold.8<\/a><\/sup>Id.<\/span><\/p>\n

However, Musk waited until April 4, 2022, to file a 13G disclosure form, which was more than 10 days after he had crossed the 5% threshold, and had then amassed a 9.2% holding in Twitter stock.9<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922041911\/tm2211482d1_sc13g.html<\/span> By the time Musk disclosed his holdings in Twitter, he had become the largest single stakeholder in the company.10<\/a><\/sup>https:\/\/www.wsj.com\/articles\/elon-musks-belated-disclosure-of-twitter-stake-triggers-regulators-probes-11652303894<\/span> If Musk had intent to implement changes to Twitter, he should have also filed a 13D over a 13G. The next day, on April 5, 2022, following a letter from the SEC, Musk filed a 13D acknowledging appointment to Twitter\u2019s board but denying any plans to take control of Twitter.11<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922042863\/tm2211757d1_sc13d.htm<\/span>12<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000000000022003713\/filename1.pdf<\/span> Six days later, on April 11, 2022, Musk amended his 13D filing to express his intent to discuss business strategy with the board, and then once again updated his 13D three days later on April 14, 2022, to include his intent to purchase the company.13<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922044481\/tm2212422d1_sc13da.html<\/span>14<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922045641\/tm2212748d1_sc13da.html<\/span> While an SEC probe was initiated to investigate Musk\u2019s late, and possibly improper, filings, the status or results of the probe have been largely silent as the deal has continued to unfold.<\/p>\n

Following this stock acquisition, on April 13, 2022, Musk made an offer to purchase Twitter, filing a Schedule 13D with the SEC offering $54.20 per share of Twitter stock.15<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922045641\/tm2212748d1_sc13da.html<\/span> It is reported that Musk paired this offer to the board with a threat to sell his stake in Twitter if his purchase was rebuffed.16<\/a><\/sup>https:\/\/www.wsj.com\/articles\/elon-musk-offers-to-buy-rest-of-twitter-for-54-20-a-share-11649932296<\/span> Following this offer and conversations between Musk and Twitter\u2019s CEO, Parag Agrawal, the board offered Musk a seat on the board in exchange for Musk\u2019s promise not to amass more than 14.9% of Twitter\u2019s stock.17<\/a><\/sup>https:\/\/abcnews.go.com\/Technology\/wireStory\/timeline-billionaire-elon-musks-bid-control-twitter-92222989<\/span> A few days later, Twitter announced that Musk will not join the board and, under threat of a hostile takeover by Musk, implemented defensive measures.18<\/a><\/sup>https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0001418091\/000119312522101041\/d315205d8ka.html<\/span><\/p>\n

Twitter\u2019s Move to Defend by Poison Pill <\/strong><\/p>\n

Elon Musk updated his schedule 13D filing on April 14, 2022, to include his intent to acquire Twitter, and the next day, on April 15, 2022, Twitter announced its adoption of the poison pill, called the \u201cPreferred Stock Rights Agreement\u201d (henceforth the Pill).19<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522107462\/d296740dex991.html<\/span> Under the threat of a hostile takeover by Elon Musk, the Twitter board unanimously adopted a \u201cpoison pill\u201d to defend the company from acquisition through tender offer. Poison pills are common practice among corporations and have been endorsed by the Delaware courts as acceptable defensive tools against actual threats by which a corporation can protect itself from hostile takeovers.20<\/a><\/sup>Moran v. Household Int\u2019l, Inc., 290 A.2d 1059 (Del. Ch. 1985)<\/span> Twitter\u2019s pill, however, was slightly unusual compared to other corporate poison pills.<\/p>\n

