Elon Musk Buys Twitter

[Breccia]

Musk terminates deal again.

At this point, both Twitter and Musk are accusing the other of breaking their mutual contract. Man, I hate it when Mom and Dad fight. Yes, Musk is still claiming Twitter needs to tell them how many bots they have, which they did, but he chose to handwave the answer and is blaming them. That's not how "breach of contract" works, and I don't see the Delaware courts agreeing with him.

[Milchshake]

So, what are the odds that Musk reaches MArs before reaching a Twitter Deal?

2050 is coming up fast.

[ringpriest]

Musk terminates deal again.

At this point, both Twitter and Musk are accusing the other of breaking their mutual contract. Man, I hate it when Mom and Dad fight. Yes, Musk is still claiming Twitter needs to tell them how many bots they have, which they did, but he chose to handwave the answer and is blaming them. That's not how "breach of contract" works, and I don't see the Delaware courts agreeing with him.

It doesn't really matter what the Delaware courts say. If Musk truly doesn't want to buy Twitter for however many billions his contractual offer price was, he can delay doing so indefinitely so for what is to him an insignificant direct financial cost (paid to lawyers). Everything that isn't "yes I'll buy Twitter" is just maneuvering, either to get a lower price at the end, or to make the process of not buying Twitter more convenient to him. (Insignificant financial cost doesn't equal no cost; among other tings, his ongoing kerfuffle with Twitter impacts his ability to do other business, and his personal reputation and time. If he doesn't want to buy at all, counter-suing and other strategies will be aimed at getting Twitter to agree to shut up, go away, and leave him alone... with billions in liquidity from sold Tesla stock in the bank.)

[Breccia]

It doesn't really matter what the Delaware courts say.

I'm fairly sure the courts will disagree. Twitter is suing Musk for breach of contract without cause. There's a billion dollar clause in the contract Musk signed for exactly this situation. Plus, all that shit Musk pulled in public trying to drive the price down. If Twitter can prove Musk has no good cause -- for example, by proving they provided Musk the information Musk says they didn't provide -- a court could force the transition, or more realistically, slap on extra penalties for damages and bad faith. Twitter's stock price is down about 25% since Musk's offer of $44 billion, so, a payment of $11 billion could realistically happen.

And you mentioned counter-suing and other strategies. Um...the courts will have something to say about that, too. Yes, Musk can drag this out, but there's already a court date, he can only stall for so long.

His best bet is to pay the $1billion, then settle the lawsuit with Twitter for a few more. A few billion isn't "insignificant" to literally anyone on Earth, even Musk.

[Forogil]

I'm fairly sure the courts will disagree. Twitter is suing Musk for breach of contract without cause. There's a billion dollar clause in the contract Musk signed for exactly this situation. Plus, all that shit Musk pulled in public trying to drive the price down. If Twitter can prove Musk has no good cause -- for example, by proving they provided Musk the information Musk says they didn't provide -- a court could force the transition, or more realistically, slap on extra penalties for damages and bad faith. Twitter's stock price is down about 25% since Musk's offer of $44 billion, so, a payment of $11 billion could realistically happen.

Realistically the settlement should be significantly more than $11 billion - as the stock price according to economic theory should already include the expected value of outcome of the court case.

And alternatively they can prove that the things Musk asked for aren't relevant for the case, as they are not important for concluding the deal.

[Breccia]

And alternatively they can prove that the things Musk asked for aren't relevant for the case, as they are not important for concluding the deal.

Related, that they're something Musk should have known before putting pen to paper.

I can't find the contract and probably wouldn't be able to read it 100% accurately, but I'm sure it contains standard stuff about "due disclosure" which is almost certainly what Musk is claiming Twitter didn't do. It's false, of course, he asked and they answered. Musk could attempt to prove their answer was wrong, but that's not what he's saying in these recent filings.

