The Three Reasons Why Elon Musk Called Off His Acquisition of Twitter (theregister.com) 359
Elon Musk just tweeted a picture of himself laughing — along with a caption he'd apparently added himself.
"They said I couldn't buy Twitter. Then they wouldn't disclose bot info. Now they want to force me to buy Twitter in court. Now they have to disclose bot info in court."
In fact, tonight The Register cited one of the documents Twitter filed in court after Musk's lawyer argued Twitter had "failed or refused" to provide info on spam accounts. But so far it's just a letter Musk's lawyer wrote to the court on Friday, explaining in more detail why Musk wants to call off the acquisition: One segment of the document claims that Musk and his team sought "a variety of board materials, including a working, bottom-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs' valuation model underlying its fairness opinion."
"Twitter has provided only a pdf copy of Goldman Sachs' final Board presentation."
Other disclosures, the document states, "come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors.
"For example, when Twitter finally provided access to the eight developer 'APIs' first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers. Twitter only offered to provide Mr. Musk with the same level of access as some of its customers after we explained that throttling the rate limit prevented Mr. Musk and his advisors from performing the analysis that he wished to conduct in any reasonable period of time.
"Additionally, those APIs contained an artificial 'cap' on the number of queries that Mr. Musk and his team can run regardless of the rate limit — an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time," the document states.
Musk and his team raised the issue of query limits on June 29, but Twitter did not change the limit until July 6 — after Musk asked for its removal a second time.... Musk felt Twitter was in breach of the merger agreement. So he pulled the plug, leaving open the questions of why Twitter might have provided only limited access to its APIs, or why it could not offer more access given it operates at significant scale.
In fact, it's one of three reasons for ending the acquisition that Musk's lawyer makes in the letter. Materially-relevant figures on spam accounts were reason number one. ("Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter's identification, collection, and disclosure of the most relevant information sought in Mr. Musk's original requests.")
But there's more... Musk's lawyer also argues Twitter is in breach of the merger agreement because of "materially inaccurate representations" — specifically their figures on monetizable daily active users. While Musk's analysis "remains ongoing, all indications suggest that several of Twitter's public disclosures...are either false or materially misleading." While Twitter has claimed they have a reasoned process for calculating monetizable daily active users (and the percentage of spam accounts), Musk's lawyer argues that instead the process "appears to be arbitrary and ad hoc," rendering Twitter's statements "false and misleading." And thus, "Mr. Musk has the right to seek rescission of the Merger Agreement in the event these material representations are determined to be false."
But finally Musk's lawyer provides a third reason for ending the acquisition. Twitter was required to "seek and obtain consent before deviating from its obligation to conduct its business in the ordinary course and 'preserve substantially intact the material components of its current business organization.'" The lawyer's letter argues that didn't happen: Twitter's conduct in firing two key, high-ranking employees, its Revenue Product Lead and the General Manager of Consumer, as well as announcing on July 7 that it was laying off a third of its talent acquisition team, implicates the ordinary course provision. Twitter has also instituted a general hiring freeze which extends even to reconsideration of outstanding job offers. Moreover, three executives have resigned from Twitter since the Merger Agreement was signed: the Head of Data Science, the Vice President of Twitter Service, and a Vice President of Product Management for Health, Conversation, and Growth.
But Twitter hadn't received "consent for changes in the conduct of its business, including for the specific changes listed above," according to Musk's lawyer, which "therefore constitute a material breach of Section 6.1 of the Merger Agreement."
"They said I couldn't buy Twitter. Then they wouldn't disclose bot info. Now they want to force me to buy Twitter in court. Now they have to disclose bot info in court."
In fact, tonight The Register cited one of the documents Twitter filed in court after Musk's lawyer argued Twitter had "failed or refused" to provide info on spam accounts. But so far it's just a letter Musk's lawyer wrote to the court on Friday, explaining in more detail why Musk wants to call off the acquisition: One segment of the document claims that Musk and his team sought "a variety of board materials, including a working, bottom-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs' valuation model underlying its fairness opinion."
"Twitter has provided only a pdf copy of Goldman Sachs' final Board presentation."
Other disclosures, the document states, "come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors.
