>> from the heart of weight innovation, money and power collide, in silicon valley and beyond, this is "bloomberg technology" with emily chang. emily: i'm emily chang in san francisco and this is "bloomberg technology" coming up in the next hour twitter boards mounts a poison pill defense against elon musk while musk continues to taunt them, pointing out that

without jack dorsey board members own almost no shares. and if not for me they would not get a seller. all the details on if this is a hostile takeover. an inside look at a factory in illinois. and see how the ev maker is trying to combat the chip crisis. it is expected to be the busiest wedding season in decades. we'll chat with the ceo of the runway about hollow those i do' -- how all of those i do's could be big business. he sent a tweet, three words "love me tender." he could've been listening to the elvis presley song or could it be a reference to potential tender offer to twitter shareholders for control of the company? friday twitter board shows the poison pill defense invoking a provision that would make it harder for musk to acquire more shares and dilute his stake. ed ludlow here to break it all down. what is the latest? ed: twist and turns. the 7.5% gain in shares on

monday is the biggest jump since april 4 since elon musk stake in twitter was first disclosed. the broad psychology is that we are moving towards an outcome that is more favorable to shareholders. talk about the poison pill defense. twitter can issue new shares investors can buy at a discount apart from musk. anyone trying to acquire a stake greater than 50% in the company. coming across a bloomberg terminal, this is the other side. we're trading around $45 a share. that is the blue line. that' -- the blue line is the average analyst twelve-month price target. and that green dot on the right side is the $54.20 offer that musk has on the table. musk has been tweeting for three days about how the board has a duty to the shareholders to consider his bid.

the other side is they have a fiduciary duty to get the best offer which is so far away from $73 a share. so some consideration. final point. two names top of the list for fidelity platform right now. retail investors are buying into tesla and twitter. it is interesting, how many tweets have musk sent? some of the school of thought is he's trying to get momentum behind a movement, just like he did with tesla getting retail investors on board. is he trying to get retail investors on board with twitter as well? emily: ed, thank you. could musk team up with someone else to make a twitter dream a reality? bloomberg intelligence adjust musk will partner with oracle and a private equity that includes to combat the poison pill bar raising the bid to about $50 billion. the wall street journal is reporting apollo global is also considering joining in. max, joins us now.

if elon looks wants to do this, what does he have to pull off, what does he have to pull together in this moment? max: you have a couple of issues. one of which is elon musk has a huge twitter following. he is able to move market spared on the other hand, in order to pull together some sort of consortium you have to convince a bunch of other rich guys, larry ellison or whoever, that they will have to sign up for this wild ride. one of the ways that elon musk has distinct wished himself is buying the most risk happy of anyone. so it is a little bit hard to imagine who comes together and that consortium and if they're willing to go for it. emily: as someone who is interviewed elon musk many times over the last couple decades, max, what is your sense of how serious he is about this, and marshaling the amount of capital he would need to pull this off. or do you think he is just messing with investors? max: well, i think with musk it

is always a little bit of both. if anyone watched the interview that he did last week at the te d conference, you saw he had not thought through a bunch of the kind of crucial aspects of what this transaction was be. on the other hand, elon musk is an incredible marketer, somebody who likes to go where the trends are pushing him. so, you could sort of see a situation where he almost, i don't want to say accidentally winds up buying twitter but where he gets carried away by events. i think, if you are tesla shareholder, the best thing that could happen here would be for musk to not be able to buy twitter but being able to have a huge cultural moment and not get blamed. when the deal falls apart emily: elon musk potentially ending up owning twitter by accident. that is an interesting thought. as always, good to have you. many questions remain about how exactly musk wants to change

twitter. but he has made it clear he wanted it to look and sound more like a free-speech town square. here is what he had to say during a ted talk last week. >> for, that would be inclusive arena for free speech where --- >> whoo! >> yeah. twitter has become the de facto town square. so, it's really important that people have to, have the reality and the perception that they are able to speak freely within the bounds of the law. emily: we are joined by teddy goff, co-founder precision, a leading strategy and marketing agency. and the former digital campaign manager for president obama. do you think this is a fight over free-speech or something else? >> well, i think it is largely a

