Twitter will let Egon Durban, the co-CEO of Silver Lake, maintain his board seat though shareholders turned down his reelection on the firm’s annual assembly this week. Durban’s time on the board pre-dates Elon Musk’s arrival, relationship again to an earlier entanglement with one other unsolicited investor. However, up to now, Durban has been a detailed Musk confidant, and the corporate’s determination to maintain him is a reminder of the complicated machinations—and personalities—concerned within the extremely public fights over Twitter’s future over the last a number of years.
Twitter believes Durban misplaced the election due to a shareholder advisory agency’s advice towards him, not due to his relationship with Musk, the corporate says in a new SEC filing. That agency, ISS, really helpful Twitter shareholders reject him within the assembly on Wednesday as a result of Durban’s obtained lots occurring. He sits on a complete of six company boards. In a brand new settlement with Twitter, he guarantees to chop again on these calls for for his time by leaving…one of many different boards, vowing to not serve on greater than 5 boards sooner or later.
The submitting additionally makes it appear to be Twitter apprehensive Durban’s departure would possibly violate its settlement with Elliott Administration, the activist-investing agency that purchased a stake in Twitter 2020. Or probably a minimum of irritate Elliott, a one-time adversary Twitter labored to appease. In 2020, the corporate struck a wide-ranging cope with Elliott to get it to name off its marketing campaign towards Twitter after which CEO Jack Dorsey. Among the many provisions, Elliott gained a number of board seats, one in every of which went to Durban/Silver Lake. The very last thing Twitter needs to do proper now’s antagonize Elliott and probably have them get entangled by some means within the Musk buyout. And what a multitude that’d be.
“The Board considers Mr. Durban a extremely efficient member and believes that he brings to the Board an unparalleled operational information of the business, a singular perspective, and a useful talent set and expertise with mergers and acquisitions,” Twitter says in a brand new SEC submitting. Durban’s Silver Lake is an enormous tech-focused non-public fairness agency with almost $90 billion in belongings below administration. It has executed issues like assist fund Michael Dell’s 2013 leveraged buyout of his PC firm—in addition to counsel Musk round his plans to denationalise Tesla in 2018, the concreteness of which stays an unanswered query. (Musk, in fact, now says he might probably purchase Twitter, probably for $44 billion.)
Right here’s Twitter persevering with to present Durban excessive marks on his report card: “The Board famous that Mr. Durban has strengthened its potential to supervise the Firm’s long-term worth creation technique and successfully govern its implementation. Additional, Mr. Durban is persistently well-prepared, engaged and a significant contributor to Board conferences and discussions.”
A little bit bit now abut the ins and outs of board elections and shareholder votes. It’d’ve appeared like Twitter’s shareholders would get the ultimate by their votes on the annual shareholder assembly. Nope! That’s not the case. “And it’s not unusual,” says Ann Lipton, a dean at Tulane’s legislation faculty and a former company legal professional. Twitter and different enterprise have arrange their governance guidelines so a director should supply resign if she or he doesn’t win nearly all of the votes for reelection. “However the board has the discretion to refuse the resignation, which it did on this case,” Lipton explains.
So what Twitter is attempting to inform us right here is that this: Durban’s loss has nothing to do with shareholders feeling uncomfortable together with his relationship to Musk. Nothing! It’s all due to the unfair, meddlesome feedback by ISS. Durban’s reducing again on his commitments—every thing’s good.
Twitter can be underscoring Durban’s significance to the corporate. (Too vital to depart his standing as much as you, effectively intentioned however misled shareholders!) In actuality, he’s in all probability by no means been extra vital to Twitter than proper now, since Twitter nonetheless hopes to complete promoting itself to Musk, who has forged doubt on whether or not he’ll end the deal. For those who’re the board, and also you’ve obtained to attempt to maintain negotiating with Musk, who appears most favorably labeled as “mercurial,” you in all probability need a conduit to him like Durban obtainable. Which in all probability makes your complete factor about Musk.