"For example, when Twitter finally provided access to the eight developer 'APIs' first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers. Twitter only offered to provide Mr. Musk with the same level of access as some of its customers after we explained that throttling the rate limit prevented Mr. Musk and his advisors from performing the analysis that he wished to conduct in any reasonable period of time.
"Additionally, those APIs contained an artificial 'cap' on the number of queries that Mr. Musk and his team can run regardless of the rate limit — an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time," the document states.
Musk and his team raised the issue of query limits on June 29, but Twitter did not change the limit until July 6 — after Musk asked for its removal a second time.... Musk felt Twitter was in breach of the merger agreement. So he pulled the plug, leaving open the questions of why Twitter might have provided only limited access to its APIs, or why it could not offer more access given it operates at significant scale.
In fact, it's one of three reasons for ending the acquisition that Musk's lawyer makes in the letter. Materially-relevant figures on spam accounts were reason number one. ("Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter's identification, collection, and disclosure of the most relevant information sought in Mr. Musk's original requests.")
But there's more... Musk's lawyer also argues Twitter is in breach of the merger agreement because of "materially inaccurate representations" — specifically their figures on monetizable daily active users. While Musk's analysis "remains ongoing, all indications suggest that several of Twitter's public disclosures...are either false or materially misleading." While Twitter has claimed they have a reasoned process for calculating monetizable daily active users (and the percentage of spam accounts), Musk's lawyer argues that instead the process "appears to be arbitrary and ad hoc," rendering Twitter's statements "false and misleading." And thus, "Mr. Musk has the right to seek rescission of the Merger Agreement in the event these material representations are determined to be false."
But finally Musk's lawyer provides a third reason for ending the acquisition. Twitter was required to "seek and obtain consent before deviating from its obligation to conduct its business in the ordinary course and 'preserve substantially intact the material components of its current business organization.'" The lawyer's letter argues that didn't happen: Twitter's conduct in firing two key, high-ranking employees, its Revenue Product Lead and the General Manager of Consumer, as well as announcing on July 7 that it was laying off a third of its talent acquisition team, implicates the ordinary course provision. Twitter has also instituted a general hiring freeze which extends even to reconsideration of outstanding job offers. Moreover, three executives have resigned from Twitter since the Merger Agreement was signed: the Head of Data Science, the Vice President of Twitter Service, and a Vice President of Product Management for Health, Conversation, and Growth.
But Twitter hadn't received "consent for changes in the conduct of its business, including for the specific changes listed above," according to Musk's lawyer, which "therefore constitute a material breach of Section 6.1 of the Merger Agreement."
Don't care either way but *what* a biased headline (Score:5, Insightful)
I mean seriously... all it does is present musks' position without context or comment from twitter's side.
Re:Don't care either way but *what* a biased headl (Score:5, Funny)
Re: Don't care either way but *what* a biased head (Score:2, Informative)
They're obviously hiding something or they're disorganised behind the scenes.
Either way very dodgy....
Re: Don't care either way but *what* a biased hea (Score:3)
Both sides are dodgy.
Re: Don't care either way but *what* a biased head (Score:5, Insightful)
Or, these "reasons" are just excuse making because Musk just learned that due diligence exists for a reason, and he massively fucked up in waiving it and then signing a piece of paper saying that he agreed to give Twitter's shareholders $44B for something not even remotely worth $44B. In fact, TWTR's market cap sits at ~25B right now, so I think we know the real reasons behind Musk wanting to pull out.
And, it might be the only time Musk has ever "pulled out" if recent news stories are correct... /rimshot
Re: Don't care either way but *what* a biased head (Score:4, Interesting)
imo, Elon knows exactly what he is doing, as the requirements were written into the contract
At this point, either Elon gets Twitter along with all info on spam accounts, or Twitter gets half-gutted and everybody KNOWS it is a spam bot host and little else
Elon is an advocate for free speech, not for specious spam-bot abuse and he is getting exactly what he wants out of this whole spectacle
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Something tells me that Elon Musk, one of the richest buisnessmen on Earth, has a lawyer check over the contract before he signed it.
Re:Don't care either way but *what* a biased headl (Score:5, Insightful)
I mean seriously... all it does is present musks' position without context or comment from twitter's side.
And a non-trivial percentage of Slashdotters will lap it up without reservation.
