I want to forget Elon’s dumb $420 tweet, but y’all won’t let me

Elon Musk hasn’t tweeted in 10 days, but his Twitter account is once again news because time is a flat circle.

This is why we must now scrunch our faces, cock our heads to one side and strain to recall a weed joke shared by the chief executive on August 7, 2018. Otherwise, we’ll never understand why activist investors are shouting for the Securities and Exchange Commission to intervene in Tesla’s shrinking board.

On that fateful day, Musk said he was “considering taking Tesla private at $420” per share and had secured funding to do so. Only, he apparently hadn’t, so the SEC hit Musk with fraud charges over “false and misleading” tweets. Musk and Tesla later reached an agreement to play nice with the agency. It involved some wrist slapping.

As part of the agreement, Musk and Tesla collectively forked over $40 million, Musk temporarily stepped down as chairman, Tesla added two independent directors to its board, and Musk was told to get his tweets checked. Yet, according to a June 17 letter from SOC, an activist investor group, Tesla is now violating this deal twice over.

The group states that:

  1. Tesla’s board failed to exercise “effective oversight or [establish] a credible pre-clearance process” for Elon’s tweets.
  2. And, Tesla does not intend to replace Oracle CEO and island owner Larry Ellison, who is “one of the two independent directors Tesla appointed to comply” with the deal. (Tesla indicated last month that Ellison would leave his role and would not be replaced.)

SOC claims that Tesla’s shrinking board, and the dwindling ratio of independent board members to non-independent board members (poised to go from “9 to 2” to “5 to 2”), amounts to a “failure to comply” with the SEC decree. The investor group now wants the SEC to make Tesla “nominate at least one additional independent director to its Board.” Meanwhile, Musk filed an appeal a few weeks ago to kill the SEC agreement altogether, in the name of free speech.

Either way, there is no escape. Try as I might to forget Musk’s silly little tweets, the universe simply will not allow it. I’m choosing to accept my fate of residing in a Musk-laced “Groundhog Day.” Will you?

Tesla did not immediately respond to a request for comment on the letter.

I want to forget Elon’s dumb $420 tweet, but y’all won’t let me

Elon Musk hasn’t tweeted in 10 days, but his Twitter account is once again news because time is a flat circle.

This is why we must now scrunch our faces, cock our heads to one side and strain to recall a weed joke shared by the chief executive on August 7, 2018. Otherwise, we’ll never understand why activist investors are shouting for the Securities and Exchange Commission to intervene in Tesla’s shrinking board.

On that fateful day, Musk said he was “considering taking Tesla private at $420” per share and had secured funding to do so. Only, he apparently hadn’t, so the SEC hit Musk with fraud charges over “false and misleading” tweets. Musk and Tesla later reached an agreement to play nice with the agency. It involved some wrist slapping.

As part of the agreement, Musk and Tesla collectively forked over $40 million, Musk temporarily stepped down as chairman, Tesla added two independent directors to its board, and Musk was told to get his tweets checked. Yet, according to a June 17 letter from SOC, an activist investor group, Tesla is now violating this deal twice over.

The group states that:

  1. Tesla’s board failed to exercise “effective oversight or [establish] a credible pre-clearance process” for Elon’s tweets.
  2. And, Tesla does not intend to replace Oracle CEO and island owner Larry Ellison, who is “one of the two independent directors Tesla appointed to comply” with the deal. (Tesla indicated last month that Ellison would leave his role and would not be replaced.)

SOC claims that Tesla’s shrinking board, and the dwindling ratio of independent board members to non-independent board members (poised to go from “9 to 2” to “5 to 2”), amounts to a “failure to comply” with the SEC decree. The investor group now wants the SEC to make Tesla “nominate at least one additional independent director to its Board.” Meanwhile, Musk filed an appeal a few weeks ago to kill the SEC agreement altogether, in the name of free speech.

Either way, there is no escape. Try as I might to forget Musk’s silly little tweets, the universe simply will not allow it. I’m choosing to accept my fate of residing in a Musk-laced “Groundhog Day.” Will you?

Tesla did not immediately respond to a request for comment on the letter.

Zendesk’s latest problem is an activist investor

Zendesk has been having some issues with its investors lately.

Last month, it turned down a $17 billion takeover offer from a consortium of private equity investors, saying the deal undervalued the company. Later in the month, unhappy investors rejected the company’s $4.1 billion acquisition offer for the parent company of SurveyMonkey, Momentive.

That’s a lot of turbulence for any company to be dealing with in such a short time, but yesterday, activist investor Jana Partners, which owns 2.5% of the company’s stock, piled on with an SEC filing that wasn’t terribly friendly.

In a no-holds-barred filing, the firm put Zendesk management on notice that it wasn’t pleased at all, and said it was nominating four candidates for election to Zendesk’s board of directors at the company’s 2022 shareholder meeting.

“We believe the Zendesk Board of Directors’ (the “Board”) misguided attempt to acquire Momentive Global Inc. (“Momentive”) exposed the Board’s blatant disregard for stockholders and ongoing failures of oversight. Absent meaningful change to the Board, we believe Zendesk will fail to achieve its potential and suffer a persistent valuation discount – with stockholders left paying the price,” Jana wrote in the filing.

Jana’s filing comes after a slew of public letters and a presentation in which it questioned the Momentive deal and urged Zendesk management to cancel the acquisition.

