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Scott Loves The Anti-Mask Decision From FL’s 34 Year Old Unqualified Judge — But Thinks She Lied When She Wrote “Masks Save Lives”. Huh.

~ condor ~ Leave a comment

Well, these goofs have never been the model of logical reasoning, but this is just… silly.

Last night, both John and Scott roundly praised Judge Mizelle’s no-mask decision for airplanes. This after she herself ruled that masks reduce viral transmission, based on competent evidence.

This morning, Scott devotes about 15 paragraphs to proving her… wrong.

Which is it, boys?

Is she qualified — or not?

Spoiler alert: she — like you two, and Steve H. — is not much at logic.

If masks save lives, and she and you oppose them… which of your relatives are you folks willing to sacrifice… in order to avoid the small inconvenience of (perhaps) saving their lives?

Cheers, boys.

John’s Kind Of Jurist: 34 Year Old Judge (Who Had, Prior To Tangerine’s Appointment, Never Tried A Single Case), Rated “Unqualified” By ABA… Upsets Decades Of Deference To Federal Health Authorities.

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I won’t quote her decision (as it manifestly gets 75 years of black letter law dead wrong), but I will note Hinderaker thinks it a good decision — that’s all I’ll say about that.

Once again, we see a life-time Tangerine appointed, ABA rated as “Unqualified” judge assert that the federal government acted “arbitrarily” in saying masks are required on planes.

That came after, by the way, the judge herself found that masks do decrease the spread of the virus.

I. . . don’t really know what to say. . . other than. . . I am very sorry — for America. More people WILL die.

We chose a particularly poor 45th POTUS. And the effects of a 34 year old federal employee will change lives in Florida for the worse, for perhaps four decades to come. Damn.

नमस्ते

Tangerine Thinks He’s Done More… For NYC, Than “Anyone”… Yikes.

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His preposterous ego-driven lying… has morphed into full on… senile dementia. This is from this morning on the failing gab [dot] com site, at right.

No sane human thinks he’s done anything (positive) of note “for” New York… other than appear momentarily in Home Alone 2. In fact, over seven years, in about 5,000 apartment units (with his pops), he only ever rented to one black person — and the lawsuits (since settled) proved it. He said there were none who were “qualified”. [But note: New York is home to over 539,000 black owned businesses in the New York tri-borough area; about one per cent of those business owners are… millionaires. So there are over 5,300 black millionaires in and around New York City. But he couldn’t find… one to rent to. He rejected thousands of black applicants.]

Then… he called for the lynching of five young men, in a paid full page ad, in 1995. The men — who turned out to be innocent… never even received an apology from him.

He cheated on his taxes; misusing his charity’s charter — so egregiously, that he is now banned from ever opening a charity again in New York.

And then there is the matter of lying about his real estate properties’ values, to bilk NYC banks out of hundreds of millions in additional, very shaky loans.

Yes — I suppose… he’s “done more” — but not quite in the way he means.

Out.

Trivial — But Hilarious!

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This is trivial — and possibly coincidental… but I enjoyed a good laugh, so hopefully you will, too.

The Twitter board has priced the pill at $210 a share, as if to suggest (I conjecture) that Musk often goes off “HALF-baked“. That is, half of his endless — and now tired — 420 references.

Me?

I don’t really care if he puffs — but I love the much more elegant trolling here (if that, this be), than Musk’s generally ham handed nonsense…

Onward, grinning. Out.

नमस्ते

Full Rights Plan — Or “Pill” — Terms Disclosed, By Twitter At SEC EDGAR Window, Just Now… Game Over, For Musk.

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It is a typical pill, and it will… kill Musk’s bid.

The exercise price is $210 per share — well beyond Musk’s reach.

I should note that (perhaps it is a pure coincidence, but) if one considered Musk’s attack only “half-baked” when launched… the board has slyly sent him a message — with the exercise price at exactly one-half, of his endless “420” references (as to his pot-smoking ways). Not that I really care — but hilarious if accurate. More soon, see it all here:

…The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15 percent or more of the shares of Common Stock without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board….

If an Acquiring Person obtains beneficial ownership of 15 percent or more of the Common Stock, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price.

However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below….

This will be a fascinating case study in what happens when a narcissist billionaire… loses — and loses badly, in a public fashion — at the high stakes public company takeover table. Smile….

नमस्ते

If Musk Sues To Invalidate The Twitter Pill, As Early As Tomorrow — This Williams Case Will be Much Discussed…

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But, as someone pretty-closely involved in pill designs — since the very early days, I can say with some confidence that the Williams case will offer Elon scant shelter (as I said yesterday, as well, here).