I suspect at this point all Musk is really after is a negotiated reduction in that 1 billion dollar back-out penalty he agreed to. He knows he isn't in a strong position. I imagine his lawyers tried to tell him (maybe multiple times) to do due diligence before making a formal offer - but he doesn't like other people telling him he can't do whatever he wants.
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Hopefully his extraordinarily bad faith "media circus" behavior ends up with liability to shareholders far exceeding the $1B cancel fee.
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I may be wrong, but this will end up with Musk being forced to pay way more than $1bn. The original deal was worth 44 times that.
Re:Don't care either way but *what* a biased headl (Score:4, Informative)
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The mistake was Twitter thought they could use our legal system to hold a member of the ruling class to their word. That's not how our legal system works. Once you have a certain amount of money in this country
Re:Don't care either way but *what* a biased headl (Score:4)
Delaware is the most friendly states to corporations when it comes to this kind of thing, which is why so many companies choose Delaware for the state they incorporate in. Musk is about to find this out, because Twitter holds a pretty big home-court advantage due to just that. They can file a one-party request for expedited processes from a judge, and they'll get it because of the way that corporate law is structured in Delaware. This thing could be in front of a jury in a few months, not a few years. And when they have a waiver on due diligence, a 10-figure backout fee, and a friendly court that will break through the obstruction and delay tactics - they aren't going to settle.
They want the $44B. But if they can't have that, then $1B + legal fees and knocking the legal shit out of the richest guy in the world very publicly is a pretty nice door prize; especially considering that it will be very good press for Twitter to give an ersatz-untouchable billionaire American Oligarch a very black eye on basically every news report for many nights to come.
Twitter is going to realize far more than the money granted them at the end of this thing. This thing has turned into a massive gift for them.
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> Been reading how these kind of cases are dealt with *very* fast in Delaware courts. To the point we can have a resolution in a matter of months.
Yes.
"Under Delaware court rules, either Musk or Twitter would be able to ask a judge to put its case on a fast track, accelerating deadlines for exchanges of pre-trial information and enabling a quick trial. Under state law, judges can order parties to consummate a merger if the objector fails to make a legitimate case for walking away. The judges also have a s
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More likely he still plans to buy it, but at a greatly reduced price. If Twitter is suing him to complete the acquisition, then he probably has a pretty strong negotiating position.
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Is Twitter is suing him to complete he acquisition, is for the full $44bn he signed for - anything else than that and the company would be (righfully) flooded with shareholder lawsuits.
The only real negotiation to be had is how much Musk will hurt by bailing out of the deal.
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More likely he still plans to buy it, but at a greatly reduced price. If Twitter is suing him to complete the acquisition, then he probably has a pretty strong negotiating position.
This take is worth a chuckle,
Musk has no negotiating position. He owes Twitter at least a billion dollars to walk away, or he owes it 44 billion if he does not (and he is already clear that he is not going to buy it). It is quite possible he will owe it much more than the one billion dollars since making bad faith offers to manipulate stock market prices are crimes.
What you describe is a pure fantasy.
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He owes Twitter at least a billion dollars to walk away, or he owes it 44 billion if he does not (and he is already clear that he is not going to buy it).
Note that the $1bn bailout clause only applies if both parties agree to it - and Twitter has already clearly stated they don't.
You're otherwise 100% correct. It's pretty incredible to see Musk fanboys (and Musk himself!) trying to convince themselves this is some sort of genius 4D chess move.
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The back-out only applies if he can't get financing or regulatory agencies halt the sale, it was never an open ended back-out.. If he voluntarily backs out it's messier. The contract says that he agreed to buy, and that there's a price that is no longer negotiable. Given that Twitter has been severely damaged here by Musk, the renegotions won't be pretty, and I suspect Musk would gladly just walk away for only $1 billion if he could, as that is really the lowest he could pay in the best possible outcome.
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In Delaware, court cases don't drag on very long when it comes to corporate law, as there are mechanisms for fast-tracking and expediting that only one party has to request.
