Web Excursions 2022-05-18
Yesterday [Musk] announced that he does not want to buy Twitter because of the spam bots
it is important to be clear here that Musk is lying.
The spam bots are not why he is backing away from the deal,
as you can tell from the fact that the spam bots are why he did the deal
More important, nothing has changed about the bot problem since Musk signed the merger agreement.
What has happened in the last three weeks? Well, the prices of tech stocks have gone down, making the $54.20 price that Musk agreed to look a bit rich.
But that is very clearly not allowed by the merger agreement that he signed:
Public-company merger agreements allocate broad market risk to the buyer,
and he can’t get out just because stocks went down.
So he is pretending that he wants to reprice the deal for other reasons.
He is not pretending very hard — the poop emoji is not going to hold up in court! —
but he’s doing enough to confuse the public and give his fans a pretext to believe that he is really the victim here.
An agreement with Elon Musk is worthless, as Twitter has learned over and over again.
If he walks away and Twitter sues for damages,
it can’t get more than $1 billion, or about $1.30 per share,
which is nowhere close to enough to compensate for losing this deal.
The agreement does, however, allow Twitter to sue for specific performance
On the one hand, Musk’s lawlessness and bad faith will probably annoy a judge and make her more likely to specifically enforce the merger agreement.
On the other hand, Musk’s lawlessness and bad faith might worry a Delaware judge and make her less likely to specifically enforce the merger agreement.
the fairest consequence for all of this might be for Twitter to kick him off Twitter (they run Twitter! they can do that!), but I bet they won’t.
So arguably Twitter’s best option is to do nothing: Let Musk tweet, ignore him, and continue acting as though everything is normal and the deal is going to close.
Don’t give him any more pretexts to walk away, just keep trying to get regulatory and shareholder approvals,
and then come to him ready to close and see how serious he is about all of this.
The merger proxy
In that vein, this morning Twitter calmly filed the preliminary proxy statement for its deal with Musk, a key step toward getting shareholder approval.
In general, the most interesting part of a merger proxy is the “Background of the Merger” section,
which describes in detail how the deal was negotiated and what the board of directors was thinking, and that is true here.
One fun thing to do with this proxy is to go through it and count how many times Musk violated US securities laws in his efforts to buy Twitter
the board called big Twitter shareholders and seems to have gotten a pretty clear message of “just take the deal”: Twitter stockholders generally
(1) expressed that Twitter has much opportunity, but indicated a perceived failure of historical execution;
(2) expressed understanding there has been recent management change and openness to a stand-alone plan to give them confidence in the long term; and
(3) encouraged the Twitter Board to seriously consider Mr. Musk’s proposal and weigh the risks of future execution.
The board also heard from its financial advisers that $54.20 was pretty good.
(In hindsight, tech stocks fell after they signed the deal, and it looks even better.)
The proxy summarizes the fairness opinions of Twitter's advisers at Goldman Sachs Group Inc.
and JPMorgan Chase & Co., which included, for instance, discounted cash flow valuations of $36.50 (the bottom of JPMorgan’s range) to $60.90 (the top of Goldman’s).
The proxy also includes Twitter’s management financial projections for the next few years,
which included growing revenue from $5.9 billion in 2022 to $12.9 billion in 2027, and growing unlevered free cash flow from $561 million to $3.7 billion.
(Musk’s own pitch to co-investors in his Twitter buyout projected revenue of $26.4 billion and free cash flow of $9.4 billion by 2028, so I guess he is more ambitious.)
The board did not contact other potential buyers, on the theory that Mr. Musk’s acquisition proposal had been publicly disclosed
In doing this they were — or at least, the merger proxy now says they were — properly focused on making sure that Musk was actually committed to closing the deal
it takes a shorter time for sectors at the periphery of the disk to pass under the heads than for those closer to the centre of the platter.
The result is that read and write performance also varies according to where files are stored on the disk: they’re faster the further they are from the centre.
You can use this to your advantage.
Although you don’t control exactly where file data is stored on a hard disk, you can influence that.
Disks normally fill with data from the periphery inwards, so files written first to an otherwise empty disk will normally be written and read faster.
If you can’t do that, you can divide the disk into two or more partitions (in APFS, containers),
as the first will normally be allocated space on the disk nearest the periphery,
so read and write faster than later partitions,
which will be allocated slower space closer to the centre.
Apple Platform Security Guide is mandatory reading for all advanced Mac Users,
and the only way we get to learn about important details of macOS, iCloud, and much else.
Its annual revision was published late last week, inappropriately on Friday 13th.
an important change in M1 recoveryOS with external boot disks.
how the two architectures handle booting from external disks is quite different.
From the outset T2 Macs don’t really want to do that, and you have to enable it using Startup Security Utility in Recovery Mode.
M1 series Macs are more accommodating, and have an elaborate system of LocalPolicy to enable them to boot from external disks without that hassle.
This has changed from Big Sur to Monterey, as reflected in new instructions included in this latest edition of the Guide.
This comes about because M1 Recovery has changed too.
In Big Sur, whenever you boot into primary recoveryOS, that uses a dedicated container on the internal SSD.
In Monterey, primary recoveryOS is now a paired volume in the current boot volume group, much as it is in all Intel Macs.
There’s an important addition which could explain why some users have had problems with external boot disks in Monterey.
“To boot into a paired recoveryOS for any macOS installation, that installation needs to be selected as the default,
which is done using Startup Disk in System Preferences or by starting any recoveryOS and holding Option while selecting a volume.”
First, the Startup Disk pane on M1 series Macs is identical in appearance and function to that on Intel Macs.
Nowhere is there any mention of making that boot disk “the default”.
you have to select the boot disk icon first, then hold the Option key until the button below it changes to Always Use.
That procedure has puzzled some of us since it first appeared in Big Sur,
as we couldn’t understand the difference between always using a boot volume group, and restarting using it.
As far as the user is concerned, the effect is identical, and the same as when used on an Intel Mac.
In the main Recovery menu, you’ll see another option in the Apple menu there, the command Startup Disk…,
which displays a dialog not unlike that in the Startup Disk pane in regular macOS,
which has a different button labelled simply Restart
The importance of this is that, if you don’t boot correctly from the paired recoveryOS for the boot volume group whose boot security you want to change,
any changes made in Startup Security Utility may not take properly.
The only other place that I’ve found any reference to this is, as you’d expect, in
man bputil, where it states:
“Every installation of macOS 12 is paired to a recoveryOS stored on the corresponding APFS volume group.
If a macOS 12 installation is selected to boot by default, then its paired recoveryOS will be booted by holding down the power key at boot time.
The paired recoveryOS can downgrade security settings for the paired macOS installation, but not any other macOS installation.”