• Twitter is in material noncompliance with both its obligations under a 2011 FTC consent decree and its general obligations under data privacy, unfair trade practice, and consumer protection laws and regulations;
• Twitter is uniquely vulnerable to systemic disruption resulting from data center failures or malicious actors, a fact which Twitter leadership (including its CEO) have ignored and sought to obfuscate;
• Twitter’s platform is built in significant part on the misappropriation and infringement of third party intellectual property; and
• Twitter acquiesced to demands made by the Indian government that its agents be hired by Twitter and given access to Twitter user information.

These allegations, if true, demonstrate that Twitter has breached the following provisions of the Merger Agreement, thereby giving the Musk Parties the right to terminate the Merger Agreement pursuant to its terms as more fully described below.

#2 and #3 is what you're talking about: stuff Musk surely knew or suspected when signing the contract. Also, "data center failures"? I mean, isn't anything online vulnerable to that? I'd like to believe Elon Musk, of all people, knows how the internet works. #4 I have no idea what he's on about.

#1 is what I'm talking about: not that Twitter is loaded with bots, but that they didn't tell anyone about it. Again, Twitter did their own study and handed it over. They should be able to handwave that issue in court. Musk will then have to prove they committed fraud, and good luck with that. He may as well be claiming Tesla defrauded him, because they didn't tell him cars came with tires.

Musk's challenge is rife with issues, and fit into his long public behavior of "I think Twitter is worth less than $44 billion so I'm trying to back out". That's why clauses exist in contracts to block such behavior. Twitter was required by law to provide certain information, which they did. If they lied, that's fraud, but I can think of 44 billion reasons they wouldn't do that. If the original contract said something about the % of bots, maybe Musk would have a case, but I'm willing to bet it didn't.

The deal was scheduled for Oct 24. Musk can't really expect to drag this out forever.

[Forogil]

Musk's challenge is rife with issues, and fit into his long public behavior of "I think Twitter is worth less than $44 billion so I'm trying to back out". That's why clauses exist in contracts to block such behavior. Twitter was required by law to provide certain information, which they did. If they lied, that's fraud, but I can think of 44 billion reasons they wouldn't do that. If the original contract said something about the % of bots, maybe Musk would have a case, but I'm willing to bet it didn't.

It didn't, but as I recall it is even worse for Musk.

As I recall the contract specifically excluded the part of the quarterly reports mentioning bots.

[Breccia]

It didn't, but as I recall it is even worse for Musk.

As I recall the contract specifically excluded the part of the quarterly reports mentioning bots.

The case is in early October I think. I guess we'll find out if Musk really thinks he has a case, or is just posturing. "A few billion" is like 2% of his believed wealth, it'll hurt to settle but he'd be fine.

[Zan15]

The case is in early October I think. I guess we'll find out if Musk really thinks he has a case, or is just posturing. "A few billion" is like 2% of his believed wealth, it'll hurt to settle but he'd be fine.

I'd argue based on the estimates of his debt load his wealth is but a portion of what it appears to be on paper.
a few billion might be closer to 10-15% if his actual wealth

[Milchshake]

The Judge is already burning Musk and his crowd-sourced lawyers.


Almost 3 hours into Musk/Twitter hearing and I actually laughed out loud this exchange:
Musk lawyer (re: whistleblower complaint): one might wonder why we didn't discover this in due diligence .. they hid it, that's why
Judge: we'll never know.. there was no due diligence

[cubby]

The Judge is already burning Musk and his crowd-sourced lawyers.


Almost 3 hours into Musk/Twitter hearing and I actually laughed out loud this exchange:
Musk lawyer (re: whistleblower complaint): one might wonder why we didn't discover this in due diligence .. they hid it, that's why
Judge: we'll never know.. there was no due diligence

(that's awesome - the judge must be having a blast)

At whatever point hits rock bottom and checks out, I really hope SpaceX has a Succession Plan.

[Cynical Asshole]

(that's awesome - the judge must be having a blast)

At whatever point hits rock bottom and checks out, I really hope SpaceX has a Succession Plan.