The only strength of position that Musk has, is the overwhelming amount of wealth he has access to. But he's also illiquid - a lot of that is in stock that he can't just sell due to insider trading and contractual obligations, or protection of voting margins to prevent various boardroom maneuvering, etc. He'll still be fine, but it's g
Re:Don't care either way but *what* a biased headl (Score:5, Insightful)
Is it just me, or is firing the guy in charge of managing the stuff that brings in the money in and firing the guy who's in charge of managing the product that's sold (the customer base) slightly suspicious when there's ongoing questions about both of these aspects of the business?
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Anyone who has 100M followers on Twitter, and actually tried to buy Twitter, very much cares about what other people think.
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I mean seriously... all it does is present musks' position without context or comment from twitter's side.
If you want to see the reverse, just go to MSNBC or any number of other major media outlets.
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I mean seriously... all it does is present musks' position without context or comment from twitter's side.
How is that a biased headline? It's clearly Elon Musk's reasons to call off the acquisition.
I'm sure Twitter and their legal representatives will respond, and then we can have a new headline "Twitter's response to Elon Musk's accusations"
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It's missing the #1 reason (Score:5, Insightful)
He never wanted to buy it in the first place. He just wanted an excuse to pull a few billion out of Tesla.
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I don't know. I was a fan of Musk but he's starting to feel a bit like Howard Hughes to me.
Sometimes the smartest are more prone to lose it.
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I agree - I asserted the parallels to Mr. Hughes several years ago.
Re:It's missing the #1 reason (Score:5, Insightful)
Re: It's missing the #1 reason (Score:3, Insightful)
Possible. Myself, I was just gonna go with: Attention whore gets attention for buying Twitter...attention dissipates...gets attention for NOT buying Twitter.
Re:It's missing the #1 reason (Score:5, Funny)
He never wanted to buy it in the first place.
You should put your mind-reading talents to a better use than just flaming Musk on /.
His reasons suck (Score:3, Insightful)
He played himself and the Twitter board is going to compel him through the courts to either buy for the agreed price or leave with a penalty. All his cited "reasons" are just pathetic excuses why he shouldn't be party to the deal he signed. If he was worried about the number of bots, despite Twitter giving figures he should have done all that due diligence stuff beforehand.
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There are probably good legal reasons why Twitter didn't give him everything he asked for. For example, full access to their APIs would almost certainly have been a GDPR violation. I contacted Twitter after he expressed interest and warned them that I never gave consent to give any of my data to Mr. Musk, and that I was explicitly stating that nothing non-public should be shared with him.
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And the in the OP there are points aimed at specific clauses within the contract that require things that weren't delivered. "But skipped due diligence" in this case is simply a talking point that isn't reflecting reality.
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I don't see how GDPR is relevant. We are talking about rate limiting, not lack of access. GDPR doesn't differentiate between "a little" or "a lot" of data, if that was the concern he would have not been given access. Apparently he was given the APIs other enterprise clients get anyway, just with lower rates.
Why are you so concerned about Musk in particular, all the other unnamed enterprises are fine?
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The rate limiting is a trust issue. Twitter doesn't normally give people immediate unlimited access, they give rate limited and see if it gets abused.
Just having access to the API doesn't allow GDPR violations. People with access are expected to use it responsibly, in compliance with relevant laws. For example, if they see that an account is associated with a GDPR country, they must comply with those rules when handling its data.
My private data isn't shared with unnamed enterprises, because I declined to gi
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It will probably end up settling with a penalty. Buyouts with animosity within participants aren't usually supported by 3rd parties. It just leaves the stakeholders, operations, and employees poorer at the end. They will support a "What will it take to walk away and forget it ever happened" type of resolution.
Both Twitter and Tesla are publically traded companies. Making publically material statements that are realistically executable are almost equivalent to legal paper work. It was a stupid thing for
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You talking-point parrots sure love to say "due diligence" as if that's the only relevant thing. All of Musk's complaints are about things that the contract mandates Twitter do. They can't refuse to do those specific things just because Musk waived pre-contract due diligence.
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Alternatively if you're Elon Musk you spout a load of shit (on Twitter naturally) about buying Twitter out and then blunder straight into a contract to do so. Then you whine after
Re:His reasons suck (Score:5, Informative)
That's really great. +5 informative stuff!
Except you are wrong.
Part of the contract is Twitter agreed to provide information. They failed to do so. They fucked around playing childish games with API limiters. They are very fucked if this goes to court. Most judges really hate game players and liars.