fight over power. what i mean by that is, you know, everybody understands this is not exactly a matter of free speech in the sense that nobody is being thrown into prison for anything that they tweet. the important thing to keep in mind is twitter and all of the social platforms are driven by algorithms that determine the likelihood of you seeing that post when you log in. the question of who writes those algorithms is really the -- it is not a matter so much of free speech. most people have the right to tweet whatever it is that they want. it is a question of, which posts get promotion and wind up in the feeds of millions of people and which ones won't. the view of musk, and this is validated by the fact that donald trump got kicked off twitter, that supports his point, is that these algorithms are written in a way that sort of effectively censor conservatives, even those who are not kicked off the platform -- feel like they are shadow

banned, or someone on the scale preventing them. so, i think the question of how these things are written, to get transparency into how these things are written and ultimately -- which tweets go viral is consequential paradise think that is what this is about. emily: there is also the question about whether a free-speech town square can really exist on the internet or anywhere. the sanford internet observatory wrote in "the atlantic." "it may simply be that when networks grow past a certain size, they become un manageable." do you think twitter has ever really been a public town square? ted: well, no, because of this reason of algorithms. a public town square, you can shout whatever it is you want to shout and the people around you are going to hear it. on twitter, the whole idea of

the platform is your tweet can go out to millions of people who did not make the choice of following you just because it gets, it starts taking off and on the algorithm boosts it into feeds all around the world. it is fundamentally unlike a town square where you are sort of, what -- your reach is limited by the volume of your voice. that is not the case on twitter. i do agree these platforms have become ungovernable. if you just look at the empirical reality, both democrats and republicans are limited on twitter. republicans are limited on trump. the democrats think that twitter is the reason that trump and his allies moved to the palooka mainstream in the first place. the same thing happens our -- arguably more caustically over facebook it these platforms play a huge role in the discourse of the country. twitter, because even though it is smaller than facebook by

numbers, it has a disproportionate share of journalist spending all day there. things make their way from twitter into the nightly news and local news and the daily papers all around the country. and it is obviously the case that these questions are fundamentally political. and the way these platforms have navigated these questions has obviously alienated both sides. emily: yet twitter is a private company. matt winkler has been talking about how when it comes to driving pure revenue growth, elon musk has no equal. revenue has grown 260 times in the last decade. sales last year up 71%. the workforce has tripled five times since 2016. what politician would not dream of that much job creation? does that matter? teddy: well, look, there are whole bunch of questions here that are kind of all intersecting in the sort of strange question of is elon musk going to buy twitter?

there is economic question. it may or may not be good for twitter shareholders if he takes over. there is the sort of the moral and cultural question of speech and the palooka question of which part of this helps and which party this hurt and how it winds up playing out? not just in the u.s., but all around the world. the cr dynamics - the core dynamics that we see, companies happen to be based in america and that is why i love that the conversation is happening as a lot of the conversation is happening in america. we have research right-wing parties that have become popular on twitter. so, i think there is a lot of questions here. there is also a thunderstorm behind me. but, you know, i think obviously the ultimate yes/no/does this happen will be played out by wall street and on the sec? emily: so, the question is, you know, should, if as you say twitter is ungovernable or may be ungovernable, what should

happen? it is a private company. is elon musk the answer? if not elon musk, is it a public utility? is it something else? teddy: i personally think it is probably not elon musk. there has been a lot of, a lot of people mainly elon musk allies and support the past couple days saying, look at uber. look at the washington post -- and look at bloomberg. the washington post bought by jeff bezos. there is a big difference between this model and what elon musk is proposing. bloomberg and bezos do not march into the editorial board rooms at bloomberg media and at the washington post and demand a change in coverage. they pledged not to. musk has essentially placed to alter the way information is shared and disseminated on twitter. so, there is a question of media consolidation and he is not the first billionaire to get into

