There’s a podcast I’m binge-listening to, and every single ad slot re-runs the same ad for some other podcast called “The Bert Show,” which based on the ad sounds about as amusing as having your teeth pulled out one by one with a pair of rusty pliers

If you were wondering why Madison Cawthorn lost his primary tonight, I would direct you to this quite comprehensive profile, in which it is revealed that the answer is "literally everyone who has ever known him thinks he's nuts" politico.com/news/magazine/202

OBLIGATORY PO-FACED JOKE DISCLAIMER: I actually quite like John Fetterman, and was pleased to see him turn Conor Lamb into a fine paste

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Randian Number Generator

(it always returns "1" because pure selfishness is the only moral act for a thinking being, and anyway if you wanted to freeload off the product of its mental labour you would need to pay for it, as the supplier it gets to set the price, and the price is the nuclear codes, which you don't have)

I wonder how good Alvin Toffler really was at toffling

Nobody asked for a game where you spend 40% of the playtime watching NPCs get mauled by wild animals, but Ubisoft keeps giving us Far Cry games anyway

It turns out you can try to overthrow the government, that’s fine, but you better not say a WORD about the coke orgies or your ass is grass

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Our parent org, Freedom of the Press Foundation, is now also home to Dangerzone, a tool developed by @micahflee that lets you convert potentially dangerous PDF files, images, and office documents into safe PDFs:

freedom.press/news/welcome-to-

As part of this transition to FPF stewardship, we're also looking for a part-time developer for Dangerzone (6 month contract, $40K fixed budget, schedule is yours to propose). If you're interested, please consider applying!

grnh.se/77e5b7b55us

They had a Democratic primary today in Pennsylvania for the Senate race that’s coming up this November.

These are the two leading candidates. If you’re not from around there, and I told you which one is currently number one with 60% of the vote and which is a distant second with just 27%, you’d probably never believe me

I've seen this post about "Google blocking all third party email accounts starting in June" boosted quite a bit lately ( mastodon.honeypot.im/@digdeepe )

Please stop boosting it: the statement is untrue.

Google will continue supporting app passwords ( support.google.com/accounts/an ). Using them requires two-step verification ( support.google.com/accounts/an ) which you can set up with any TOTP application, no phone required.

(Citation: I use this with mutt, soon also mbsync/isync + mu4e.)

Postscript: Please forgive my careless interchanging of the terms "interested stockholder" and "interested SHAREholder" above; that was just a malfunction on the part of my brain. In the law the term is "interested stockholder," and I should have rendered it as such consistently.

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Right now, of course, this is all just a legal complaint. We'll have to see if the Delaware Court of Chancery agrees with it that Morgan Stanley and Jack Dorsey are sufficiently tied into Musk's plans to make him the effective owner of their shares.

But like I told you at the start -- if you like arguments that turn on fine points of law, it's hard not to appreciate this one. Because this is as fine as they come.

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UNLESS!

Section 203 does outline one way the deal could go ahead without having to wait three years. The company's stockholders can vote to allow it.

But this would be an incredibly difficult vote to win, because:

1) The only shares that can be voted are ones NOT OWNED by the interested stockholder (in the expansive definition of "owned" outlined above); and

2) The deal has to be approved by at least 66⅔% of the shares that CAN be voted.

So: none of the shares Musk & co. own could be used to win the vote, AND he'd have to convince the owners of two-thirds of the remaining shares to let the deal go forward.

Impossible to achieve? Nah. But it's certainly not EASY to achieve; and it won't get any easier the longer he spends trash-talking the company to drive the stock price down.

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So let's assume that they're right, that Musk actually IS an "interested shareholder." So what?

Well, Section 203 has a pretty specific rule about deals between a company and an "interested shareholder." We cited it way up above, but that was a lot of words ago, so let's review it again.

The rule is:

"A corporation shall not engage in any business combination with any interested stockholder for a period of 3 years following the time that such stockholder became an interested stockholder."

In other words: Musk and Twitter could still, eventually, do the deal. But because Musk only became an "interested stockholder" this year, they couldn't legally CLOSE on it until the year 2025.

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(Actually, the complaint says Musk holds 9.6% of the stock, not 9.2%. I'm not sure where the extra .4% comes from. But for our purposes it doesn't matter, because even if you take the lower figure you still end up over 15%.)

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And this is the hammer the Orlando Police Pension Fund takes up in their complaint.

Yes, they acknowledge, Elon Musk only personally owns less than 10% of Twitter.

BUT, they say, there are two other relevant parties involved on his end of the deal. One is Morgan Stanley, the bank that has led his fundraising for it; they own 8.8% of Twitter's outstanding stock. And the other is former Twitter CEO Jack Dorsey, who's been advising Musk; he owns 2.4%.

These other parties' involvement in the takeover bid, the complaint says, mean that the other parties have reached an "agreement, arrangement or understanding" with Musk to vote their shares his way.

Which means that, as far as Section 203 is concerned, Musk owns THEIR shares, too.

And 9.2% + 8.8% + 2.4% > 15%.

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Below is the complete text of how Section 203 defines ownership. It says there are three different ways a person or entity can "own" stock.

The first is the common-sense definition: they bought it.

The second and third go further, though. For this conversation, we want to focus on the third one. It says that:

1. If there is some other party that ALSO owns some stock in the company, and

2. You come to an "agreement, arrangement or understanding" with that party where they agree to let you tell them how to vote their shares, then

3. As far as Section 203 is concerned, YOU OWN THOSE SHARES. Even if you never purchased them and no money ever changes hands, because your agreement lets you ACT as if you own them.

In other words, they count towards that 15% that makes you an "interested shareholder."

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