I don't like Musk and was never a fan but Twitter really fucked up on this. They're not going to get anything from that $1B breakup pool and their stock is going to crash hard when this is finally over if there isn't a settlement first.
Have you ever been through a merger or acquisition? As an executive or legal? I have. Your view is... odd.
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Part of the contract is Twitter agreed to provide information. They failed to do so. They fucked around playing childish games with API limiters. They are very fucked if this goes to court. Most judges really hate game players and liars.
What? Sorry, that's horseshit; please point me out where in the purchase agreement this is stated. Here, i'll help you out [sec.gov].
Musk and his lawyers know the bot thing is a lost battle, which is why now they're pivoting to a MAC clause violation after a couple high-ranking employees were fired by Twitter. Nothing is certain here but, if i were a betting man, i'd put serious money on the judge dismissing the claim altogether.
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Section 4.6(a): Twitter asserts that "none of the Company SEC Documents at the time it was filed (or, if amended or supplemented, as of the date of the last amendment or supplement) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading."
Section 6.4: Twitter agrees to "furnish promptly to such Representatives a
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I'm not particularly inclined to trust the CEO of Twitter over anyone on the planet... Except maybe Elon Musk.
He says Elon is lying, and frankly, I believe him. The chancery court will see who's full of shit.
6.4- same deal.
This is, as I told you earlier, going to come down to who the court thinks was acting in a bona fide manner when the court evaluates what was reasonable.
Musk has telegraphed his bad faith. That's not a strong posit
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The question was not whether Musk has publicly proven his claims -- it was "please point me out where in the purchase agreement [Twitter's disclosure obligation] is stated." But thanks for playing.
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However, when searching for mythical ways for his ass to get out of this mess, boilerplate isn't where you should look.
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I'd suggest you look up "Material Adverse Change" in Google, and what would be actually required for those clauses to apply.
And as for 6.4, you'll be shocked to find Twitter complied all along the way. [washingtonpost.com]
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I suggest you read your own link. Neither clause requires a "Material Adverse Change".
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Sorry, what do you think "material fact" stands for in that paragraph you quoted?
TL;DR: In order for Musk to have any sort of chance of using the bot thingie as the basis to cancel the deal, he has to prove it materially affects the the valuation of the company. It is an exceedingly high bar to clear - for starters, Musk would have to prove that Twitter has lied on its SEC filings. For years.
There's a good reason such a claim has never ever succeed in Delaware court.
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Section 4.6 is titled "Company SEC Documents; Financial Statements" and never mentions "change" as a separate word; it only appears within "the Exchange Act". 4.6 is about accuracy of SEC filings, not about post-contract changes in Twitter's business.
4.9 ("Absence of Certain Changes or Events") is the section that addresses adverse changes.
You should get a refund for your Internet GED In Law.
Re:His reasons suck (Score:5, Insightful)
Twitter gets money based on how many eyeballs its ads reach. Every third-party study has shown way more bots than Twitter claims. That means its ads reach fewer eyeballs, and its value as a company is proportionately less. If Twitter did lie on its SEC filings, that causes a separate material adverse effect because of the company's liabilities from it.
Specifically what kind of claim do you think has never succeeded in Delaware court? This [harvard.edu] discusses a Delaware Supreme Court decision upholding a decision from the Court of Chancery that a prospective purchaser was not obligated to close the deal because of a Material Adverse Effect.
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Woops, i stand corrected. Then again, Akorn v. Kabi was the first time a MAC/MAE claim succeded, in the court's history. It was big news [jonesday.com], precisely for that reason.
It doesn't matter that Twitter has more bots than they estimated in their filings (which, by the way, i think are reasonable figures). What matters is that Musk hast to prove Twitter lied by a lot, enough to be materially misled by the time the merger agreement was signed. The bar for this is not set in stone, but historically it requires proof o
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Posting as an AC this morning Elon?
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Except that the OP literally points to specific clauses withing the said contract as reasons.
Waiving pre-contract due diligence does not wave due diligence included in the contract.
Re:His reasons suck (Score:5, Informative)
Maybe you should go and read what you linked more carefully. Due diligence is only mentioned once:
Emphasis added. The contract specifically envisions due diligence occuring after it was signed, regardless of what you think "due diligence" means.