Twitter\u2019s Pill is designed to kick in once an investor crosses a 15% threshold in Twitter stock ownership.21<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522107462\/d296740dex41.html<\/span> The Pill grants certain rights to shareholders, excluding the acquiring party, that can be converted into additional shares at a heavily discounted price if the Pill is triggered. The goal of this rights plan is to dilute a hostile acquirer\u2019s stake by about half and provide the company more time to discuss and negotiate a potential sale. The board retains the option to redeem the rights for a nominal amount any time before the Pill is triggered within the 10-day period between the trigger and distribution date (the distribution date is when the rights held by shareholders are issued as additional shares at the discounted rate). After the distribution date, the rights become exercisable, tradeable, and exchangeable by the board.22<\/a><\/sup>https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0001418091\/000119312522107462\/d296740d8k.html<\/span> Typically, redemption is only an option for a board up to the acquisition date. However, in practice this is not likely to be significant as pills are meant to act as deterrents and not to be triggered. Furthermore, unless the board has reached an agreement with an acquirer it is not likely they would exercise their right to redeem.<\/p>\n

The Merger Agreement <\/strong><\/p>\n

Following Twitter\u2019s adoption of a poison pill and failed negotiations with Musk, Twitter and Musk reached a merger deal on April 25, 2022, subject to shareholder approval by a special shareholder meeting.23<\/a><\/sup>https:\/\/www.wsj.com\/articles\/twitter-and-elon-musk-strike-deal-for-takeover-11650912837<\/span> Twitter and Elon Musk entered into the \u201cAgreement and Plan of Merger\u201d (henceforth Agreement), and the next day Twitter filed an 8-K announcing the transaction.24<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522202163\/d283119ddefm14a.html<\/span> The Agreement was subject to shareholder approval at a special meeting scheduled for September 13, 2022.25<\/a><\/sup>Id.<\/span> The Agreement outlined that Musk would purchase Twitter shares at a price of $54.20 per share, at which point Twitter would merge with X Holding II, a subsidiary of X Holding I, both wholly owned by Elon Musk.26<\/a><\/sup>Id.<\/span> At this point, Twitter would become a private company owned by Musk. Twitter\u2019s shareholders subsequently approved the merger agreement by approximately 98.6%.27<\/a><\/sup>https:\/\/www.npr.org\/2022\/09\/15\/1123107704\/twitter-elon-musk-deal-shareholder-approval-deadline#:~:text=Almost%20all%20of%20Twitter\u2019s%20shareholders,priced%20at%20%2454.20%20per%20share.<\/span><\/p>\n

The Agreement further provided limitations on when the it could be terminated through section 8, the conditions for the merger to be completed through section 7, covenants and agreements in section 6, and that specific performance could be granted by courts in a contract dispute through section 9.9.28<\/a><\/sup>Id.<\/span> Musk would later attempt to leverage the covenants and agreements contained in section 6 of the Agreement to terminate the deal.29<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922078413\/tm2220599d1_ex99-p.html<\/span><\/p>\n

Musk Tries to Back Out <\/strong><\/p>\n

On July 8, 2022, Elon Musk, through a regulatory filing with the SEC, announced that he would back out of the deal with Twitter.30<\/a><\/sup>Id.<\/span> The letter asserted that Twitter had breached several sections of the Agreement, the details of which are examined below.31<\/a><\/sup>Id.<\/span><\/p>\n

In response, Twitter filed a lawsuit against Musk on July 12, 2022, for breaching the merger agreement by terminating the deal and seeking specific performance from the Delaware Chancery Court.32<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522192993\/d381911dex991.html<\/span> Thus, impending litigation would determine whether Musk would be compelled to close the deal and whether Twitter had breached any material covenants to the Agreement. Delaware courts were poised to address the case in October 2022, after Musk failed to push litigation to 2023.33<\/a><\/sup>https:\/\/time.com\/6198050\/musk-tries-to-slow-twitter-trial\/<\/span> Although Musk agreed to complete the deal before litigation began, an examination of the merits of the case provides potential insights as to why Musk might have changed his mind.<\/p>\n

The Litigation that Never Happened <\/strong><\/p>\n

Litigation was scheduled to begin in Delaware courts on October 17, 2022. While Musk\u2019s decision to go through with the deal resulted in the case being stayed, and later dismissed, it is possible that Musk could have been influenced by the likelihood that the Delaware Chancery Court could rule in favor of Twitter.<\/p>\n