At the time of the $17 billion takeover offer, we ran an analysis of Zendesk’s financials. Momentive, in spite of investor objections, would have sped up growth, but even without it, the company was on track to do just fine, so much so that $17 billion seemed like a low-ball offer.

Our argument was simple: The offer to buy the company was worth a somewhat-slim 30% premium on its market value, and with accelerating revenue growth in recent quarters, Zendesk had a credible growth story under its belt.

Twitter CEO’s weak argument why investors shouldn’t fire him

Twitter CEO Jack Dorsey might not spend six months a year in Africa, claims the real product development is under the hood, and gives an excuse for deleting Vine before it could become TikTok. Today he tweeted, via Twitter’s investor relations account, a multi-pronged defense of his leadership and the company’s progress.

The proclamations come as notorious activist investor Elliott Management prepares to pressure Twitter into a slew of reforms, potentially including replacing Dorsey with a new CEO, Bloomberg reported last week. Sources confirmed to TechCrunch that Elliott has taken a 4% to 5% stake in Twitter. Elliott has previously bullied eBay, AT&T, and othe major corporations into making changes and triggered CEO departures.

Specifically, Elliott is seeking change because of Twitter’s weak market performance, which as of last month had fallen 6.2% since July 2015 while Facebook had grown 121%. The corporate raider reportedly takes issue with Dorsey also running fintech giant Square, and having planned to spend up to six months a year in Africa. Dorsey tweeted that “Africa will define the future (especially the bitcoin one!)”, despite cryptocurrency having little to do with Twitter.

Rapid executive turnover is another sore spot. Finally, Twitter is seen as moving glacially slow on product development, with little about its core service changing in the past five years beyond a move from 140 to 280 characters per tweet. Competing social apps like Facebook and Snapchat have made landmark acquisitions and launched significant new products like Marketplace, Stories, and Discover.

Dorsey spoke today at the Morgan Stanley investor conference, though apparently didn’t field questions about Elliott’s incursion. The CEO did take to his platform to lay out an argument for why Twitter is doing better than it looks, though without mentioning the activist investor directly. That type of response without mentioning to whom it’s directed, is popularly known as a subtweet. Here’s what he outlined:

On democracy: Twitter has prioritized healthy conversation and now “the #1 initiative is the integrity of the conversation around the elections” around the world, which it’s learning from. It’s now using humans and machine learning to weed out misinformation, yet Twitter still hasn’t rolled out labels on false news despite Facebook launching them in late 2016.

On revenue: Twitter expects to complete a rebuild of its core ad server in the first half of 2020, and it’s improving the experience of mobile app install ads so it can court more performance ad dollars. This comes seven years late to Facebook’s big push around app install ads.

On shutting down products: Dorsey claims that “5 years ago we had to do a really hard reset and that takes time to build from… we had been a company that was trying to do too many things…” But was it? Other than Moments, which largely flopped, and the move to the algorithmic feed ranking, Twitter sure didn’t seem to be doing too much and was already being criticized for slow product evolution as it tried to avoid disturbing its most hardcore users.

On stagnanation: “Some people talk about the slow pace of development at Twitter. The expectation is to see surface level changes, but the most impactful changes are happening below the surface” Dorsey claims, citing using machine learning to improve feed  and notification relevance

Yet it seems telling that Twitter suddenly announced yesterday that it was testing Instagram Stories-esque feature Fleets in Brazil. No launch event. No US beta. No indication of when it might roll out elsewhere. It seems like hasty and suspiciously convenient timing for a reveal that might convince investors it is actually building new things.

On talent: Twitter is apparently hiring top engineers “that maybe we couldn’t get 3 years ago”. 2017 was also Twitter’s share price low point of $14 compared to $34 today, so it’s not much of an accomplishment that hiring is easier now. Dorsey claims that “Engineering is my main focus. Everything else follows from that.” Yet it’s been years since fail whales were prevalent, and the core concern now is that there’s not enough to do on Twitter, rather than what it does offer doesn’t function well.

On Jack himself: Dorsey says he should have added more context “about my intention to spend a few months in Africa this year”, including its growing population that’s still getting online. Yet the “Huge opportunity especially for young people to join Twitter” seemed far from his mind as he focused on how crypto trading was driving adoption of Square’s Cash App

“I need to reevaluate” the plan to work from Africa “in light of COVID-19 and everything else going on”. That makes coronavirus a nice scapegoat for the decision while the phrase “everything else” is doing some very heavy lifting in the face of Elliott’s activist investing.

Photographer: Cole Burston/Bloomberg via Getty Images

On fighting harassment: Nothing. The fact that Twitter’s most severe ongoing problem doesn’t even get a mention should clue you in to how many troubles have stacked up in front of Dorsey

Running Twitter is a big job. So big it’s seen a slew of leaders ranging from founders like Ev Williams to hired guns like Dick Costolo peel off after mediocre performance. If Dorsey wants to stay CEO, that should be his full-time, work-from-headquarters gig.

This isn’t just another business. Twitter is a crucial communications utility for the world. Its absence of innovation, failure to defend vulnerable users, and an inability to deliver financially has massive repercussions for society. It means Twitter hasn’t had the products or kept the users to earn the profits to be able to invest in solving its problems. Making Twitter live up to its potential is no sidehustle.