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Correction: Lisandro linked to it, not DrXym.
The "due diligence waiver" thing is still a stupidly wrong talking point.
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I happen to have a lot (via lawyers, of course).
Musk's behavior is going to matter very much, because many of the clauses in the contract are written very carefully so that they must be evaluated. Words like reasonable.
Whether the behavior of both parties was bona fide is going to factor in very much to how the contract is interpreted.
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Contrary to your belief, there is no "Elon Musk is a meanie-pants" doctrine for waiver of contractual obligations. Or for the obligation to file substantially truthful SEC documents. Every third-party analysis has found that bots make up far more than 5% of Twitter's users, which is strong evidence that their SEC filings have been substantially misleading.
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Contrary to your belief, there is no "Elon Musk is a meanie-pants" doctrine for waiver of contractual obligations.
Sure isn't. That's not what I said.
Or for the obligation to file substantially truthful SEC documents.
The claim that the SEC filings are substantially misleading is beyond dubious. There's an entire SEC who would love to prosecute them if that's the case.
Right now, the only of the 2 entities prosecuted by the SEC for making substantially untrue statements about a public corporation's securities, is Elon Musk.
Every third-party analysis has found that bots make up far more than 5% of Twitter's users, which is strong evidence that their SEC filings have been substantially misleading.
It's evidence of no such thing.
If evidence were to come out that someone inside of Twitter has data showing it to be higher, then it'd be a fucking shit-storm, and
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https://botnot-io.medium.com/h... [medium.com] came up with a 24-37% range for users sending tweets, and cites an academic studying finding 9-15% among all active users (as of 2017).
https://m.jpost.com/business-a... [jpost.com] describes independent work that found 11.7% fake users.
There's a lot of work out there, for people who don't have their heads under rocks, and all the independent ranges are higher than Twitter's estimate.
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There's a lot of work out there, for people who don't have their heads under rocks, and all the independent ranges are higher than Twitter's estimate.
And I bet they're even probably closer to accurate.
But that doesn't change a thing.
As long as Twitter doesn't have similar internal estimates, they're in the clear.
If they do, they're beyond fucked. People will be going to jail.
What a Judge will evaluate is whether or not their hedge on the 5% number is bona fide. If it is not, then Musk may have a snowball's chance in hell of not having to pay the full $44B.
He played with fire here. He doesn't get to exercise his $1B eject button at will, and he is
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Your "experience" is misguided.
It most certainly is not.
What's going to matter is what the contact says.
Indeed. I never said otherwise. Where you are confused is that you think contracts don't contain information that must be judged on intent.
If you don't know what it says you can't judge the situation.
That's not strictly true. I can't judge who is in the wrong- that's for sure. But I can certainly judge the external liabilities that will factor into the process of adjudicating it.
Do you know what it says?
Of course I do. [sec.gov]
You, like Musk, should have done your due diligence.
And you should probably refrain from telling others that their experience is misguided when it
looking for a way out obviously (Score:3, Interesting)
Real reasons (Score:5, Insightful)
1. A temporary fit of anger/rage inside him generated hormones that impeded or amplified neurotransmitters that in turn blocked rational thought, broad empathy, and consequence weighting.
2. He wanted to control the narrative of people who oppose his views and according to his fear, interfere with the success of his companies by placing legal obstacles. The right-wing claims they support free speech, but get pissed off when they are subject to fact-check and context statements.
3. No longer an underdog needing support from the left, he now wants protection and favors from the right-wing. Covid lockdowns, unionization possibilities, subsidization of up & coming EV companies, and the threat of unrealized wealth-taxation constitute a perceived threat to his business existence.
More Musk analytics: https://tech.slashdot.org/comm... [slashdot.org]
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2. He wanted to control the narrative of people who oppose his views
Confession Through Projection.
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And he wasn't able to buy Twitter. (Score:2)
This reeks of "I didn't want to come to your stupid party anyhow!"
Just haggling over the price (Score:2)
I think Musk is just haggling over the price - he wants a discount based on the excess number of bots (above the 5% claimed by Twitter originally). Which seems fair to me. This whole process is a way to force Twitter to disclose the bot count, and accept a discounted price.