Elon is seeking a classic take-over of Twitter now. The Twitter pill kicks in at 15% not 5%, as in Williams. And, Elon has shown himself to be a “bad actor” as to SEC rules in general, and the takeover disclosure rules in particular. That will seal it — but here is a bit of history from the 90 page Delaware opinion, for people who don’t follow developments in public company take-over defense matters:

…Of all the defenses developed to fend off hostile takeovers, the poison pill was among the most muscular. These bulwarks gained judicial imprimatur in 1985 when the Delaware Supreme Court upheld a poison pill as an antitakeover device in Moran v. Household International, Inc.

Moran also established intermediate scrutiny under Unocal as the legal framework for reviewing stockholder challenges to poison pills. Poison pills metamorphosed post-Moran. The flip-over feature of the Moran pill was augmented by a flip-in feature. After the adoption of state anti-takeover statutes, trigger thresholds crept down from the 20% threshold of Moran to 15%, and then to 10% in some instances.

The pill’s initial success engendered mission creep. Originally conceived as anti-takeover armaments, poison pills were redirected to address other corporate purposes such as protecting net operating loss assets.

Recently, pills have been deployed to defend against stockholder activism. The plaintiffs in this litigation challenge an anti-activist pill adopted by the board of directors of The Williams Companies, Inc. (“Williams” or the “Company”) at the outset of the COVID-19 pandemic and amid a global oil price war. The Williams pill is unprecedented in that it contains a more extreme combination of features than any pill previously evaluated by this court—a 5% trigger threshold, an expansive definition of “acting in concert,” and a narrow definition of “passive investor….”

Unocal calls for a two-part inquiry, asking first whether the board had reasonable grounds for identifying a threat to the corporate enterprise and second whether the response was reasonable in relation to the threat posed….

Should be a busy news day tomorrow, as the actual full text of the Twitter pill will be disclosed at the SEC EDGAR window… and we may yet see other bidders emerge, if the New York Post is to be believed. We may see Musk bow out, if he was sh!t-posting about it all. Stay tuned. Grinning into the night, now….

नमस्ते

Just A Quick Squib — The Twitter Adopted Pill… Will Stand. Bub-bye Musk. Cheers!

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Over at SeekingAlpha, I offered a free “quick look” at the Williams Delaware case.

It is one of the few cases… where a recent pill has been invalidated.

Here are my remarks, contrasting Williams, with the current state of play — in the Twitter pill matter:

Well… Williams involved a 5% trigger, not 15% as here in Twitter. And the board admitted they were seeking entrenchment — and to discourage activist greenmailers. The facts make a difference, here.

But most of all (even as it invalidated that Williams pill), the Court indicated that:

…[T]he last “justification — using the Plan to detect threats before they would be noticed via the federal disclosure system — was legitimate. The Court acknowledged that various commentators had recommended that boards consider adopting pills to avoid “lightning strike attacks,” where, for example, stockholders acquire large stakes in the 10-day period between the triggering of an SEC Schedule 13D filing obligation and the date such report is due….”

That’s from a Harvard Law Review write up on the case.

Now, in the case of Twitter, it is essentially undisputed that Musk violated the ten day / 5% threshold rule by March 21, latest. [He filed 11 days late, at a minimum.]

So — Condor thinks the Delaware courts are very likely to say, given judicial notice of Musk’s violations of PRIOR SEC consent orders (at Tesla) as well…

that the Twitter pill is completely enforceable, under applicable Delaware law, since the bidder is already known to be an unsavory actor, in SEC matters. Matters where the markets must rely on the integrity of public company Ds & Os… as the markets had to, with Martin’s moves — at what ultimately became the KaloBios bankruptcy in late 2015.

Here, Musk’s prior track record — like Shkreli’s then — is deeply suspect, as to veracity, in securities trading matters. [They both simply think the rules are for the “little people.”]

But what do I know, right?

Grinning, ever onward. . . be excellent to one another. Out, for. . . caramel cake baking.

Spying Distant Dramas, Unfolding Now — And Perhaps… Ones, From Back At The Dawn Of… Time, Itself.

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I will let you go read the Goddard-based blog entry, to understand just what we are seeing in the top of the image, at right. But do trust that this Next Gen space telescope… is going to completely rewrite what we know of the most-distant star systems — giving us hundreds of times the granularity of data — well beyond the yield from the then-spectacular Hubble ‘scope, over decades.