the media ownership game but he is the first we've -- to do so with the next -- an agenda behind that and that agenda is not the sustainment of media or public information. it has got a political bent to it. so, whether twitter or other platforms ought to be regular did as public utilities or not, i think, you know, to me, it is concerning that one individual, by the way, could become a you know i am a democrat, one in individual could only's companies for the express purpose of changing the terms of service and the algorithm works, which again is ultimately about who controls the discourse and are the sort of, positions able to be able to disseminated in mainstream to millions and millions of people and what that does to our politics. he's obsolete got an agenda in that sense. i think his agenda is it might be aligned with the shareholders

but it is probably not aligned for the public good. emily: it remains to be seen exactly what his agenda is. teddy goof, always good to have you back here on the show. coming up, elon musk hinting at a hostile takeover, but will really happen? we have a conversation with professor curtis millhouse about why this particular takeover attempt might matter more than the many others that have come before it. this is bloomberg. ♪

emily: elon musk said he made a final offer for twitter at $43 billion and is now hinting at

hostile takeover that would involve a tender offer back by other investors. i want to bring in curtis millhouse, stanford law cool professor -- law school professor and talk about what is notable about this potentially hostile takeover. professor milhaupt, you have studied hostile takeovers all over the world. what makes how this is evolving different from what you have seen before? dr. milhaupt well, i think in terms of the actual offer itself, this is so far playing out according to the standard playbook in the united states of an unsolicited bid for a public company followed by the target company's management adopting defensive measures. so far nothing so special but when you think about the company, the target her,e the social media company, this is quite unique. it takes up on the conversations we are having with your previous guest about who gets to control public discourse and the form of

these platforms. i think that is very distant of. -- distinct if. many social media companies have adopted dual class structures meaning the founders retain control of the enterprise by ownership of stock with super voting rights. twitter did not do that. and now we're seeing one of the potential consequences of an unsolicited bid for the company. so, it raises a lot of fascinating, new questions we have not seen before. emily: i t's interesting given how criticize the dual class share class has been a facebook, at google in terms of giving those founders too much power. how likely is it that twitter's poison pill defense will actually work? dr. milhaupt: well, so, the board has instituted the poison pill without shareholder approval which is the duty of the -- the beauty of the poison

pill, unlike defensive measures in other parts of the world. in the u.k. and europe or in japan. where shareholders would have to approve the defensive measure. in the united states, it is not required. they will have to answer ultimately to the shareholders. they cannot simply sit behind the poison pill. they will have to testify why not letting elon musk's tender offer gort-4 it is in the best interest of the corporation -- go forward is not in the best interest of the corporation. this made momentum towards a movement of adoption of dual class capitalization structures, there is considerable momentum around this. many of the ipo's in recent years have been found or controlled dual class structures. i think other founders out ther e who are coming to the pipeline are going to be looking at this and asking themselves whether they want to someday be faced with the situation that the twitter board is and

probably concluding, no, we do not. so, i think this is going to lend momentum to the controversy over dual class. and the question over whether is this actually in the best interest of society because these founders can be insulated from short-term market pressures, or does this just reinforced having a small number of extraordinarily wealthy people controlling these incredibly important companies? emily: we are looking at a graph of the amount of followers that musk has on twitter, about a third of the daily active users on twitter overall. a third. a third. of twitter daily active users. how does that change the question here, quickly? does that make this, you know, more unfair? or un, gosh, i don't know what the word is print there is something different dr. milhaupt: well, i think

going back to the conversation had with the previous guest. we live in a capitalist society. this is a for-profit firm. the board of directors of twitter is charged with doing the -- what is in the best financial interest of the shareholders and yet we have a corporation that is in a normally power and influential in public discourse and political discourse of specific. that is a very unique situation. and i think that the way this plays out is going to have ramifications in washington, of course, and elsewhere because this is not just a garden-variety hostile takeover. emily: curtis milhaupt, thank you for sharing your perspective with us today. coming up, an inside look at a factory in illinois at how the company is fighting the chip crisis. that is next. this is bloomberg. ♪