I think Musk will end up buying Twitter in the end.
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"Haggling over the price"?
The price is set. Musk signed a purchase agreement with a figure on it.
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The price is set it the conditions of the purchase agreement are met, which include the number bots.
If the conditions are not met, the contract is void. That's what Musk is claiming.
If he's correct and there are more bots than claimed by Twitter (this will come out in court), then the contract to purchase is void, and Musk can walk away. Or, Twitter can offer a discount to the original price if they still want the sale to happen. Which is what Musk is counting on.
Re:Just haggling over the price (Score:4, Insightful)
The price is set it the conditions of the purchase agreement are met, which include the number bots.
If the conditions are not met, the contract is void. That's what Musk is claiming.
Yeah. And then the contract is *voided*. There's no negotiation room; that ended once both parties signed on it.
If he's correct and there are more bots than claimed by Twitter (this will come out in court), then the contract to purchase is void, and Musk can walk away. Or, Twitter can offer a discount to the original price if they still want the sale to happen. Which is what Musk is counting on.
Sorry to pop your bubble, but a) it is not correct and b) Musk is hoping to cancel the entire deal. It was bad business to begin with, and it is even worse now that TSLA tanked, burning a hole on his net worth.
If he could have the ability to unilaterally trigger the $1bn bailout clause, he'd already done so.
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That was my take as well. Basically public haggling + establishing the need to improve the platform more firmly when employees start bitching that "we had a fine platform already, no dramatic changes needed".
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I think his history indicates more this being a publicity stunt.
He has a history of 'trolling' behavior with financial stuff, where he states some big financial thing, the media treats it at face value, then ultimately he laughs at everyone for actually believing what he said. The more his status has elevated, the more he has been prone to off the cuff crazy statements that he always backs down from.
Talk yesterday was it's to cover a stock sale (Score:3)
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While he has done plenty of stupid things in the past regarding sales of stock, doing it in "one go" is the flaw, not finding a reason to do it. He should file a stock sales plan that identifies a duration of the sale, and minimum and maximum daily transaction totals. It isn't a big deal when you spread it out slowly over a couple months.
Alternately, sell call contracts, ladder the hell out of them, and dispose of the shares that way. Do it from a blind trust.
Reality is that Elon got caught with his dick
You might want to add an important bit (Score:3)
Why should I care?
Honest question.
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You should care because Twitter is important, like it or not.
Why you do care I don't know, but you came here to leave a comment, so you clearly do.
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It's more like seeing reality TV shows day in and day out and finally wanting to know, after seeing what they are like, what the hell people watch them for.
C'mon now, we all know the real reason why (Score:2)
i'm already preparing popcorn to watch this case on court. Musk will be gutted.
Expected (Score:2)
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Literally any media outlet can choose not to amplify a president's speech.
Yes, literally literally.
Way bigger problem is Advertisers will sue twitter (Score:2, Interesting)
Twitter knows it will finally have to disclose the bot accounts and their reluctance to disclose what they know cant be avoided implies the numbers are really bad - probably 25-30% accounts are bots. TBH some of the bot/automated tweets/retweets are quite useful. or funny.
Twitter is just trying to delay the inevitable as they know Advertisers will sue them and demand back the Billions they paid for advts based on gross misrepresentation of active users.
Jack Dorsey exiting was itself the biggest signal for i
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Twitter knows it will finally have to disclose the bot accounts and their reluctance to disclose what they know cant be avoided implies the numbers are really bad - probably 25-30% accounts are bots. TBH some of the bot/automated tweets/retweets are quite useful. or funny.
Twitter does disclose the number. It's less than 5%.
Of course, that number may be (and probably is) wrong as fuck. But their disclosure mentions that as well.
So no, the "real" count won't be in the discovery. Because it's going to be the same that's in the SEC filing.
And if Musk tries to say, "well that number is bullshit!", a Judge is going to say, "bullshit because it's wrong, or bullshit because the claimed methodology is fraudulent?".
If the former, Musk will be told to kick rocks. If the latter, T
People quit (Score:2)
I don't think a court will allow people quitting to stand as Twitter making significant changes. You can't stop people quitting if they want to. I'm not sure how the other parts will stand up, if those fired were fired because they violated some existing policy then that is business as usual. The hiring freeze stuff is shakier, but the whole industry is doing similar so it could be argued that is just normal business processes rather than significant change.