Musk\u2019s lawyers filed a letter to terminate the deal with Twitter claimed three reasons that the merger agreement could be terminated: (1) that Twitter materially breached sections 6.4 and 6.11 by not providing information requested by Musk, (2) that Twitter materially breached section 4.6(a) by inaccurately reporting the number of fake accounts in SEC filings, and (3) that Twitter materially breached section 6.1 by firing employees and changing recruiting strategies.34<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922078413\/tm2220599d1_ex99-p.html<\/span> Section 8.1 of the Agreement provides that the deal can be terminated if there is a material breach of representations and warranties contained within the Agreement so long as there is a material adverse effect from the breach.35<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522202163\/d283119ddefm14a.htm#toc283119_94<\/span><\/p>\n

First, Musk claims that Twitter materially breached sections 6.4 and 6.11 of the Agreement, which provided the terms on which Twitter must provide information to Musk and his associates.36<\/a><\/sup>Id.<\/span> This allegation largely focuses on information relating to Twitter\u2019s process in estimating the amount of Monetizable Daily Active Usage or Users (mDAU) accounts that were fake or spam accounts, the daily measures of mDAUs for the past eight quarters, any board material related to mDAUs, and materials related to Twitter\u2019s financial conditions.37<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922078413\/tm2220599d1_ex99-p.html<\/span><\/p>\n

Second, Musk claims that Twitter materially breached section 4.6(a) of the Agreement, which prohibited material misrepresentations in SEC filing statements. Again, Musk is largely relying on Twitter\u2019s accounting of the estimated number of fake or spam mDAU accounts Twitter reported through its SEC filings.38<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522202163\/d283119ddefm14a.htm#toc283119_94<\/span><\/p>\n

Lastly, Musk claims that Twitter materially breached section 6.1 of the Agreement, which requires Twitter to operate its business in the ordinary course.39<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522192993\/d381911dex991.html<\/span> In early May 2022, Twitter let go of two executives, announcing they would be \u201cpausing most hiring and backfills.\u201d In July 2022, Twitter announced that it would reduce recruiting staff by about 30%.<\/p>\n

Twitter\u2019s SEC filings and complaint in the Chancery Court responded to each allegation in turn.40<\/a><\/sup>Id.<\/span> To the purported breach of the information-sharing covenant in sections 6.4 and 6.11 of the Agreement, Twitter responded that, according to the Agreement, information requested must be for a reasonable business purpose \u201crelated to the consummation of the transactions contemplated by [the] Agreement\u201d (section 6.4).41<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522192993\/d381911dex991.html<\/span> Twitter then outlined the information that was provided to Musk and specified that any information that was requested and not shared had not been related to a reasonable business purpose concerning the Agreement. Twitter continued to lay out the due diligence schedule and provide infomration to Musk in compliance with the Agreement. Twitter claimed that Musk\u2019s request for \u201cfirehouse data\u201d without any explanation of how it furthered a \u201creasonable business purpose related to the consummation of the transactions contemplated by the merger agreement\u201d did not have to be complied with under the terms of section 6.4.42<\/a><\/sup>Id.<\/span> Twitter also addressed the financial information provided under section 6.11 related to facilitating arrangements of debt financing and lays out their compliance and how successful financing was not a condition to closing under the agreement.43<\/a><\/sup>Id.<\/span><\/p>\n

Twitter\u2019s complaint points to section 4.6 of the Agreement which states that any inaccuracy must rise to the level of \u201cCompany Material Adverse Effect\u201d (as defined by section 7.2(b)) to create a basis for termination.44<\/a><\/sup>Id.<\/span> Material Adverse Effect is a legal term of art and sets an extremely high threshold for negative effects to be measured against.45<\/a><\/sup>https:\/\/content.next.westlaw.com\/practical-law\/document\/Ibb09e9dfef0511e28578f7ccc38dcbee\/Material-Adverse-Effect-MAE?viewType=FullText&transitionType=Default&contextData=(sc.Default)&firstPage=true#:~:text=A%20term%20of%20art%20used%20as%20a%20materiality%20threshold%20to,events%20(such%20as%20terrorism).<\/span> Thus, the effects of an inaccuracy by Twitter much create very high negative consequences in order to be the basis of terminating the Agreement. Twitter\u2019s SEC filings had provided an estimated average of false and spam accounts, estimating them to be less than 5% of mDAUs. Twitter pointed out that the SEC filings are \u201cheavily qualified\u201d and, as estimates, cannot be materially false.46<\/a><\/sup>Id.<\/span> Musk was aware of these filings and best estimates when he agreed to the Merger Agreement, and Twitter asserted that there is not a \u201cCompany Material Adverse Effect\u201d that would allow Musk to terminate the deal.<\/p>\n

