Monthly Archives: April 2022

By @SMB_AcquisitionAttorney on Twitter

Read the Thread here:

BREAKING: @elonmusk did not "buy Twitter."

Now that we've all sobered up, let's have a frank conversation.

This deal is far from done.

A thread on how this actually works: I was shocked by the reporting of the proposed Elon Musk-Twitter take private yesterday.

Headlines like this we're everywhere:

"Elon Musk BOUGHT Twitter. Here's what he says he'll do next"

Tweets from smart people read like this:

A going private transaction is a long process with many potential pitfalls.

Don't believe me and think it's a slam dunk?

Then why isn't the stock price trading at the $54.20 that Elon is willing to pay?

Is it free money if you buy now or is there risk it won't close? The stakes here are massive!

Richest person acquiring a powerful communication platform
Largest going private in the last two decades ($44 B)
Recent public and regulatory scrutiny of (think: DJT), social media and free speech
Intense scrutiny and social pressure! As a baseline, "going private" is a term that describes a transaction (or series of transactions) where a controlling stockholder or other affiliated person reduces the number of stockholders of a public company.

This allows the company to terminate its public company status. There are many reasons why companies choose to go private.

In this case, the reason is clear, it would give complete control of the company.

It will also likely allow the company to operate more efficiently without concerns for its public stockholders. Yesterday, the board of directors of Twitter voted to unanimously approve the transaction...

"subject to the approval of Twitter stockholders, the receipt of applicable regulatory approvals and the satisfaction of other customary closing conditions."

Elon Musk to Acquire Twitter/PRNewswire/ -- Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon...

Stockholder approval -

Wait! But, can't Twitter's board just approve the transaction?

The answer is emphatically "No!"

Twitter's board does not own the company, its stockholders do!

The board has approved the transaction, and agreed to *recommend it* to the stockholders. 

Government sign off -

Additionally, the government needs to review the deal.

And the government really seems to love Elon!

Although they are not likely to stop the transaction on antitrust grounds, this means time.

Lots of time (read: several months)


Legal challenges -

Further, most going private transactions are challenged in court.

The typical claim is that the board of directors breached their fiduciary duties and disclosure obligations.

Given the high profile, expect many claims to be made here.

More time! 

Competing bids -

In the meantime, every major acquisitive financial institution in the world is currently analyzing to see if a "topping bid" is viable.

Under Delaware law, now that Twitter's board has decided to sell the company, its only duty is to get the HIGHEST PRICE. 

Competing bids (cont) -

This means that if Twitter receives a bid that is even a few pennies higher than 's bid, they likely have a duty to accept that offer instead.

We're watching this exact scenario play out with Spirit Airlines right now!

JetBlue makes all-cash offer for Spirit Airlines, complicating planned Frontier tie-upJetBlue's bid comes less than two months after Spirit and Frontier agreed to merge into a discount airline behemoth.

All in, Twitter expects this process to take at least three to six months.

However, it's quite likely it will take more time than that.

So, sit back, grab some popcorn, and enjoy the show! TLDR:

The stakes in the Elon-Twitter acquisition are massive and the deal is far from done.

Expect drama over the next 3 to 6 months around the following:
• social pressure
• shareholder vote
• regulatory approvals
• government interference
• potential competing bids 

P.S., this note is not intended to be commentary on the social, financial or other merits of the transaction.

In my opinion, the pros/cons of this transaction will be determined over time. 

Disclaimers -

This thread is strictly for educational and informational purposes, and not for the purpose of marketing any legal services or seeking legal employment and is not motivated by pecuniary gain, and should not be interpreted as legal or any other form of advice.

Pepe Escobar interviews brilliant Russian economist Sergey Glazyev, who describes how the US and its allies are destroying the dollar-based financial system. Agree or disagree, it’s a great read all the way through and gives the reader an idea of how the entrenched dollar-based financial system is slowly being replaced by one more friendly to countries outside the US sphere.

Exclusive: Russia's Sergey Glazyev introduces the new global financial system.

The world's new monetary system, underpinned by a digital currency, will be backed by a basket of new foreign currencies and natural resources. And it will liberate the Global South from both western debt and IMF-induced austerity.

 Here are highlights from the article.

In a bout of Russophobic hysteria, the ruling elite of the United States played its last “trump ace” in the hybrid war against Russia. Having “frozen” Russian foreign exchange reserves in custody accounts of western central banks, financial regulators of the US, EU, and the UK undermined the status of the dollar, euro, and pound as global reserve currencies. This step sharply accelerated the ongoing dismantling of the dollar-based economic world order.