emily: shares of rivian lower today. the electrical vehicle maker has been hampered by the global chip crisis but is trying to ramp up output. ed ludlow's toured the company's factory in illinois. ed: productions ramping up at rivian's 3.3 million square-foot ev vector, building three different vehicles and it is not easy-going. >> our biggest challenge today, really resides around the supply chain. it is a small subset of the vehicle which we do have a constraint basis. it's limiting the overall output for production. ed: a big part of the problem -- seleka semiconductor. the plant is split up with two body lines and two separate assembly lines. one i s dedicated to consumer products. rivian has focused on is factor electric pickup but is also working on the small volume suv. the other body in general summary lines are -- assembly

lines are building an electronic delivery van for amazon. >> battery packs, drive units, architecture, electronics and the perception stacks is what fuels this to go quickly. ed: we got a behind the scenes look at the plant were 5200 workers work alongside hundreds of highly automated robotic arms. sheet metal and aluminum are brought in as coils. stamps shape the panels. the body shop fuses all of the structural parts together using advanced welding techniques. then it is to a high-tech paint shop or multiple coats are applied. next we are off to the general assembly where the top half is married with the skateboard, the motors and battery packs and tele-matics. everything from doors and windshields to the steering wheel to the steering wheel and entertainment systems are added. after final quality checks, it is off to the lot.

rivian forecast that will build 25,000 ev's this year, across the two consumer models and 10,000 vans for amazon. despite the challenges, the production rate is improving. >> it is incredibly exciting to see records being set in terms of daily outputs or the production rate being set almost on a daily basis. ed to meet the demand long-term:, rivian plans a second plant in georgia and hopes lessons learned in illinois will help it hit the ground running. ed ludlow, bloomberg news in normal, illinois. emily: ed ludlow there. gaulludette i s getting the commencement speech of a stream. tim cook delivered -- agree to deliver the speech. an american sign language he describes how blown away he was by apples original movie "coda

." cook will speak on friday, may 13. how many shares does musk own, and how much does it matter? our next gust says that musk needs to put his money where his mouth is if he's serious. that is all next. this is bloomberg. ♪

emily: welcome back. let's get back elon musk try to buy twitter. the world's richest man tweeting that if he acquires twitter, the board's salary would be zero dollars. for more on the twists and turns, ed ludlow is back with us. ed: he has been digging at this idea of fighter sherry duty --

fiduciary duty. we're looking at the gain on monday, the biggest jump since april 4 when his stake was first disclosed. his additional point is, the board is not fulfilling their fighter sherry duty, and also don't have the same vested interest as shareholders. he keeps poking at the number of shares and volume the board has. if you strip out jack dorsey, he is saying they can't have economic interests aligned because they own -- i had a few hours of free time today to crunch the numbers. emily: thank you, ed. ed: even negligible volumes of shares that each board member has, most on the board are paid a salary for what is a part-time job. $200,000 to $300,000.

even in the case of -- 0.02% of the flow. he keeps hammering this idea of the best interest of shareholders, and because they don't hold that much stock, they are not aligned. emily: they still have jack dorsey on the board who has almost a 3% stake until may. i want to continue this conversation. i am joined by andy friedman. how much is a matter that the board members don't own a large number of shares? andy: thanks for having me on. it is not too unusual, and outline of arguing is not going

to get musk very far. the board is protected by broadly way in the business judgment rule. when you have a company and board like twitter which i view is highly defended, a staunch defendant profile, looking at 100 or so public companies to assess the pathways to a hostile bid, twitter has a classified board structure. they're looking to declassify, but that's a two to three year plan. they are protected in the way that they have roughly one third of their board up for election, and that number this year is two directors. you need majority control to force through a hostile bid like musk's. when you think about twitter's

profile, shareholders cannot call special meetings, can't act by consent, can't remove directors without cause. he needs to find a way to give shareholders a voice. we have been hearing that through his twitter feed, and he has a strategy and we will see if he employs it. emily: let's talk about that. if he wants to get this done, what does he need to do? andy: in my view, it's a 1-2 points. he launches a hostile tender offer, why not wednesday? combine that simultaneously with launching a proxy strategy, and out-of-the-box strategy. it's called a withhold proxy fight. he missed the boat on nominating for this year, that ship sailed in late february. what he can do is run a

