In 2020, Twitter (now called X) devised a three-year business plan whose internal goals were extremely aggressive in order to placate activist investor Elliott Management. That spelled the beginning of then-CEO Jack Dorsey's eventual exit, reveals a new book, "Battle for the Bird," by Bloomberg's Kurt Wagner.

Why it matters: Elon Musk's takeover of the social media company seemed sudden in 2022, but Wagner argues that a set of events and circumstances set the stage for the deal.

• "Jack has since said [the Elliott Management entanglement] was the moment he decided to leave the company," says Wagner.
• And more importantly: "It's hard to believe that Elon would have done what he did if Jack had been there — you wouldn't really want to take a company from a founder," he adds.

The big picture: The book theorizes that the combination of Dorsey's disillusionment with the company and its board — coupled with his growing respect for Musk — set the stage for the takeover.

• In 2020, Dorsey invited Musk to speak at the company's retreat for executives, where he spoke effusively about the Tesla CEO. A foreshadowing of things to come: Musk complained at the time about Twitter's bot problem during that visit, according to the book.

Between the lines: By early 2022, Dorsey had stepped down, replaced by Parag Agrawal. And Musk had set his sights on Twitter for a number of reasons.

• According to Wagner, he had very unique annoyances with the service: a proliferation of never-ending bots and the @ElonJet account broadcasting his private jet's trips. He reportedly unsuccessfully asked Agrawal in January 2022 to remove the account, and began buying Twitter shares shortly after.
• Issues he perceived as stifling free speech also caught his eye.

The intrigue: Another surprise in the book is Project Saturn, Agrawal's quiet plan to to overhaul Twitter's content moderation — notably, in a "pro-speech" direction that likely would have been to Musk's liking.

• "[Dorsey and Agrawal] were both fans of trying to use the product to fix Twitter's speech issues, instead of more rules," says Wagner.
• Yes, but: Musk fired Agrawal immediately after taking over.

Our thought bubble: Wagner's book is a good read for those new to the saga, and want to get a sense of what led to one of the highest-profile M&A battles to grace the Delaware Chancery Court.

• But much to my chagrin, it doesn't get to the bottom of what prompted Musk to decide at the eleventh hour to go ahead with the deal after trying to back out. I guess we may never find out.

The bottom line: "One of Dorsey's biggest issues with Twitter was that it had too much power. ... Now X still has that power, but it is controlled by a single person: the richest man in the world," concludes Wagner.

• "The power that Dorsey so worried about has only been further centralized."

Capital One (NYSE: COF) has agreed to buy Discover Financial (NYSE: DFS) in an all-stock transaction valued at $35.3 billion.

Why it's the BFD: The deal will give Capital One one of four major U.S. card networks if it closes.

Antitrust watch: If the Department of Justice decides to challenge the acquisition of Discover by Capital One on antitrust grounds, new research from the Consumer Financial Protection Bureau will surely play a prominent role in the complaint, reports Axios' Felix Salmon.

• Even though some 4,000 banks offer credit cards, the top 10 issuers, including both Discover and Capital One, account for more than 80% of loans.
• That concentration seems to have given the biggest lenders the ability to jack up the interest rates they charge on outstanding credit card balances.

The bottom line: "Both companies are known for their larger portfolio of low and subprime customers compared to their competitors. Discover has been particularly under pressure, with the company saying it expects to spend $500 million or more on compliance and risk this year." — Lucinda Shen, Axios Pro

• Recogni, a San Jose, Calif-based company getting into the AI chip business, raised $102m in Series C funding led by Celesta Capital and GreatPoint Ventures, with HSBC and Tasaru Mobility Investments also participating. https://axios.link/42Oh3Kg

• Planity, a French salon-management software startup, raised €45m ($48m) in Series C funding led by InfraVia Capital Partners, with Crédit Mutuel Innovation, Revaia and Bpifrance's Digital Venture Fund also participating. https://axios.link/49mCrc4

🚑 Reprieve Cardiovascular, a Milford, Mass.-based medical device company, raised $42m in Series A funding led by Lightstone Ventures and Sante Ventures, with Deerfield Management, Genesis Capital, and Arboretum Ventures also participating. www.reprievecardio.com

• Exponential Markets, a New York-based financial risk mitigation startup, raised $10.3m in seed funding led by MaC Venture Capital, with Citi, Autotech Ventures, and Avanta Ventures also participating. www.exponentialmarkets.com

🚑 Avatar Medical, a Paris- and Mountain View, Calif-based medical imaging startup, raised $5.4m in funding led by GO Capital, with Acorn Pacific Ventures, Plug and Play, Rives Croissance, and Cenitz also participating. www.avatarmedical.ai

