>>> An agent of Elons buys 15% of the stock triggering the poison pill.... The agent declares publicly he is not an agent...
>> I'm guessing that would be some kind of fraud or at least a securities law violation.
> It's not law therefore finding creative ways to go around that poison pill would not violate any laws.
They would if those "creative ways" where themselves violations of the law. The issue isn't subverting the poison pill, it's the lying and secret coordination.
> 1a : deceit, trickery specifically : intentional perversion of truth in order to induce another to part with something of value or to surrender a legal right was accused of credit card fraud
> 1b : an act of deceiving or misrepresenting : trick automobile insurance frauds
As we all know, Webster dictionary is all you need to know to pass a bar exam.
In your hypothetical example, the agent doesn't have to say anything.
If Larry Ellison buys 15% of Twitter as a favor to his buddy Musk, he is under no obligation to publicly state anything. All he has to do is to disclose any stake bigger than 5%, as per SEC rules.
Twitter board has no power to question Ellison on his motivation.
They can either trigger the poison pill or not.
If they try to include Musk as part of the poison pill, they'll be sued by Musk and the burden of proof will be on Twitter board to demonstrate that Ellison is in cahoots with Musk.
And when you're in front of a judge and the jury, it's a bit more complicated than "because I said so".
Right, but the method of averting the poison pill described above would likely violate securities laws around coordinated behavior between market participants.
It's not law therefore finding creative ways to go around that poison pill would not violate any laws.