full-blown proxy fight seeking to ensure those two directors do not get a majority of the votes cast at the annual meeting. what it does is it gives him a platform for a shareholder referendum on his offer. he uses those directors in the firing line and puts the full weight of the pressure on their election in order to try to prevent them from receiving the votes they need to be elected. emily: that wouldemily: be the way shareholders can have a voice. with this require more punches? andy: the way the board is situated and heavily guarded, the board right now is sitting there at the death star with a force field protection. if the board wants to sit back,

they can do just that. but, that is not to say musk can't mount pressure and he can do it through this withhold strategy. that's a small bite at the apple. in my view, the big bite comes next year at the annual meeting. even though the factor majority control won't be up, you have four directors out of 10 up in 2023, with two of them being biggies. the ceo and chairman. you can get effective control in 2023. nobody wants to wait that long, but you start to chip away. keep the pressure on, run the proxy fight, build and mobilize the withhold strategy to reject the two directors and see where that gets you. maybe it's enough to move the needle and the board knows they will face the music. emily: quickly, what are the odds?

andy: he does not shy away from anything. i give him pretty good odds. i think he is going to bring it, he is going to bring the full weight to bear on the proxy strategy. he is going to launch the tender. we will see what the wherewithal is of this board. i have a feeling, we saw a director two days after musk surfaced with the letter agreement, robert announced he would not be standing for election this year. that shows you there could be some discord and disagreement in the board room. if he keeps the pressure on, takes the gloves off, i give them a fighting chance. emily: love the metaphors, the gloves to the death star. andy.

thank you so much. the trial date was set for those tesla investors suing over the 2018 go private tweet that elon musk 20 all those years ago. still making waves. that trial set for january 17th, early next year. coming up, will we see a crypto-based social network, or is it too early? we will talk about that more and discuss all things crypto. that is next, this is bloomberg. ♪

emily: crypto market swings continue. digital assets tumbling. our crypto contributor is here with more. reporter: we did see cryptocurrencies drop, bitcoin dropped, but on the other hand, we are seeing it rebound. above $40,000. really volatile, but the question is twofold. what is the next catalyst to help push bitcoin higher? right now, it is staying within this tight range. the second question is, can a get lower? some strategists believe it can get significantly lower, down to the $30,000 level. the question is, who is right? to what extent does this depend on other factors as risk aversion is more volatile.

emily: thanks so much. stay with us. our next topic is crypto communication, the subject of much discussion with elon musk trying to buy twitter. to talk about that and more, i want to bring in mercedes. as we know, there is a huge crypto community on twitter. i am curious what you think musk attempting a hostile takeover, what it could mean for the crypto community. guest: the crypto community is extremely fond of elon musk, and i think if you were to become more involved in the community, there has been speculation there will be a decentralized

platform, a lot of talk about what type of speech would be allowed. >> so much of the conversation has been around payments, investing. twitter does allow for some of this through the lightning network. how does social media and commerce start to merge? guest: this is one of the big areas that has not been not fully realized, the social network entirely crypto-native. there are a couple of different ways it can come about. messaging, a crypto-native messaging solution, whether that happens during and investing -- and investing network or separate, there are players saying, how do you message someone that has a wallet that you can see? you may share some affinities or

identities, but no way to contact them. there needs to be a core messaging layer to solve this. emily: talk to us about was happening on the consumer front when it comes to cryptocurrency. we hear so much about nft is, for so many people it is bitcoin or not, what are the trends that are going to define the consumer side of the market? mercedes: one of the big areas, a new type of entity where people form around it interest or purpose, ukraine, climate, focused on sports. we think these organizations are going to be a popular way for

people to collectively organize and act together on the interest areas we care about. i think dow's needed discovery and aggregation layer to say here are these interest areas, you can find them and participate in these communities with tokens and put your money where your mouth is. you might see dao's replacing facebook groups. reporter: it's fascinating, what other applications do you see taking off? we have seen fundraising for ukraine, investing, nft's. what is the next phase? mercedes: great question. i wish i had a crystal ball. we will see people say we are interested in these collective actions, investment clubs, we're

seeing companies putting together groups and saying, you can invest together. i am a venture capitalist, but it might be an alternative to funding, angel list, that was a big one. emily: so much to watch. partner at lightspeed venture partners, thank you for joining us. coming out. the year of the wedding. we will chat with rent the runway ceo about whether the post-pandemic wedding boom can turn their share price around. that is next. this is bloomberg. ♪