Twitter then addressed the purported failure to comply with the ordinary course covenant of section 6.1 of the Merger Agreement. They pointed out that there is no requirement to conform with past practice, but rather to conduct business in the ordinary course. Twitter had negotiated in the Agreement to be able to terminate employees without Musk\u2019s approval, as would be done in ordinary course of a business. Musk had not shown that termination was far outside the ordinary. Furthermore, while Twitter might not have previously let go of members of the recruiting staff, that did not make it out of the ordinary. Twitter pointed to conversations with Musk where he spoke of layoffs at Twitter to trim the organization and the fact that Musk had notification of terminations in early May and did not object at any point prior to termination.47<\/a><\/sup>Id.<\/span><\/p>\n

Within the complaint, Twitter asserted that they are entitled to specific performance and Musk is obligated to close the deal. Section 9.9 of the Agreement provides a \u201crobust\u201d right to specific performance to compel the closing of the deal.48<\/a><\/sup>Id.<\/span> Twitter further asserted that Musk is in breach of section 6.3(a) of the Agreement where all parties must use their \u201creasonable best efforts\u201d to consummate the merger and satisfy all closing conditions.49<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522202163\/d283119ddefm14a.htm#toc283119_94<\/span> Twitter argued that there is no right to termination under section 8.1(d) of the Merger Agreement and thus Musk is in breach.50<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522192993\/d381911dex991.html<\/span><\/p>\n

While it will remain unknown how the court would rule in this case, the merits appear to favor Twitter as Musk did not outline material breaches under the covenants of the Merger Agreement in his letter to terminate. Twitter had heavily qualified their estimations of fake or spam mDAUs, and it is not clear how an \u201cestimation\u201d can be materially false. Furthermore, Twitter outlined the timeline of information provided and the qualifications under the Agreement for when information must be provided. Musk failed to show that the information he requested was for a reasonable business purpose \u201crelated to the consummation of the transactions contemplated by [the] Agreement\u201d under section 6.451<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000119312522192993\/d381911dex991.html<\/span>, thus Twitter did not appear to be in material breach. Lastly, Twitter specifically retained the ability to terminate employees without Musk\u2019s approval. While laying off recruiting staff might not be evidenced in past practice, given the economic conditions, growing inflation, and threat of recession, it was not necessarily out of the ordinary course to terminate employees. Musk would have to show more than simple termination for Twitter to be in material breach. It is possible that Musk had evidence that was not publicly shared or more infomration could have been gathered through depositions to support a material breach by Twitter, but absent a trial or settlement it will remain unclear. If not, the difficulty of success in litigation for Elon\u2019s Musk\u2019s team might have helped to motivate Musk to attempt to negotiate a new deal, and absent that to comply with the original agreement.<\/p>\n

Musk Changes His Mind and Twitter Goes Private <\/strong><\/p>\n

It has been reported that, prior to Musk\u2019s public announcement that he would go forward with his acquisition of Twitter as previously agreed, he had tried to negotiate with Twitter for a lower price.52<\/a><\/sup>https:\/\/www.nytimes.com\/2022\/10\/05\/technology\/elon-musk-twitter-discount.html<\/span> Confidential sources reported that Musk tried first to purchase Twitter at as much as a 30% discount for around $31 billion, and then for a lesser 10% discount for around $39.6 billion.53<\/a><\/sup>Id.<\/span> It is reported that Twitter rebuffed these proposals, with no term sheets being prepared and talks not progressing forward.54<\/a><\/sup>Id.<\/span><\/p>\n

