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If Twitter Is Going Private, Facebook May Be Forced to Make Changes

By Jamal Carnette, CFA - Feb 6, 2016 at 7:47AM

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If reports Twitter will go private prove to be correct, Facebook may have a board opening.

Source: Twitter.

Unlike its bigger brethren Facebook (META -0.76%), the public markets have not been as kind to Twitter (TWTR 2.25%). Facebook's stock struggled after a bungled IPO, taking the stock below $20 per share. It was only after the company addressed questions regarding mobile monetization, the company started its amazing path upward to the stock's current price of $115 per share.

Twitter's foray into the public markets has been the exact opposite. Shares of the microblogging service closed below $17 per share last week, down sharply from its IPO price of $26 a share and much lower than the $70 figure the company's shares briefly hit. Wall Street concerns regarding monthly active-user growth because of a hard-to-understand product have weighed on the company, leading shares to a 50% drop over the past year.

According to a report from The Information (subscription required), Twitter may leave the hot spotlight of the public markets. According to the tech-based website, a group of private investors are in the planning stages of taking Twitter private. The resulting shakeup could affect Facebook, too.

Marc Andreessen and Silver Lake Partners
Per the report, private-equity firm Silver Lake Partners and Andreessen Horowitz founder Marc Andreessen are weighing a deal. The latter is particularly interesting, as Andreessen is on the board of directors of Facebook and has a significant equity position in the company. It's not as significant as it once was, though, as Andreessen raised eyebrows when he sold off a rather large portion of his Facebook holdings late last year, Recode reports the amount as being in the neighborhood of $160 million.

If the report is correct and Andreessen becomes a major shareholder or board member with Twitter, questions of interlocking directorships will mostly likely be raised, especially as the two are considered competitors. The interlocking directorship is highly important considering Andreessen is a member of Facebook's Compensation Committee. Dodd Frank legislation requires compensation-committee members to be independent, although the rule appears to stop short of outright banning interlocking directorships. Having a major shareholder of your main competitor on your compensation committee is an odd structure.  

For Twitter, however, odd corporate governance structures are commonplace, as the current CEO and board member Jack Dorsey  is also the CEO and Chairman of Square. The difference is Square isn't considered a true competitor to Twitter, whereas Twitter is considered a competitor to Facebook.

Will Facebook lose a board member?
Not all analysts think interlocking directorships are a bad thing. Running a company requires a particular skill set very few people have. As such, the pool of talented individuals to sit on boards and provide specialized experience is quite limited. In addition, many cite the networking effects and marketing opportunities of having directors and executives serve on multiple boards as an overlooked benefit for interlocking directorships.

The problem in this specific situation is it seems unlikely for Twitter to bring any additional value to Facebook in its current form but for the strategy and methods that have helped Facebook to continue to grow its MAUs will most likely be of key interest to Twitter. If Andreessen owns a significant position in Twitter, regardless of whether he takes a board role or not, Facebook may want to limit Andreessen's access to internal documents and strategy for simple precautionary measures.

When Andreessen quickly sold off a large part of this Facebook stock many wondered if Andreessen knew something the rest of the investing world didn't -- it appears he may have found another social-media site he wanted to buy instead.

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