>> she is amazing. emily: andy:

we are on the cusp of one of the emily:. rent the one right -- runway salt revenue grow and the company still reported a net loss. it was narrower than expected. joining me now is the ceo, great to have you back with us. you have been telling the story since rent the runway went public, and unfortunately it seems like many investors are not buying it. shares down more than 70% since the ipo. why do you think that is? guest: first of all, we are so proud of our q4 results. i think 2021 show the resilience of our business model. we are entering -- emily: let's talk about the boom

for weddings. what kind of an impact do you think that will have on the business? guest: we have seen people come to rent the runway to convert them to an everyday subscriber. the growth fills our business not only for 2022 and gave guidance but also builds our customer funnel for years to come. this is incredible for our business all around. emily: that said, you have investors up there who think costs are too high, that it will be difficult to turn a profit. what is the strategy? guest: we addressed profitability, we can get there

with the cash we currently have. we have 300,000 subscribers, positive free cash flow, we are giving a target, and as you can see, the gross margins and cash flow margins are growing quarter over quarter, and has -- as revenue is growing and returning to the business, we have operating leverage. this is a business with fixed costs, we build that off for a subscriber base that can be much larger, and you will see it the much larger this year. emily: is address for five weddings this year enough to convert those users into long-term paying subscribers? guest: 50% of our subscribers are former customers. we have done a great job historically at converting those

one-time renters into subscribers. we're doing a more sophisticated job this year as positioning subscriptions from the get-go as a cost-efficient way to get dressed for multiple events. we know it's not just the 2.6 million weddings, that means 2.6 million rehearsal dinners. we are really trying to leverage the momentum in the macroenvironment to show people there is a better way. remember that the cost of clothing has gone up year-over-year which means the value proposition of renting becomes even higher. emily: could this be temporary? what happens next year if it's not a wedding bonanza? guest: our business is built on way more than just parties. 75% of how people rent is for their everyday lives, going to work, casual occasions.

all rents the runway needs is an environment where we are not sheltered at home. we are so encouraged by the macroenvironment where people are returning to normal, what weddings are this year are an accelerant that will bring new customer awareness into the van -- brand and we can convert them for many years to come. emily: how our conversations with investors going? now that you have to answer to these public markets instead of venture capitalist, what do you think it is they still don't appreciate? guest: i think we have had a lot less time to educate the investor market than we did in the private markets. we only went public in q4. this year is going to be a year where we can show progression in margins, strong revenue growth,

strong guidance against q1 and the full year. it's all about building a track record. we do not expect things to change overnight, we want people to watch us, be engaged, and we are excited to show people what we can do. emily: do you think the share price is going to turn around? guest: i think it will. emily: paints the picture for the next year. guest: the picture for the next year's we will have a revenue base that enables us to drive the business towards profitability, we will continue to make the right choices to build the business for the long term, which means increasing subscriber engagements, brings customers into the brand, making it easier to find clothing that fits you. i think this is the beginning of the next chapter of our business. i'm excited to outline this very

clear path to profitability. emily: quickly, how concerned are you about inflation? guest: inflation is a competitive advantage for us. the more expensive stuff gets, the more the financial value proposition of renting makes sense. emily: the ceo of rent the runway, thank you as always for stopping by. that does it for this edition of "bloomberg technology." all week we are breaking down big tech earnings, netflix tomorrow. andre swanson will be joining us to discuss. don't forget to check out our new podcast, find it on the terminal, apple, spotify, wherever you get your podcasts. i'm emily chang in san francisco. this is bloomberg. ♪

haidi: good morning. we are counting down to asia's major market open. shery: the top stories this hour, the world bank slices global growth forecast and analysis a $170 billion crisis fund -- and announces a $170 billion crisis fund. haidi: the central bank needs to mov