Following a supposed failure to negotiate a lower purchase price, Elon Musk publicly announced that he would complete the deal as originally agreed after sending a letter to Twitter on October 3, 2022, announcing he would complete the transaction.55<\/a><\/sup>https:\/\/www.sec.gov\/Archives\/edgar\/data\/1418091\/000110465922105787\/tm2227435d1_ex99-s.html<\/span> The litigation was stayed until November 2022, giving Musk until October 28, 2022, to complete the transaction. On October 27, 2022, Musk completed his purchase of Twitter and became the sole owner of the company. After taking control of the company, Musk immediately fired four executives: Parag Agrawal, the chief executive; Ned Segal, the chief financial officer; Vijaya Gadde, the top legal and policy executive; and Sean Edgett, the general counsel.56<\/a><\/sup>https:\/\/www.nytimes.com\/2022\/10\/27\/technology\/elon-musk-twitter-deal-complete.html<\/span> Following Musk\u2019s acquisition of Twitter, it was reported that Musk planned to layoff as many as 50-75% of Twitter\u2019s approximately 7,500-person workforce.57<\/a><\/sup>https:\/\/www.nytimes.com\/2022\/10\/29\/technology\/twitter-layoffs-musk-jobs.html<\/span> On Friday, November 4, 2022, Musk began to fire much of Twitter\u2019s workforce via email after sending employees home on Thursday and closing access to the building.58<\/a><\/sup>https:\/\/www.nytimes.com\/2022\/11\/03\/technology\/twitter-layoffs-elon-musk.html<\/span> Following this firing, it was reported that Twitter asked employees that were previously fired to come back to work at Twitter either because they were fired by accident, or retained skills needed to develop features of Twitter Musk envisioned.59<\/a><\/sup>https:\/\/www.reuters.com\/technology\/twitter-asks-some-laid-off-workers-come-back-bloomberg-news-2022-11-06\/<\/span>60<\/a><\/sup>https:\/\/www.bloomberg.com\/news\/articles\/2022-11-06\/twitter-now-asks-some-fired-workers-to-please-come-back#xj4y7vzkg<\/span><\/p>\n

Elon Musk\u2019s motivations for changing his mind and purchasing Twitter prior to Delaware litigation will likely never be known. Examining the merits of the case, as well as reported attempts to negotiate prior to agreeing to go through with the original deal might support the theory that Musk was aware that he would likely not succeed in Delaware courts. How Twitter will change in the coming weeks and months remains unclear, as does how a new era of the ultra-elite purchasing companies over yachts and luxury estates might develop.<\/a><\/p>\n","protected":false},"excerpt":{"rendered":"