You do realize that whether or not Musk wins, Twitter will be his anyway, right? So I'm not sure what exactly are you celebrating. Either way he will make massive changes to Twitter.

Like...are you happy he will pay some extra billions from his colossal wealth? Pretty bizarre. You do know the point of the lawsuit was to attempt to get a better price for Twitter, right? Not that he will be in any way bankrupt if he pays the full price.

So the only ones..."winning" are the Twitter board of directors and the shareholders, and I'm willing to bet big money that you and your colleagues here being happy about it, are neither.

Musk losing will only hurry along the transaction, and tbh I would really like that, the drama and meltdowns will come sooner rather than later.

[cubby]

You do realize that whether or not Musk wins, Twitter will be his anyway, right? So I'm not sure what exactly are you celebrating. Either way he will make massive changes to Twitter.

Like...are you happy he will pay some extra billions from his colossal wealth? Pretty bizarre. You do know the point of the lawsuit was to attempt to get a better price for Twitter, right? Not that he will be in any way bankrupt if he pays the full price.

So the only ones..."winning" are the Twitter board of directors and the shareholders, and I'm willing to bet big money that you and your colleagues here being happy about it, are neither.

Not sure you responded to the right post. Did you read this before you posted? You're making things up and then pretending I said stuff, and then...I don't even know.

All I said was the judge's comments were funny, and he must be loving this. And I hope SpaceX has a succession plan.

(and just so you know, no, there is no guarantee of any outcome re Twitter's disposition - it will probably be forced to Musk, if I were betting)

[Breccia]

(that's awesome - the judge must be having a blast)

Maybe not. The motion to push the trial back is denied. The judge also said that Musk can file those whistleblower claims, but of course, if there's no proof they're correct, then Musk doesn't have a legal "out". He'll be forced to pay that billion dollar fine, and still not own Twitter.

[cubby]

Maybe not. The motion to push the trial back is denied. The judge also said that Musk can file those whistleblower claims, but of course, if there's no proof they're correct, then Musk doesn't have a legal "out". He'll be forced to pay that billion dollar fine, and still not own Twitter.

I'm really just enjoying the shenanigans with Twitter and Musk - and quietly hoping his slow-rolling mental breakdown doesn't affect SpaceX before their succession plan is initiated.

The judge's comments re due diligence were funny.

[jonnysensible]

Twitter should ban him for a laugh

[Milchshake]

Just sayin out loud. There's a high probability all of his companies are basically pyramid schemes.

The $258 billion racketeering lawsuit filed in a Manhattan federal court accused Elon Musk and the entities he owns of running a pyramid scheme by driving up the price of Dogecoin more than 36,000% over two years and then let it crash.

[Elegiac]

Just sayin out loud. There's a high probability all of his companies are basically pyramid schemes.

The $258 billion racketeering lawsuit filed in a Manhattan federal court accused Elon Musk and the entities he owns of running a pyramid scheme by driving up the price of Dogecoin more than 36,000% over two years and then let it crash.

I'd ask why people continue to simp for this man but I know it's because he's basically just a televangelist for atheists, as I've said previously.

[Milchshake]

I'd ask why people continue to simp for this man but I know it's because he's basically just a televangelist for atheists, as I've said previously.

Not just atheists, but atheists with a lot of disposable income and time. It's a like perfect storm of the Revolution of Life's Disappointment, meeting the Greatest Generational transfer of wealth in history.

Instead of therapy, people are buying meme flame throwers.

[Forogil]

Maybe not. The motion to push the trial back is denied. The judge also said that Musk can file those whistleblower claims, but of course, if there's no proof they're correct, then Musk doesn't have a legal "out". He'll be forced to pay that billion dollar fine, and still not own Twitter.

Not so fast!

The billion dollar "fine" is his potential out; the other alternative is simply that he pays up (and gets to own twitter).