Over a decade ago, my colleagues at the Astana Economic Forum and I proposed to transition to a new global economic system based on a new synthetic trading currency based on an index of currencies of participating countries. Later, we proposed to expand the underlying currency basket by adding around twenty exchange-traded commodities. A monetary unit based on such an expanded basket was mathematically modeled and demonstrated a high degree of resilience and stability.

At around the same time, we proposed to create a wide international coalition of resistance in the hybrid war for global dominance that the financial and power elite of the US unleashed on the countries that remained outside of its control. My book The Last World War: the USA to Move and Lose, published in 2016, scientifically explained the nature of this coming war and argued for its inevitability – a conclusion based on objective laws of long-term economic development. Based on the same objective laws, the book argued the inevitability of the defeat of the old dominant power.

Currently, the US is fighting to maintain its dominance, but just as Britain previously, which provoked two world wars but was unable to keep its empire and its central position in the world due to the obsolescence of its colonial economic system, it is destined to fail. The British colonial economic system based on slave labor was overtaken by structurally more efficient economic systems of the US and the USSR. Both the US and the USSR were more efficient at managing human capital in vertically integrated systems, which split the world into their zones of influence. A transition to a new world economic order started after the disintegration of the USSR. This transition is now reaching its conclusion with the imminent disintegration of the dollar-based global economic system, which provided the foundation of the United States global dominance.

The new convergent economic system that emerged in the PRC (People’s Republic of China) and India is the next inevitable stage of development, combining the benefits of both centralized strategic planning and market economy, and of both state control of the monetary and physical infrastructure and entrepreneurship. The new economic system united various strata of their societies around the goal of increasing common wellbeing in a way that is substantially stronger than the Anglo-Saxon and European alternatives. This is the main reason why Washington will not be able to win the global hybrid war that it started. This is also the main reason why the current dollar-centric global financial system will be superseded by a new one, based on a consensus of the countries who join the new world economic order.

In the first phase of the transition, these countries fall back on using their national currencies and clearing mechanisms, backed by bilateral currency swaps. At this point, price formation is still mostly driven by prices at various exchanges, denominated in dollars. This phase is almost over: after Russia’s reserves in dollars, euro, pound, and yen were “frozen,” it is unlikely that any sovereign country will continue accumulating reserves in these currencies. Their immediate replacement is national currencies and gold.

The second stage of the transition will involve new pricing mechanisms that do not reference the dollar. Price formation in national currencies involves substantial overheads, however, it will still be more attractive than pricing in ‘un-anchored’ and treacherous currencies like dollars, pounds, euro, and yen. The only remaining global currency candidate – the yuan – won’t be taking their place due to its inconvertibility and the restricted external access to the Chinese capital markets. The use of gold as the price reference is constrained by the inconvenience of its use for payments.

The third and the final stage on the new economic order transition will involve a creation of a new digital payment currency founded through an international agreement based on principles of transparency, fairness, goodwill, and efficiency. I expect that the model of such a monetary unit that we developed will play its role at this stage. A currency like this can be issued by a pool of currency reserves of BRICS countries, which all interested countries will be able to join. The weight of each currency in the basket could be proportional to the GDP of each country (based on purchasing power parity, for example), its share in international trade, as well as the population and territory size of participating countries.

In addition, the basket could contain an index of prices of main exchange-traded commodities: gold and other precious metals, key industrial metals, hydrocarbons, grains, sugar, as well as water and other natural resources. To provide backing and to make the currency more resilient, relevant international resource reserves can be created in due course. This new currency would be used exclusively for cross-border payments and issued to the participating countries based on a pre-defined formula. Participating countries would instead use their national currencies for credit creation, in order to finance national investments and industry, as well as for sovereign wealth reserves. Capital account cross-border flows would remain governed by national currency regulations.

...Transition to the new world economic order will likely be accompanied by systematic refusal to honor obligations in dollars, euro, pound, and yen. In this respect, it will be no different from the example set by the countries issuing these currencies who thought it appropriate to steal foreign exchange reserves of Iraq, Iran, Venezuela, Afghanistan, and Russia to the tune of trillions of dollars. Since the US, Britain, EU, and Japan refused to honor their obligations and confiscated the wealth of other nations which was held in their currencies, why should other countries be obliged to pay them back and to service their loans?

In any case, participation in the new economic system will not be constrained by the obligations in the old one.”

Here is an excellent article by Ellen Brown that explains the new economic order in terms even a layman can understand. Unlike the New World order, the world's financial system is trending toward a system that benefits all nations, including the United States, and will help to end the resource wars that have plagued the world for the last several decades.

