How Elon Musk got everything he wanted out of Twitter

Last week folks like me spent a lot of time writing about Elon Musk becoming Twitter’s largest shareholder, taking a board seat, and generally throwing the company’s future into uncertainty. Musk’s trickster-god persona seemed to augur a new period of chaos for Twitter after a few years of relative calm, and indeed, he spent the weekend tweeting various lunatic ideas about the company that would have landed lesser employees in a meeting with HR.

But you can know you’re dealing with a top-tier chaos muppet and still find yourself unprepared for the next turn of events. And indeed I found myself unprepared for the development that upended the timeline on Sunday night: Musk now won’t be taking a board seat after all, and in fact had already decided not to before he spent the weekend shitposting about whether Twitter should (for example) change its name to Titter.

The news came directly from Twitter CEO Parag Agrawal, whose life used to be way easier than this. In a tweeted screenshot, Agrawal wrote:

The Board and I had many discussions about Elon joining the board, and with Elon directly. We were excited to collaborate and clear about the risks. We also believed that having Elon as a fiduciary of the company where he, like all board members, has to act in the best interests of the company and all our shareholders, was the best path forward. The board offered him a seat.

We announced on Tuesday that Elon would be appointed to the Board contingent on a background check and formal acceptance. Elon’s appointment to the board was to become officially effective 4/9, but Elon shared that same day that he will no longer be joining the board. I believe this is for the best. We have and will always value input from our shareholders whether they are on our Board or not. Elon is our biggest shareholder and we will remain open to his input.

Musk’s revolving-door trip through Twitter’s boardroom raises two obvious but so far unanswerable questions: what changed? And what happens next?

Let’s take them in turn.

Agrawal’s tweeted explanation for Musk’s change of heart offered several tantalizing hints about what might have happened. There is, for example, the highlighting of a board member’s fiduciary responsibility to shareholders, a responsibility that Musk has so far shown no interest in. It is commonly (and correctly, I think) understood that Musk bought 9.2 percent of Twitter primarily for fun. As a board member Musk would have had to represent the interests of the common shareholder, or at the very least not spooked the markets by tweeting things like “Is Twitter dying?” And I imagine it became clear to him over the past few days that this would be an actual ongoing legal obligation, and would absolutely not be any fun, and that was that.

This may have been particularly pressing for Musk since there seem to be so many legal issues dogging him already, including some related to his large stake in Twitter. For example, he delayed filing a form indicating that he had surpassed a 5 percent stake with the Securities and Exchange Commission as required, allowing him to scoop up 4 percent more of the company at a price much lower than he would have were it known to the world that he were in the process of becoming Twitter’s largest individual shareholder.

Securities experts told The Washington Post that, as a result, Musk saved himself $156 million. At this point it seems fairly clear that Musk does not care about saving $156 million on a purchase, but also it seems like something the SEC will definitely investigate and potentially fine him over. And given the various other things the SEC is currently investigating him over, Musk had all the more reason not to put himself into a position where he would continuously be flouting their rules.

(It is also — equally? — likely that the potential of further SEC conflict meant nothing to Musk; he has scarcely even been inconvenienced by his clashes with the SEC so far. But if you want to imagine that rational self-interest played any part in the events of this weekend you would probably assume it was the specter of ramped-up enforcements of one sort or another.)

The funniest and least credible suggestion in Agrawal’s tweet is that Musk did not take the board seat because he refused to submit to a background check. It is incredible because of all the Musk-related material that exists already in the foreground: smoking weed on Joe Rogan’s podcast, mocking the use of alternative pronouns, having a secret baby with Grimes, the fact that Tesla is now the subject of the largest racial discrimination lawsuit ever brought by California. A background check was going to turn up … what, exactly? That he knocked over a 7-11?

I personally believe Musk is more likely to have demanded a background check, so that he could tweet out the full, un-redacted PDF of all the findings with the caption “LMAO,” than that he was to have turned down a board seat over it.

In any case, the mood inside Twitter today is one of exhausted relief. There had been strong internal opposition to his board seat, for some of the reasons linked in my quick foreground check above. Musk’s posture toward the company has been almost entirely antagonistic, filled with criticism over its content moderation policies, its lack of an editing button, and, um… the decision not to use its company headquarters as a homeless shelter.

Many Twitter employees take justifiable pride in the steps they have taken in recent years to reduce abuse and harassment on the platform, including by labeling tweets that contain misinformation and removing accounts that violate its policies. For them, Musk’s hasty exit from the boardroom likely feels like a dodged bullet.

“I’ve kept quiet since the announcement because I wanted to give Twitter leadership a chance to do right by its employees, and they did,” said Rumman Chowdhury, who runs the company’s machine learning ethics, transparency, and accountability team. “Thank you.”

Now let’s turn to the even less answerable question here: what happens next at Twitter? Agrawal hinted that there are more shoes to drop: “There will be distractions ahead,” he said in his note. So let’s consider the multiverse.

There is a world where Musk buys way more Twitter stock; he is no longer bound by an agreement with the board to cap his investment below 15 percent of shares. As the company’s largest individual shareholder already, it’s not clear to me that he would gain much by significantly increasing that share — unless what he really wants to do is mount a hostile takeover. That would be difficult thanks to “poison pill” provisions in Twitter’s bylaws, as Ben Thompson explains. But I imagine that may not stop Musk.

There is a world where Musk decides he has had enough of his little Twitter adventure, and sells off most or all of his stock. This is what former Microsoft CEO Steve Ballmer did after acquiring 4 percent of Twitter a few years back; afterward he admitted the experience of owning Twitter shares was so bad that he stopped investing in individual stocks altogether.

Finally, there is a world where Musk maintains the size of his Twitter position but continuously tweets edgelord content about how bad Twitter is, along with memes about how everyone should tweet 69 times on 4/20, or whatever. This strikes me as the likeliest near-term outcome, as it lets Musk achieve his main objective with a Twitter stake (having fun) while avoiding further entanglements with the SEC. This approach has the added benefit of continuing to boost Twitter’s market value — see Matt Levine’s Elon markets hypothesis — which, insofar as Musk cares about the value of anything he owns, is indisputably good for him.

In the end, though, I’m left thinking about the activist investors who joined Twitter’s board in 2020 and likely contributed to Jack Dorsey’s unexpected departure as CEO in November. They set large, possibly unattainable goals that Agrawal must now meet — adding 100 million users among them.

When Twitter fails to reach that mark, will Elliott Management Corp. come back looking for fresh blood? And when they do, will they find an ally in Musk — or will his apparently friendly relationship with Agrawal and Dorsey serve as a shield against a further attack?

Whatever the answers are, I imagine the dynamics will change continuously until that moment arrives. Musk won’t join Twitter’s board, but a board seat was never going to be the source of his true influence over Twitter. True power on the platform, for Musk as with anyone else, lies in being able to tweet whatever you want, whenever you want.

In turning down the board seat, it appears Musk got exactly what he wanted.