Web Excursions 2022-05-18

Elon Musk Does Not Care About Spam Bots

• 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

How Hard Disks Get Slower as They Fill Up

• 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.

The Slim Hope of Recovery

• 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.”