A brilliant article written by Alasdair Macleod shows how the woke fools in DC have triggered the collapse of the dollar, and the entire Western financial system, with their sanctioning of Russia. Here are excerpts from the article, which can be found at This article is well worth the read.

We will look back at current events and realize that they marked the change from a dollar-based global economy underwritten by financial assets to commodity-backed currencies. We face a change from collateral being purely financial in nature to becoming commodity based. It is collateral that underwrites the whole financial system.

The ending of the financially based system is being hastened by geopolitical developments. The West is desperately trying to sanction Russia into economic submission, but is only succeeding in driving up energy, commodity, and food prices against itself. Central banks will have no option but to inflate their currencies to pay for it all. Russia is linking the ruble to commodity prices through a moving gold peg instead, and China has already demonstrated an understanding of the West’s inflationary game by having stockpiled commodities and essential grains for the last two years and allowed her currency to rise against the dollar.

China and Russia are not going down the path of the West’s inflating currencies. Instead, they are moving towards a sounder money strategy with the prospect of stable interest rates and prices while the West accelerates in the opposite direction.”

From the article cited above

Essentially, the Western fiat-money system is going to collapse if present trends continue. The Russian ruble is being backed by commodities such as oil, natural gas, and fertilizer, which Russia exports in abundance. The Chinese currency is also backed by commodities as China’s Belt and Road initiative has captured mines, ports, and farms all over the world.

What is the West doing?

Printing money. Money that is backed by NOTHING, and only exists on an electronic balance sheet. The idiots in DC rely on a fantasy called Modern Monetary Theory, which says (stupidly) that a nation can keep printing money with no financial harm to the economy. This is childish foolishness, which our high inflation is showing us in our stores and shops.

Printing money worked as long as the US had a robust manufacturing sector that produced valuable commodities. In the past, the dollar was essentially a commodity-backed currency. Not anymore. Our multinationals shipped our factories to China to take advantage of cheap labor.

Our fiat currency is supposedly backed by “the full faith and credit of the U.S. government.”

What does that mean? The productive capacity of U.S. workers.

But our working class has been decimated by unscientific lockdowns and insane vaccine mandates that have taken workers and their productive capacity OUT of the economy.

Congratulations, morons!

Macleod says,

Pure finance is being replaced with commodity finance.

It hasn’t hit the main-stream media yet, which is still reporting yesterday’s battle. But in March, the US Administration passed a death sentence on its own hegemony in a last desperate throw of the dollar dice. Not only did it misread the Russian situation with respect to its economy, but America mistakenly believed in its own power by sanctioning Russia and Putin’s oligarchs.It may have achieved a partial blockade on Russia’s export volumes, but compensation has come from higher unit prices, benefiting Russia, and costing the Western alliance.

The consequence is a final battle in the financial war which has been brewing for decades. You do not sanction the world’s most important source of energy exports and the marginal supplier of a wide range of commodities and raw materials, including grains and fertilizers, without damaging everyone but the intended target. Worse still, the intended target has in China an extremely powerful friend, with which Russia is a partner in the world’s largest economic bloc — the Shanghai Cooperation Organization — commanding a developing market of over 40% of the world’s population. That is the future, not the past: the past is Western wokery, punitive taxation, economies dominated by the state and its bureaucracy, anti-capitalistic socialism, and magic money trees to help pay for it all.”

From the article cited above


Printing money only goes so far. Until people realize that your dollar is worthless, and getting more worthless by the day as the Fed prints more and more money to fund our elites’ anti-democratic and anti-worker policies such as open borders, where more unskilled workers flood the zone, along with tons of fentanyl and other drugs that destroy our cities and communities.

Commodity-backed currencies – currencies backed by gold, oil, and other tangible assets – are based in reality. Fiat money – like the dollar and the euro – is backed only by the printing press. To see how commodity backed currencies are far more stable than fiat currencies, look at this graph:

Crude oil prices for fiat currencies and a commodity backed currency

In the graph, “goldgram” represents a currency backed by gold. It could easily be any other valuable commodity (like oil or liquid natural gas) or a basket of commodities. The graph doesn’t show it, but the price of oil in goldgrams has actually DECLINED since 1950! Even as it rises for fake, fiat currency like the dollar, the pound, and the euro.

Russia has tied the export of its natural resources to its currency, the ruble. Further sanctions will only strengthen the Russian currency and weaken the dollar. Because we produce little, and import most of our tangible goods from abroad, expect continued higher inflation as the dollar weakens against the currencies of Asia.

