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Twitter Board must preserve all records of Elon Musk’s acquisition offer: House Republicans

(Credit: Tesla)

Eighteen House Republicans are asking Twitter’s Board of Directors to preserve all records of Tesla CEO Elon Musk’s acquisition offer for the social media company. 

Addressed to Board Chairman Bret Taylor and other members of the social media company’s Board, the House Republicans stated in the letters that Twitter has a tendency to engage in “heavy-handed censorship.” The group then noted that the Twitter Board must “take all reasonable steps” to prevent the “destruction or alteration” of documents and communications related to the Tesla CEO’s buyout offer

Pertinent sections of the letters, which were shared with CNBC, are as follows. 

Decisions regarding Twitter’s future governance will undoubtedly be consequential for public discourse in the United States and could give rise to renewed efforts to legislate in furtherance of preserving free expression online. Among other things, the Board’s reactions to Elon Musk’s offer to purchase Twitter, and outsider opposition to Musk’s role in Twitter’s future are concerning. 

Twitter’s Board Members have fiduciary duties to the company’s shareholders. These duties apply despite how many corporations’ leaders increasingly pursue progressive policy goals divorced from shareholder interests. 

As Congress continues to examine Big Tech and how to best protect Americans’ free speech rights, this letter serves as a formal request that you preserve all records and materials relating to Musk’s offer to purchase Twitter, including Twitter’s consideration and response to this offer, and Twitter’s evaluation of its shareholder interests with respect to Musk’s offer. 

You should construe this preservation notice as an instruction to take all reasonable steps to prevent the destruction or alteration, whether intentionally or negligently, of all documents, communications, and other information, including electronic information and metadata, that is or may be potentially responsive to this congressional inquiry. This instruction includes all electronic messages sent using official and personal accounts or devices, including records created using text messages, phone-based message applications, or encryption software.

In a way, the House Republicans’ letter hints that the party, if it takes back the majority of the House in the upcoming 2022 midterm elections, might initiate an investigation into Twitter. This would be a notable development, especially if Twitter’s Board of Directors decides to reject Elon Musk’s acquisition offer. The House Judiciary Committee, at least if it shifts to Republican control, may decide to subpoena records about the deliberations of Twitter’s Board. 

Elon Musk expressed his desire to acquire Twitter last week, offering to purchase the company at $54.20 per share. Twitter’s Board of Directors has neither accepted nor rejected Musk’s offer, though it opted to adopt a “poison pill” strategy, which makes it significantly harder for the CEO to take over the company. Recently, however, a 13D filing from Musk revealed that he had received commitments for $46.5 billion to help finance a potential Twitter buyout. Musk also indicated that he is exploring the idea of a tender offer to purchase some or all of Twitter stock directly from the company’s shareholders.

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Twitter Board must preserve all records of Elon Musk’s acquisition offer: House Republicans
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