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 US 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 US$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 US 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.
Photo: Reuters 照片：路透
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.
WHAT DOES A COMPANY LOSE BY GOING PRIVATE? A potentially quick way to raise cash. Companies that are publicly traded can sell more shares of their stock if they need to raise cash in a pinch. COULD MUSK DECIDE NOT TO CARE ABOUT MAKING PROFITS AT ALL? If he’s the only shareholder, he could ostensibly do whatever he wants. But he is also borrowing up to US$25.5 billion from a slew of banks to pay for the takeover of Twitter. And they’re going to want their money back, plus interest.
(AP)
若事情按照伊隆‧馬斯克與推特的計畫進行，推特公司很快就會私有化，並由馬斯克所控制。最明顯立即的變化可能是Twitter股票將從紐約證券交易所下市。但該公司因此也可以不必向美國監管機構及華爾街定期提供業務最新狀況。對Twitter用戶來說的一個重要變化可能是，該公司會有更大的自由來做重大或不受歡迎的改變，因為它不用擔心華爾街的可能反撲。
私有化對公司的影響如下。公司的股票會怎樣？若併購按計畫完成，Twitter的投資人將得到每股五十四點二美元的現金，然後這些股份將會作廢而不復存在。這會造成什麼不同？Twitter可能就不再需要每三個月向美國監管機構繳交文件報告它賺了多少錢。對於其戰略或營運上大到足以實質改變其命運的更動，它也可以不必公布。現行制度下，公司若不披露此類訊息，就有被起訴的風險。
哥倫比亞大學法學教授艾瑞克‧塔利表示：「最大的區別是，馬斯克作為公司老闆，所需負責的對象只有他的個人意願，或是他的與留下的任何股東，而不是像現在的眾多投資人」。
公司將由誰來主導？塔利說，該公司仍會有一個董事會，並且還需要遵守州級公司治理規定，以及所有適用的稅務、環境及其他法律。
公司私有化有何好處？如果Twitter在業務上做出重大改變，私有化的Twitter公司便不必去回應憤怒的股東。馬斯克已提出對廣告減少依賴的想法，而廣告是Twitter的主要賺錢管道。若投資人認為公司做了錯誤的決定，或至少是在錯誤的時間做出此決定，通常就會讓該公司股價下跌。上市公司董事會的受託責任是為其投資者創造收益，而一家私營公司卻無需擔心其股價的短期下跌，更可以全心投入計畫，例如透過僱用大量新員工來改造公司，而不必在下一季的報告中向股東解釋開支的增加。
公司私有化會失去什麼？會失去一種快速籌集現金的潛在方法。若需要在緊要關頭籌集現金，上市公司可以出售更多股票。馬斯克可以決定對盈利毫不在乎嗎？若股東只有他一人，表面上他可以為所欲為。但他從多家銀行借款高達兩百五十五億美元，以支付收購Twitter的費用。這些銀行會要他還錢，連本帶利。
（台北時報林俐凱編譯）
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