China, through its Belt and Road initiative, has secured vast mineral wealth throughout the world through its aggressive buying campaign. Its currency is effectively backed by commodities, as is Russia’s.  Moreover,

the Chinese have been prescient enough to accumulate stocks of grains. The result is that 20% of the world’s population has access to 70% of the word’s maize stocks, 60% of rice, 50% of wheat and 35% of soybeans. The other 80% of the world’s population will almost certainly face acute shortages this year as exports of grain and fertilizer from Ukraine/Russia effectively cease.”

From the article cited above

I saw a report yesterday that said the cost of fertilizer for American farmers has risen 300%. Think about that this fall when you go to the supermarket.

Our ignorant, stupid elites have destroyed the U.S. economy. Unless the people of this country wake up fast and kick these bums out, it’s only going to get worse.  But we can still turn it around! Get out and vote this fall.

We live in an age of universal deceit. That’s because the exposure of deceit is occurring as the collective consciousness of humanity becomes aware of the darkness and the sickness that is an inherent part of human society and human organizations. Nowhere was this more evident than during the confirmation hearings of Judge Ketanji Brown Jackson to the Supreme Court. 

This nomination was set to sail through the Senate Judiciary Committee and the full Senate confirmation vote. Then, on the first day of the hearings, Josh Hawley began to ask the nominee questions about her rulings in 7 horrific cases of pedophilia and child sexual abuse. Hawley (of course) was called a racist because he dared to question the judgment of a black woman. Nevertheless, the Republicans on the committee persisted in their questioning. This brought pedophilia and child abuse to the forefront of the confirmation hearings.

An eighth case was added to the discussions on the third day of the hearings. All of these cases involved the distribution and the viewing of – gulp – the rape, torture, and sexual abuse of young children and even babies.

God works in mysterious ways. What was a simple confirmation hearing to the Supreme Court has now turned into a conversation about human trafficking, child sexual abuse and torture, and pedophile networks. (Here is congresswoman Sheila Jackson Lee wearing a pedophile ring with a symbol that is in the official FBI database of pedophilia symbols).

Congresswoman Jackson-Lee in 2017

What we have heard about pedophilia and child abuse in these hearings is the tiniest tip of the iceberg. It is no coincidence that the corporate controlled news networks have barely mentioned the subject, and when they do, deflect back to accusations of racism and sexism for even questioning the nominee on this subject.

The abuse of babies and children is the sickest, darkest, evilest, the most terrifying, twisted, vile, and psychotic activity of the human race. Of all the terrible crimes humans commit against humans, the abuse of children is by far the worst. My hope is that these hearings will spark real investigations into the trans-national and national pedophile networks.

Hopefully, names will eventually be named and tribunals held to expose those who engage in these sick and twisted activities. The human race can never move forward into higher consciousness unless this evil is fully confronted and acknowledged. Human trafficking and those who engage in it is the most closely held secret on the planet, so the light will have to shine very brightly indeed to expose it.

As of this writing, the U.S. government is assisting in the trafficking of human beings at the U.S. southern border. US taxpayer money flows through the State Department, through USAID, and that money goes to NGOs (non-governmental organizations) that are literally advertising for and facilitating caravans of people into the US. Every person who comes to our border is trafficked by the Mexican drug cartels. The average price per person is several thousand dollars. Sexual abuse of women and girls is rampant. The federal government participates in these criminal activities by defunding the border patrol and removing COVID restrictions (Title 42) so that our border is just a swinging gate for millions of people from over 100 countries.

And to end this subject, a few words about the “Don’t say gay” bill passed by the Florida legislature and signed by Governor DeSantis. This maligned legislation is a parent’s rights bill. It says, “Classroom instruction by school personnel or third parties on sexual orientation or gender identity may not occur in kindergarten through grade 3 or in a manner that is not age appropriate or developmentally appropriate for students in accordance with state standards.” (Read it here, it’s 4 short pages.) This is simply common sense. The truth is simple: there is no reason to talk to young children about sex and sexuality unless you’re sexually grooming them. There is no reason to show little children books about the sexual act unless you are grooming them. The sexualization of children is the agenda of the Dark. A child’s innocence should never be willfully destroyed.

In a story by Jack DeMarco on April 5, 2022 from Yahoo News, “Operation ‘April Fools’ ends in arrest of 19 men seeking sex with children, deputies say,” Marion County Sheriff Billy Woods is quoted:

“A child’s innocence is something we should all strive to protect. I will continue to use all of my resources to hunt down these predators so they may never hurt a child.”

Amen, brother.

