IvanKaramazov
Footballguy
I don't believe you. I think your concern for this particular issue is driven entirely by an irrational animus toward Elon Musk personally.
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Twitter and Elon Musk (1 Viewer)
- Thread starter Joe Bryant
- Start date
Nugget
Footballguy
Fair.
I think I can think Elon is a ######## and not like people who use their position to have sex with subordinates. Overlapping circles in my ethical Venn diagram.
Desert_Power
Footballguy
Nugget said:
I didn't realize this was one of his companies. Certainly not a good look to be having affairs with people at companies you control. If he's broken a law, prosecute him or sue him civilly. That still doesn't tell me which of his "causes" he's hurting. Those are your words. This doesn't hurt Tesla or SpaceX, or any of his other ventures as far as I can tell. He's never put himself out there as a role model so no "cause" there to hurt. All this tells me is that, like most of us, he has flaws. He's human. That's good to know actually.
Bottomfeeder Sports
Footballguy
FYI - There were several articles along the lines of this one over the weekend quoting Lori Garver who is peddling a book from her time at NASA.
massraider
Footballguy
From WaPo:
Elon Musk’s deal to buy Twitter is in serious jeopardy, three people familiar with the matter say, as Musk’s camp concluded that Twitter’s figures on spam accounts are not verifiable.
Musk’s team has stopped engaging in certain discussions around funding for the $44 billion deal, including with a party named as a likely backer, one of the people said. The people spoke on the condition of anonymity because of the sensitivity of the ongoing discussions.
Talks with investors have cooled in recent weeks as Musk’s camp has raised doubts about the recent data “fire hose” — a trove of data sold to corporate customers — they received from Twitter. Musk’s team’s doubts about the spam figures signal they believe they do not have enough information to evaluate Twitter’s prospects as a business, the people said.
Elon Musk’s deal to buy Twitter is in serious jeopardy, three people familiar with the matter say, as Musk’s camp concluded that Twitter’s figures on spam accounts are not verifiable.
Musk’s team has stopped engaging in certain discussions around funding for the $44 billion deal, including with a party named as a likely backer, one of the people said. The people spoke on the condition of anonymity because of the sensitivity of the ongoing discussions.
Talks with investors have cooled in recent weeks as Musk’s camp has raised doubts about the recent data “fire hose” — a trove of data sold to corporate customers — they received from Twitter. Musk’s team’s doubts about the spam figures signal they believe they do not have enough information to evaluate Twitter’s prospects as a business, the people said.
massraider
Footballguy
It's bothersome that it appears Elon doesn't value free speech like the rest of us.
CletiusMaximus
Footballguy
I expect this goes without saying for anyone paying attention, but obviously it doesn't matter if Musk's team "believe they do not have enough information to evaluate Twitter’s prospects as a business." That ship sailed long ago.
joffer
Footballguy
McBokonon
Footballguy
HellToupee
Footballguy
Dinsy Ejotuz
Footballguy
Hope Twitter deletes his lying, market-manipulating account.
FreeBaGeL
Footballguy
The same as every twitter clone that people have flocked to when trying to get away from Twitter. It was going to be a free beacon of posting for all of about 30 minutes before they realized "wait, people are awful, we have to moderate this or it's going to turn into a steaming cesspool that no one will visit", and then it'd end up even more restrictive than original twitter in the end.
Probably. I wouldn't bet against Musk, but I think he probably realized he bit off a bit more than he can chew here. I think it's a lot harder to solve the issues of human nature in a pseudo anonymous de facto town square than it is to send people to Mars.
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Dinsy Ejotuz
Footballguy
So Twitter is intent on forcing the deal through on the agreed terms, and not just going after the $1 billion he owes them for breaking the agreement.
Basically they don't want his $1B, they want all $44 billion and are suing to get it.
Basically they don't want his $1B, they want all $44 billion and are suing to get it.
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George Costanza
Footballguy
I'm not really surprised by this news, however I am surprised that he finally figured out how to pull out of anything given his track record...
