Elon Musk’s move to buy Twitter faces roadblocks

Even for the richest person on the planet, buying Twitter was always going to be a challenge - a highly complex financial transaction now made even trickier by a defensive "poison pill" move from the platform's board.

Musk's $43 billion offer lays out the myriad potential pitfalls: possible government approvals, legal as well as regulatory due diligence, negotiations of a final agreement and, of course, how to pay for it all.
Then Twitter's board on Friday showed it won't go quietly, saying any acquisition of over 15 percent of the firm's stock without its OK would trigger a plan to flood the market with shares and thus make a buyout much harder.
"Your move @elonmusk," tweeted Silicon Valley journalist Kara Swisher.
The offer itself, which Musk said was final, values Twitter at $54.20 per share -- above the closing price ahead of his bid, but below a high of $77.06 hit in February of last year.
Even with a moderate and inflexible proposal, which could help the board argue for rejection, it's a fraught moment that could end in lawsuits from just about everyone involved.
To succeed in repelling Musk's offer, the Twitter board will need to be on solid ground making an argument that the company is worth more, said Wharton School finance professor Kevin Kaiser.
Shareholders who feel that the board is rejecting a profitable deal will be free to file lawsuits against Twitter.

Musk has the option of sidestepping the board and trying to buy shares directly from shareholders on the market, but that could lead to tedious negotiations with some stock owners holding out for more money.
"The Twitter board has limited ability under Delaware law to stop a tender offer made directly to the shareholders, which Elon Musk hasn't...