Tulsi Gabbard expresses the thoughts of informed persons on this bill:

“When I first heard about Florida’s Parental Rights bill, I was shocked it only protects children K-3. Third grade? How about 12th grade—or not at all. Meanwhile, schools are failing: 1 in 4 graduates are functionally illiterate. Parents should raise their kids, not the government.”

In Australia, Victorian MP Bernie Finn read out a letter from a constituent who shared a worksheet given to their 10-year-old daughter at school.

In quoting the letter, Finn said, "Part of her homework was to discuss his erections and ejaculation with her father. I find this very disturbing and sickening. I have complained to the school and was told it was just part of the curriculum. […] My daughter still plays with dolls and writes letters to the tooth fairy. There is no way any little girl should be told to ask these questions. Finn then turned on the Chamber and furiously added, "Well, so say all of us. What the hell is going on in this state when 10-year-old girls are told to go home and talk to their father about his erections and ejaculations? What the hell is going on here?! "How the hell are we supposed to protect our kids when this sort of perversion is in our schools?"

Yeah. If that isn't grooming children, I don't know what is. If you think this is only happening in Australia, think again.

God Works In Mysterious Ways

God does indeed work in mysterious ways.

For example, the misogynistic Taliban in Afghanistan have outlawed the growing of poppies and the distribution of narcotics in that country. If true, this will put a dent in the worldwide drugs trafficking networks.

Elon Musk has just bought a 9.2% share of twitter, making him the largest shareholder. Musk is also an elitist member of Klaus Schwab’s World Economic Forum, which wants to establish a worldwide totalitarian techno-state where all human beings have neural chips that can program our brains, and where all money is under the complete control of government. Yet Musk has also complained about Twitter censorship. Why did Musk become the largest Twitter shareholder? What will Musk do with his new toy? Will he try to eliminate the censorship that is rampant on Twitter? Perhaps. God works in mysterious ways.

Check this out:

Elon Musk free speech poll

Russia’s invasion of Ukraine was an inevitable result of regime change in 2014 during the EuroMaidan revolution in Ukraine, when Barack Obama sent the CIA to overthrow the elected government of President Viktor Yanukovych. The CIA felt that Yanukovych was too partial to Russia and Putin. So naturally, regime change was the solution! Now, sanctions against Putin have unexpectedly caused a revolution in the worldwide financial system, as the dollar is being weaponized against countries our corrupt elites don’t like. But that policy is backfiring. Other countries don’t like the way the US is devaluing its currency by printing trillions of dollars to cover its massive overspending. This crazy printing of dollars makes every investor in dollar-denominated securities worth less and less. The dollar is therefore being shunned, and is beginning to lose its reserve currency status. China, Russia, and India are talking about abandoning the dollar and the US-based SWIFT system for inter-bank transactions (this is how goods and services are paid for worldwide) and working out a new funds transfer system. The sanctions policy of the West is hurting the dollar and the euro, and supporting the ruble and the yuan, China’s currency. An example of the law of unintended consequences.

So – A seemingly unrelated regional conflict in Ukraine has been the impetus for the reworking of a corrupt financial system in which central banks simply print money, thus spreading inflation and hardship throughout the world like a pandemic. 

And finally, analysis of Pfizer’s own documents that describe clinical trials of their mRNA vaccines – documents which the drug maker tried to delay release of for 55 years ­– show over 1,200 deaths and thousands more severe adverse reactions. The latest information from the April tranche (Pfizer was ordered by a judge to release a certain number of pages of their internal COVID vaccine trials each month) shows that in February 2021, when the vaccine promotions were ramping up, Pfizer hired over 600 people to handle the documenting of an expected wave of adverse reactions to their vaccine for the following four months of March, April, May, and June 2021. Pfizer knew their vaccines caused adverse reactions and even death.

God works in mysterious ways: Pfizer’s own documentation of their vaccine trials are going to put Pfizer executives in jail, and lead to enormous lawsuits and the shorting of their stock, as investors flee the company.

All of these unintended consequences reminds me of the famous saying by Dr. Pangloss in Candide: “All is for the best in this best of all possible worlds.”

Spiritual War

A spiritual war is being fought for the souls and the minds of humanity. On one side is a perverted, dark set of persons who have turned away from their own light. The product of darkness is chaos, destruction, and death. On the other side are self-aware persons who embrace their divinity, and their connection to the Creative Source. The product of Light is peace, love, understanding, and creativity. The difference between the two is literally the difference between night and day.

The dark, like Hitler in WW 2, began their campaign too soon. People are waking up quickly now as more and more people see that the lockdowns, mask mandates, vaccine mandates, and the censorship of ideas are just tools for the destruction of democracy and freedom, and the establishment of a worldwide totalitarian state.

Light >>> Dark.