I don't think he'll find the bots he's looking for
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I don't think a court will allow people quitting to stand as Twitter making significant changes. You can't stop people quitting if they want to.
I don't think it's even relevant unless it materially affects operations. The people aren't part of the corporation, which is a legal fiction. In general corporations are designed to be operated by anyone who can fill a role, people are meant to be interchangeable.
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Indeed, he signed a binding agreement under conditions that suggest only his own stupidity. I have yet to hear anything that would seem a true material breach by Twitter. He chose not to do due diligence, and the courts are not there to protect people from their own stupidity, unless his legal team wishes to assert incompetence or some form of mental disability. Personally I think Twitter and Musk truly deserve each other...
There is an interesting read on Wikipedia (Score:3)
that has more detail than I've seen anywhere else. [wikipedia.org]
Like, the cabal of banks thinking a 7x leverage on Twitter earnings was too risky to loan Musk all the money he asked for, and subsequent funding included the Saudi Prince he publicly talked shit to about free speech [bloomberg.com]. I guess he also registered 3 "X Holdings" companies 2 days after announcing his bid...
could have been a scam to begin with (Score:2)
He was manipulating stock prices.
All because his chic left him for a transwoman (Score:2)
Biggest mid life crises ever.
"Mr" Musk? (Score:2)
Read Matt Levine (Score:5, Interesting)
Who is a former acquisitions attorney at WLRK Law Firm and current Bloomberg writer (Twitter just secured WLRK to represent them in this) who has had pretty spot on analysis this entire time.
Elon's Out [bloomberg.com]
Is it fun for him? If he manages to walk away having spent only millions in financing fees, millions in legal fees and say $1 billion in termination fees, was it worth it? What did he get out of this? The guy really seems to like being on Twitter, and he did make himself the main character in Twitter's drama for months on end. That’s nice for him I guess. Also he made the lives of Twitter’s executives and employees pretty miserable; as a fellow Twitter addict I can kind of see the appeal of that? I always assume that “everyone who works at Twitter hates the product and its users,” and I suppose this is a case of the richest and weirdest user getting some revenge on the employees. He also gave himself an excuse to sell a bunch of Tesla stock near the highs. He maybe got an edit button too? Maybe that’s worth a billion dollars to him?
How to close the deal (Score:5, Funny)
All Twitter needs to do is this:
Elon Musk: This account is suspended. It will be reinstated when he purchases Twitter.
Musk is such an attention-seeking blowhard he'll cave within days.
Slashdot arrogance (Score:5, Insightful)
The first filter one has to apply to this story and similar ones playing out elsewhere in the media is the assumption that the author is smarter than Elon Musk. Highly unlikely. One simply does not get to the level that he has by being stupid. If the authors were smarter than he, they would be captains of industry not a slashdot commenter.
The second filter is the assumption that Elon Musk is the only person involved and that it's solely him against the oh-so-enlightened Twitter board. There is a small army of smart people looking at every aspect of the deal to find the flaws in it just like there is an army of people looking at SpaceX rockets to find and fix any issues. Sure, SpaceX failed three times before having a successful launch and failed several times at landing the thing. SpaceX hired the best and worked the problem. SpaceX isn't a publicity stunt like Blue Origin or Virgin Galactic. It's practical. That's what comes from having an engineer at the helm.
Twitter clearly is trying to prevent Toto from pulling back the curtain to reveal the blowhard wizard. If they were confident in their assets, they wouldn't be trying to hide anything or limit access. Billions of dollars are at stake. That amount of money trumps wokeness every time.
Goofed (Score:2)
Re:funny the Musk hate here (Score:5, Insightful)
Counterpoint:
He throws childish tantrums
Is quick to attack/insult anyone who disagrees with him
He treats workers like crap(worker rights, safety, etc.)
He's an oligarch in training
You judge him by the companies he bought and got rich on
Others judge him based on his behavior and how he treats others
Your statements such as "managed by suckfest of woke activists" betray your personal bias. Care to provide any actual stats to back up your assertions? Or are we just at the wild accusations that back up your personal narrative stage?