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Introduction The buzz around blockchain is getting ever louder. Mergers & Acquisitions (M&A) activity in the blockchain technology sector rose 33.3% between Q2 2016 and Q2 2017, and approximately 80% of respondents to Bain & Company\u2019s 2017 survey of financial institution executives expect their organizations to begin\u2026","rel":"","context":"In "Home"","block_context":{"text":"Home","link":"https:\/\/journals.law.harvard.edu\/hblr\/category\/home\/"},"img":{"alt_text":"","src":"https:\/\/i0.wp.com\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2018\/01\/Song-Figure-1.png?resize=350%2C200&ssl=1","width":350,"height":200,"srcset":"https:\/\/i0.wp.com\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2018\/01\/Song-Figure-1.png?resize=350%2C200&ssl=1 1x, https:\/\/i0.wp.com\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2018\/01\/Song-Figure-1.png?resize=525%2C300&ssl=1 1.5x, https:\/\/i0.wp.com\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2018\/01\/Song-Figure-1.png?resize=700%2C400&ssl=1 2x"},"classes":[]},{"id":5041,"url":"https:\/\/journals.law.harvard.edu\/hblr\/strong-creditors-weak-owners-a-taxonomy-of-leveraged-finance-and-its-impact-on-corporate-governance\/","url_meta":{"origin":5010,"position":1},"title":"Strong Creditors, Weak Owners: A Taxonomy of Leveraged Finance and Its Impact on Corporate Governance","author":"cmajocha","date":"April 28, 2023","format":false,"excerpt":"I. Introduction This Article builds upon existing literature on controlling shareholders, financial intermediation and creditor governance (Part II) to analyze the mirroring setup between controlling and noncontrolling shareholders on the equity side, and private and public lenders on the debt side (Part III). It studies the dynamic interaction of these\u2026","rel":"","context":"In "Home"","block_context":{"text":"Home","link":"https:\/\/journals.law.harvard.edu\/hblr\/category\/home\/"},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4657,"url":"https:\/\/journals.law.harvard.edu\/hblr\/an-introduction-to-californias-consumer-privacy-act\/","url_meta":{"origin":5010,"position":2},"title":"An Introduction to California\u2019s Consumer Privacy Act","author":"Harvard Law Development","date":"March 12, 2019","format":false,"excerpt":"In June of 2018, the California legislature passed the California Consumer Privacy Act of 2018, establishing a new system of privacy regulation that has never before been seen in the United States.\u00a0 Specifically, the provisions of the CCPA allow consumers five rights: (1) the right to know what personal information\u2026","rel":"","context":"In "Home"","block_context":{"text":"Home","link":"https:\/\/journals.law.harvard.edu\/hblr\/category\/home\/"},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4364,"url":"https:\/\/journals.law.harvard.edu\/hblr\/trading-in-substitute-securities-liability-under-rule-10b-5\/","url_meta":{"origin":5010,"position":3},"title":"Trading in Substitute Securities: Liability Under Rule 10b-5","author":"ehansen","date":"May 16, 2017","format":false,"excerpt":"Download PDF Cody Donald I. Introduction A trade in a substitute security occurs when a trader with inside information, typically an employee, trades\u2014not in the securities of the company that is the subject and source of the information\u2014but in the securities of another company whose stock would be affected if\u2026","rel":"","context":"In "Home"","block_context":{"text":"Home","link":"https:\/\/journals.law.harvard.edu\/hblr\/category\/home\/"},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4477,"url":"https:\/\/journals.law.harvard.edu\/hblr\/how-do-i-sell-my-crowdfunded-shares-developing-exchanges-and-markets-to-trade-securities-issued-by-start-ups-and-small-companies\/","url_meta":{"origin":5010,"position":4},"title":"How Do I Sell My Crowdfunded Shares? Developing Exchanges and Markets to Trade Securities Issued by Start-ups and Small Companies","author":"ehansen","date":"January 28, 2018","format":false,"excerpt":"Download PDF Governments worldwide are increasingly recognizing that assisting the development of start-ups and small to medium enterprises may be critical to fostering job creation and economic growth. As such, there is a concerted effort to rework securities regulation to encourage the funding of these businesses through innovative approaches such\u2026","rel":"","context":"In "Home"","block_context":{"text":"Home","link":"https:\/\/journals.law.harvard.edu\/hblr\/category\/home\/"},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4349,"url":"https:\/\/journals.law.harvard.edu\/hblr\/age-before-equity-federal-regulatory-agency-disgorgement-actions-and-the-statute-of-limitations\/","url_meta":{"origin":5010,"position":5},"title":"Age Before Equity? Federal Regulatory Agency Disgorgement Actions and the Statute of Limitations","author":"ehansen","date":"April 4, 2017","format":false,"excerpt":"Download PDF Michael Columbo and Allison Davis I. Introduction At what point may a person rest assured that the government will not confiscate her money due to a past alleged regulatory infraction? In Kokesh v. SEC, the Supreme Court is poised to resolve a three-way split among the federal circuit\u2026","rel":"","context":"In "Home"","block_context":{"text":"Home","link":"https:\/\/journals.law.harvard.edu\/hblr\/category\/home\/"},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]}],"jetpack_sharing_enabled":true,"authors":[{"term_id":380,"user_id":0,"is_guest":1,"slug":"shayla-birath","display_name":"Shayla Birath","avatar_url":"https:\/\/secure.gravatar.com\/avatar\/?s=96&d=blank&r=g","0":null,"1":"","2":"","3":"","4":"","5":"","6":"","7":"","8":""}],"_links":{"self":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/posts\/5010","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/users\/5"}],"replies":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/comments?post=5010"}],"version-history":[{"count":0,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/posts\/5010\/revisions"}],"wp:attachment":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/media?parent=5010"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/categories?post=5010"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/tags?post=5010"},{"taxonomy":"author","embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/ppma_author?post=5010"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}