Twitter enacted a “poison pill” plan yesterday to thwart Elon Musk’s hostile takeover bid. The goal of the “shareholder rights plan,” as it’s formally called, is to make it Gatsby-level extravagant for Musk to purchase Twitter. One securities expert told the NYT that “it would be financially ruinous, even for him.”

What is a poison pill?

Named after the pills that spies would take when they were captured, the strategy works like so: A company intentionally dilutes its share value by offering its shareholders (except the acquiring hopeful) the opportunity to buy more at a discounted rate. The point? Make the company a less attractive, or downright financially infeasible, acquisition target.

Netflix and Papa John’s have successfully used the tactic in the past to prevent investor Carl Icahn and Papa John’s founder John Schnatter, respectively, from assuming control. The specifics of poison pill plans vary, but Twitter’s would play out like this:

• When any one shareholder owns more than 15% of Twitter, all the other shareholders will get the chance to buy shares at a discounted rate.
• As stockholders splurge on shares like they’re half-off Reformation dresses, the shares get diluted, so the 15% shareholder has to buy more to maintain their stake—let alone exceed it.

Musk currently owns a 9.2% stake of Twitter, and has proposed to buy the rest at $54.20 per share. But if and when Musk hits that 15% stake outlined in Twitter’s plan, his total bid will go through the roof.

That doesn’t mean no one can buy Twitter

They just can’t reasonably buy it in a hostile manner by snatching up shares on the open market. Instead, any acquisition has to be approved by Twitter’s board…a provision Musk has vocally opposed.

• Yesterday, he asked his Twitter followers whether his buyout offer should be decided by “shareholders, not the board.” 83.5% said yes.

Bottom line: Twitter’s poison pill plan is a strong defense against Musk’s takeover, but expect him to fight back (and tweet about it) in the coming days and weeks. Excited for the next season of Keeping up with Elon Musk!

Optional homework: Here’s some further reading on the takeover’s payment logistics, billionaire-manufactured pseudo-events, the possibility of Musk succeeding, and former Reddit CEO Yishan Wong’s take.—JW

If you haven’t heard about it yet, you should really check out Morning Brew Accelerator (MB/A) right now.

Here’s the TL;DR version: In just eight short weeks, MB/A gives professionals the tools they need to level up in the core competencies required of modern business leaders.

But this isn’t your run-of-the-mill professional development course. A cohort-based online program, MB/A helps you build authentic connections with your fellow classmates…and those relationships don’t stop when class is dismissed. Students also get free lifetime access to our alumni Slack channel, job boards, and alumni-only events.

So don’t miss out on a business education program that alumni say left them feeling “invigorated,” “energized,” “inspired,” “rejuvenated,” and even “smarter.” Learn more about MB/A today.

Texas stops all of its Mexican truck inspections. After a week of crippling traffic jams and protests at US–Mexico border crossings, GOP Gov. Greg Abbott is halting his controversial inspection policy after signing deals with four Mexican border states to ramp up scrutiny on the Mexican side of the crossings. At one point during the emergency, semitruck shipments to the US from Mexican factories plunged 80%.

Ukraine update: A US official said that Ukraine sank the Russian flagship, Moskva, which runs counter to the Kremlin’s claims that the damage was caused by an ammunition explosion. And, as the conflict shifts to the east and the south, some displaced Ukrainians are coming back home. 30,000 people/day are crossing the border back into Ukraine, an official said on Tuesday. 870,000+ have returned overall.

Expensive gas is coming for a new victim: Slim Jims. Sales of packaged snack foods, such as beef jerky, at gas stations are taking a hit as people opt out of road trips due to the rising cost of gas, Goldman Sachs managing director Bonnie Herzog said this week. On Wednesday, the national gas price average was $4.10 per gallon.

Can you
Write
About your worst boss
And relate it
To getting a Microsoft internship
In vertical fashion?

You may want to quit your day job. Some ghostwriters on LinkedIn are making $500–$700 an hour writing posts for high-powered execs and LinkedInfluencers, according to Insider. That’s about the going rate for a high-powered attorney.

What’s going on: CEOs don’t have a lot of time, so if they’re like Anthony J James, boss of Trinity Consulting, and want to keep their roughly 4 million LinkedIn followers entertained and engaged, they’ll pay top dollar for well-written content.

• James pays $800 per 800–1,200 word article, according to Insider.
• Tech PR firm Crackle says it charges $5,000 for monthly LinkedIn ghostwriting.

Big picture: The LinkedIn ghostwriter industry didn’t just pop up like a recruiter in your DMs. The platform has spent the last couple years trying to rebrand itself as a content hub. Last September, LinkedIn launched a $25 million creator fund to attract talent to the site. And in November, it released a bunch of creator tools, such as LinkedIn Live as well as newsletter functionality.—MM

Spring needs football like CNN needs a streaming service, but here we are again with another league giving it a go: The United States Football League (USFL) kicks off tonight with a game broadcast on both Fox and NBC—the first time a scheduled sports event will air on those rival networks since Super Bowl I in 1967, per Axios.

Fast facts: The USFL is owned by Fox Sports, has eight teams, and will play its entire 10-game season in Birmingham, AL (which, if anyone visits…head to American Seafood and Oysters).

Trying to create a sustainable professional football organization outside of the NFL has stymied dreamers for decades, but the USFL is hoping to buck the trend through a few gameplay innovations, including:

• Teams can go for a three-point conversion following a TD.
• Overtime will be a shootout-style series of plays from the two yard-line.
• First downs will be measured by a chip implanted in the football, not human officials.

Looking ahead…next spring the USFL will butt heads against the revived XFL, which was bought by a Dwayne Johnson-led consortium in 2020.—NF

Stat: We’re loyal to our Casio keyboard, but 97% of concert pianists used Steinway pianos when performing around the world during the 2018–2019 concert season, according to the company, which filed to go public this week after nine years in the private markets. Fun fact: When it first went public in 1996, Steinway did so under the ticker LVB, short for Ludwig van Beethoven. Now, it’s going with STWY.

Quote: “It’s easy on the wallet and annoys Putin.”

German Vice-Chancellor Robert Habeck urged people to cut back on driving and energy use over the Easter weekend as a means of putting economic pressure on Russian President Vladimir Putin. Germany has taken a lot of heat from Ukrainian officials for continuing to buy Russian energy.

Read: Jordan Belfort, the inspiration for The Wolf of Wall Street, is marketing himself as a cryptocurrency guru. (The New York Times)

Giveaway alert: Click here for your chance to win $500 and have a great weekend, on us.

Anyone here from Utah? What is up with your sodie culture?

Weekend conversation starters:

• Is this the worst x-axis ever created?
• Living arrangements of young adults in the US
• Kim K. or Elizabeth Holmes?