Company Secretary

​You are the CS at Twitter. Your CEO recently received a bid of $ 44 billion from Elon Musk.

Roll up your sleeves as a lot needs to be done!​

​

​LET'S BE A CS FOR THE DAY!

Multiple Choice

As the CS, what is your responsibility to the shareholders before the company goes ahead with the deal?

• Ensure the full board discusses the deal and votes for the decision

• Let the CEO take the decision

• Ensure that only the management makes the decision

• You take the decision for the company

​Ensure the full board discusses the deal and votes for the decision.

​The board is the representative of the shareholders/ investors.

Therefore, a CS should ensure that before making any important decision about the company, the board conducts meetings and takes a vote from all its members.

Multiple Choice

You called for a board meeting, the discussion was carried out and you took the notes of the meeting. After the board meeting, what would be your next move?

• Keep the notes of the meeting hidden

• Share meeting notes with all the shareholders

• Only share with the board members

• Only share with the CEO

​Share meeting notes with all the shareholders.

All the shareholders possess the right to know what discussion took place in the board meeting. Thus, as the CS, it's your responsibility to share the meeting notes ​with everyone.

Multiple Choice

The board has discussed the deal and it's time for the members to vote.

What would you ensure before voting takes place?

• The majority of the board members are present for the voting and the decision that gets the maximum votes wins

• Only the management votes for the decision

• All the members vote but the decision supported by CEO's vote wins

• All the shareholders are asked to vote and the decision that gets maximum votes wins

​The majority of the board members are present for the voting and the decision that gets the maximum votes wins.

​The decisions made in a company are not just dependent on the will of the CEO or the management. Also, It is extremely tiresome to take votes of all the shareholders, therefore a board is selected for the company. Thus, as the CS, you need to ensure that maximum board members are present during the voting process and the decision favored by the majority is selected.

Multiple Choice

The board has decided to go ahead with the deal. What process would you follow to initiate the deal?

• CEO will call Elon Musk and accept the offer

• CEO will send an official email to Elon Musk and initiate a discussion on terms and conditions

• Board Members will call Elon Musk

• You will talk to Elon Musk and close the deal

CEO will send an official email to Elon Musk and initiate a discussion on terms and conditions.​

​Whenever a deal is initiated, it's important to have a formal conversation between the two parties over mail or in person. Thus, calling Elon Musk is not an option.

The CEO is a representative of the board, therefore, he should be the one mailing Elon Musk​ about the terms and conditions of the deal.

​

Multiple Choice

CEO has asked you to make sure that we are prepared with terms and conditions for the deal. What terms and conditions would you prepare?

• Elon Musk will have to pay Twitter a fee of $1 billion if he terminates the deal midway

• The deal could be terminated if not closed by the set deadline

• Musk can Tweet about the merger but his tweets shouldn't be disrespectful to Twitter

• All of these

​All of these.

​In reality, Parag Aggrawal, the CEO of Twitter, included the following terms and conditions in the agreement:

1. To accommodate the loss incurred by Twitter, if the deal is not successful, Musk will have to pay a termination fee of $1billion

2. Putting a deadline on the closure of the deal would ensure that there is no unnecessary delay.

3. Putting a condition for what Elon Musk can tweet about the deal, would ensure that Musk doesn't tweet anything that might defame Twitter.

​Well done!

You have secured a great deal for Twitter. Kudos to your hard work!​

In reality, the board of Twitter has agreed to a $44bn takeover offer from the billionaire Elon Musk.

​

Poll

Would you like to become a CS as a professional?

• YES

• MAYBE

• NO

Poll

On a scale of 1-5 (1 being the lowest and 5 highest), how much would you rate this challenge on fun and learning?

• 1

• 2

• 3

• 4

• 5

Open Ended

What changes would you suggest for this challenge?