• PriyoShop, a Bangladeshi B2B retail marketplace for SBE's, raised $5m in seed funding led by Century Oak Ventures, with Evolution Ventures, Iterative, SOSV (Orbit Startups), GFR Fund, BonBillo, Accelerating Asia, South Asia Tech Partners, and Voltity also participating. www.priyoshopretail.com

• Silencio, a German blockchain startup collecting noise pollution data, raised $1m in pre-seed funding led by Borderless Capital, with Moonrock Capital, Master Ventures, and others also participating. www.silencio.network

• ABB agreed to acquire SEAM Group, a Beachwood, Ohio-based provider of holistic advisory, training and technology solutions, from Align Capital Partners. www.seamgroup.com

• Aquiline Capital Partners and Level Equity acquired a majority stake in DocuPhase, a Tampa, Fla.-based provider of accounting and finance process automation software. www.docuphase.com

🌎 BlackRock acquired a 12.5% stake in Lake Turkana Wind Power, a Kenya-based 310-megawatt facility, from Vestas Wind Systems. https://axios.link/3I7dvJW

• Carlyle Group and Cyrus Capital Partners agreed to acquire a majority stake in London Southend Airport from Esken, and provide up to £32m ($40m) in new funding to settle existing debt. https://axios.link/48is0Fi

⛽️ CenterPoint Energy agreed to sell its Louisiana and Mississippi natural gas LDC businesses to Bernhard Capital Partners for $1.2b. www.centerpointenergy.com

• Hasa, backed by Wind Point Partners, acquired Chem Eleven Products, a Greenville, Texas-based operator of salt-to-bleach manufacturing site, and select related assets from its parent company FSTI. www.hasa.com/

• Truist Financial is reportedly nearing a deal to sell a majority stake in its insurance brokerage business to Stone Point Capital and Clayton Dubilier & Rice, giving Truist a potential valuation of $15 billion, per Bloomberg. https://axios.link/3ORmna5

• TPG is reportedly the highest bidder for Alter Domus, the Luxembourg-based fund administration company backed by Permira, at a potential valuation of €4.5b ($4.9b), per Bloomberg. Hellman & Friedman and Cinven are also bidding. https://axios.link/49DLxRF

🚙 Lotus Technology, a Chinese global luxury electric vehicle maker, will complete its merger with L Catterton Asia Acquisition on Feb. 22.

• 1Password acquired Kolide, a Somerville, Mass.-based endpoint security platform. https://axios.link/49jUfo9

• FairMoney is reportedly in discussions to acquire Umba, a Nigeria and Kenya-based credit-led digital bank, for $20m in all-stock deal, per TechCrunch. https://axios.link/3I4cVwk

• Flipkart reportedly held discussions in recent weeks about acquiring Dunzo, an Indian hyperlocal delivery startup backed by Reliance Retail, per TechCrunch. https://axios.link/3UNM27A

• JD.com is considering making an offer for Currys, a U.K. electronics retailer which rejected a bid from Elliott Management. https://axios.link/3wuvzL8

🚀 Nuview acquired Astraea, a Charlottesville, Va.-based geospatial data analytics company. https://axios.link/3I4OXB1

• Society Brands acquired Clarifion and Cleanomic, two Orange County, Calif.-based companies. www.societybrands.com

• Walmart agreed to acquire Vizio, an Irvine, Calif.-based smart TV maker, for $2.3b (or $11.50 per share). https://axios.link/3T2d0ab

• Xalts acquired Contour Network, a Singaporean digital trade platform. https://axios.link/3wkPhcu

• Bluestein Ventures, a Chicago-based foodtech venture firm, raised $45m for its third fund. https://axios.link/49HTtkI

• iAngels, an Israeli venture firm, raised $70m for its second fund. https://axios.link/3uBOhjF

• Partech held the final close of its Africa II Fund, bringing the total to €280m (just over $300m). www.partechpartners.com

• Coalesce Capital hired Jonathan Gurss as partner, Neil Merchant as principal, Jeffrey Stone as director of business development, Colleen Hynes as senior associate, and James Muse as associate. www.coalescecap.com

• First Reserve hired Todd Tomlin as managing director and co-head of Capital Formation. He was previously a managing partner at Turnbridge Capital Partners. www.firstreserve.com

• Lydia Jett is reportedly leaving SoftBank's Vision Fund, per Bloomberg.

• Overbay Capital Partners hired Sebastien Siou as managing director. He was previously a partner at Devon Park Advisors. www.overbaycapital.com

• Rockpoint hired Yong Suk Lee as a director, helping with investors relations, in its new office in Seoul, South Korea. www.rockpoint.com

• Discover has underperformed its peers in the last year and been battered by scandal — CEO Roger Hochschild resigned in December amid compliance issues, notes Axios Pro's Lucinda Shen.