Dinsy Ejotuz
Footballguy
Free legal advice: do your due diligence prior to signing binding purchase agreements.
I'll definitely remember that for the next time I purchase a multi-billion dollar business.
Gopher State
Footballguy
To those who own Twitter and though they were going to get $54.00 or so a share
Dinsy Ejotuz
Footballguy
massraider
Footballguy
Love to see Twitter force the deal, and the next day Jack Dorsey announces he is starting a new social media site, Fritter.
Dinsy Ejotuz
Footballguy
"Elongate" IMO
It's like Twitter except allows you to ramble incoherently for as LONG as you like. No character limits.
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bigbottom
Footballguy
Has the purchase agreement been made public? I’d be interested to take a look. In my experience, Delaware Courts generally enforce contracts in accordance with their terms and are less concerned about public policy considerations or issues of fairness.
I don't know. At least some parts of it I think must have been because @krista4 posted her analysis of it earlier in this thread. I believe she touched on what it would take for him to walk away. I'm too lazy to go back and look for her posts from back then. This could get interesting though.
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George Costanza
Footballguy
Thanks. Not sure what you mean by alias though. Do you think I am someone other than me?Alias or not, that was some funny ####.
George Costanza
Footballguy
Was there someone who used that name in the past? I can 100% guarantee that I only joined a few months ago, and this is my only account. Picked this name because I think George Costanza is the greatest character in TV history… no other reason.
Test me if you’d like. I’m game.
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bigbottom
Footballguy
Oh this is right up @krista4’s alley. I’ll look for her post. Thanks.I don't know. At least some parts of it I think must have been because @krista4 posted her analysis of it earlier in this thread. I believe she touched on what it would take for him to walk away. I'm too lazy to go back and look for her posts from back then. This could get interesting though.
bigbottom
Footballguy
Found it! Fascinating stuff.Due diligence outs would come at the LOI stage, not after a definitive agreement is signed. So at this point, since there's a merger agreement in place, his due diligence is over for these purposes. What he has, as you mentioned, is a MAC out. But the standard for getting out of a deal for a MAC is extremely high and is almost never granted by a court. I took a look at the language in this agreement, and it's standard stuff except that the exceptions to the MAC out are a bit broader than usual (i.e., they favor Twitter). No facts have changed with respect to the bots since the day the deal was signed, and in my opinion there is zero chance that Musk could get out of this transaction by claiming a MAC on this basis.
A different way he could go about it is that he could claim that Twitter's SEC filings are misleading, given that the merger agreement contains the standard 10b-5 representation regarding their filings. Since it's a closing condition that the reps be true at closing, he could say that this is a breach of the rep. But claiming that the company you want to buy has filed misleading documents with the SEC is...well, not ideal for obvious reasons.
By the way, although there is a break fee and a reverse break fee in the agreement, there's also a specific performance provision that would in essence force Musk to do the deal or at least pay for it. A court enforcing a specific performance provision and forcing a deal through is even more unheard of than a party getting the benefit of a MAC condition, but it has happened. So it's not a given that he can just pay the reverse break fee and walk away.
I was wondering why there wasn't something in the agreement preventing Musk from all these public statements, and of course I found that in fact there is a typical confidentiality clause that prevents either party from making public statements without the other party's consent. He's just breaching that provision left and right.
All of the above is meant to say that Musk doesn't seem to have a legal leg to stand on given the agreement. Twitter was represented by Simpson Thacher, a top firm for transactions, and they did their job well, as would be expected. That doesn't mean that practically Musk doesn't have any leverage to re-negotiate, though. This chaos is undoubtedly having an effect on their business, and while Twitter would win in the long run, I don't know if they have the stomach for a protracted legal battle with Musk on this. On the other hand, even if Twitter re-negotiates, that doesn't mean it would be smooth sailing for them since Musk could continue to wreak havoc.