In sum, now that all the risky “config maneuvers” have been completed without a hiccup, we are definitively going to see “all new worlds”… and in “all new ways”, too. Here’s the latest, from Goddard:

…“One specific exoplanet observation… involves collecting [infrared imagery] over the course of a planet’s orbit to enable measurements of the atmospheric composition and dynamics…. [We will] observe the gas giant HD 80606 b as part of [the ‘scope’s] first year of observations. Because the orbit of HD 80606 b is extremely eccentric (non-circular) and long (111 days), the amount of energy received by the planet from its star ranges from approximately 1 to 950 times what Earth receives from the Sun!

This results in extreme temperature variations, which are predicted to cause clouds to rapidly form and dissipate in the planet’s atmosphere on very short timescales. Our science team will probe these predicted cloud dynamics in real-time over the course of a continuous ~18 hour observation of HD 80606 b as it passes behind its star, using the NIRSpec instrument on [the ‘scope] to measure thermal light from the planet’s atmosphere….

“With TESS and other surveys continuing to discover additional planets in our galaxy at a regular pace and Webb preparing to study the atmospheres of many of these newly discovered worlds, our exoplanet adventures are in many ways just beginning,” [said] Knicole Colón, [the] deputy project scientist for exoplanet science, NASA’s Goddard Space Flight Center….

So it is, that a few years from now — we may know that there is a near twin of Earth out there — complete with liquid water and an oxygen rich, warm atmosphere — as well as a strong magnetosphere, to shield that world from the solar and background radiation streams… in sum — a place where life might easily have come to not just exist — but to… thrive. Smile….

नमस्ते

In Which Hinderaker Is More Horrified By… Babies, Than By Male/Male Prison Rape — Or Vicious Beatings…

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Well… I needed to get a drink of water, after reading Hinderaker’s latest.

My mouth got all cotton-ie and dry, after it began to sink in to me, that for trans-phobic John Hinderaker, the prospect of a woman being consensually pregnant, while incarcerated… is far more damnable (he says!), than say… in-prison male on male forcible rapes — or the more or less endemic in-prison violence generally, often leading to horrific deaths. [And the “women impregnated in prison” figures are… vanishingly small, when compared to in-prison violent incidents.]

So, my point would be… for all humans, in prisons — male or female — the conditions are generally absurdly awful, especially if compared to the prison conditions in Norway, Sweden or the Netherlands. [And it seems John is unaware (or at least, made no stink about) the FACT that at least part of the reason Elizabeth Holmes had a child last summer, a boy named Will — was to be eligible for a higher end prison placement inside the State of California, where moms are specifically allowed to room-in with their babies. Through age 10, as I understand it. And since she could possibly get sentenced to more than a decade, she’d be beyond child bearing age, when released — so both were likely factors, there.]

Yet, and still — John only “has eyes” for a story about women who slept with humans who still have penises, but now self-identify as… women.

I do wonder… what is HE repressing? Yes, occasionally people scam to get to a safer prison placement. But it doesn’t remotely reach the five alarm fire, as to trans- matters that John would make it out to be (after being puppeteered by Candace Owens, re the same).

Out.

Pill In Place — Now Elon Has Wasted $3 Billion… For A “Snow Globe”… Hilarious.

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As I said last night, Musk may litigate whether the pill is properly in place, but in general, similar so-called “limited duration” poison pills have been upheld in the Delaware courts, even when a hostile bidder has already surfaced (i.e., Musk’s nonsense).

The pill (or “rights plan“, as it is more politely called, in a courtly mannered discussion) allows the board to negotiate over time on behalf of the public shareholders (those not part of a formal Musk-led takeover group). And not just with the “drunken monkey kung fu“, of one Elon Musk.

This is the preferred defense response… because it is deadly effective against green-mailers and sh!tposters, like Elon.

Here’s a bit of the press release — we will have more when the actual rights plan is filed on SEC Form 8-K, tonight:

…The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter. The Rights Plan will reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders.

The Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of Twitter and its shareholders.

The Rights Plan is similar to other plans adopted by publicly held companies in comparable circumstances. Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 15% or more of Twitter’s outstanding common stock in a transaction not approved by the Board. In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the right….

See ya’, Elon — “you have been weighed, you have been measured… and you have been found… wanting. Here’s to the new world. May… God save you, if it is right, that He do so….”

Yes — I am saying this is effectively — game over.

[With sincere apologies to the late Heath Ledger.]