Dinsy Ejotuz
Footballguy
Found it.Due diligence outs would come at the LOI stage, not after a definitive agreement is signed. So at this point, since there's a merger agreement in place, his due diligence is over for these purposes. What he has, as you mentioned, is a MAC out. But the standard for getting out of a deal for a MAC is extremely high and is almost never granted by a court. I took a look at the language in this agreement, and it's standard stuff except that the exceptions to the MAC out are a bit broader than usual (i.e., they favor Twitter). No facts have changed with respect to the bots since the day the deal was signed, and in my opinion there is zero chance that Musk could get out of this transaction by claiming a MAC on this basis.
A different way he could go about it is that he could claim that Twitter's SEC filings are misleading, given that the merger agreement contains the standard 10b-5 representation regarding their filings. Since it's a closing condition that the reps be true at closing, he could say that this is a breach of the rep. But claiming that the company you want to buy has filed misleading documents with the SEC is...well, not ideal for obvious reasons.
By the way, although there is a break fee and a reverse break fee in the agreement, there's also a specific performance provision that would in essence force Musk to do the deal or at least pay for it. A court enforcing a specific performance provision and forcing a deal through is even more unheard of than a party getting the benefit of a MAC condition, but it has happened. So it's not a given that he can just pay the reverse break fee and walk away.
I was wondering why there wasn't something in the agreement preventing Musk from all these public statements, and of course I found that in fact there is a typical confidentiality clause that prevents either party from making public statements without the other party's consent. He's just breaching that provision left and right.
All of the above is meant to say that Musk doesn't seem to have a legal leg to stand on given the agreement. Twitter was represented by Simpson Thacher, a top firm for transactions, and they did their job well, as would be expected. That doesn't mean that practically Musk doesn't have any leverage to re-negotiate, though. This chaos is undoubtedly having an effect on their business, and while Twitter would win in the long run, I don't know if they have the stomach for a protracted legal battle with Musk on this. On the other hand, even if Twitter re-negotiates, that doesn't mean it would be smooth sailing for them since Musk could continue to wreak havoc.
What is your code for your ATM card? (I should probably specify I am talking about the character, I am not trying to dox you)
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The General
Footballguy
What a fraud.
@krista4is always fascinating.
So what do you all think? Is Musk trying to renegotiate a lower price? Or do you think he is pulling out entirely?
Gopher State
Footballguy
He buy at a lower price, this is business 101 negotiating@krista4is always fascinating.
So what do you all think? Is Musk trying to renegotiate a lower price? Or do you think he is pulling out entirely?
Dinsy Ejotuz
Footballguy
I think he's impulsive as hell and no one can tell him no.@krista4is always fascinating.
So what do you all think? Is Musk trying to renegotiate a lower price? Or do you think he is pulling out entirely?
Also, I think his Tesla fortune has taken a giant hit since he started this boondoggle, and he's looking for a way out of the deal. Has nothing to do with bots.
massraider
Footballguy
Look, we all you know you're ArtVandelay.
You can pretend otherwise, you ain't fooling anyone
joffer
Footballguy
massraider
Footballguy
This is true, if you don't give up a billion dollars, and then get dragged to court, you clearly do NOT know how to negotiate.
Dang he's brilliant
He definitely doesn't want to buy Twitter, IMO. The question is how much he'll have to pay to get out of it.
Somewhere between a billion and ... a lot more than that.
2Squirrels1Nut
Footballguy
A friend asked me about the story and I told him that as smart as Musk is he just blew a billion dollars, going to spend a lot of time in court.
**********Our View**********
We're downgrading Musk to a what the heck starting status. He still has flashes of greatness but his glory days may be behind him.
2Squirrels1Nut
Footballguy
Definitely but fully expect "Musk wanted to buy Twitter but the Deep State wouldn't let him because he was going to reveal the truth! They even made him pay a billion dollars to silence him!".
The "Elon Musk is an idiot" phase is my favorite part of the storyline.
CletiusMaximus
Footballguy
https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm
His termination letter references section 6.4 “access to information” clause and the 10b-5 claim @krista4 wrote about back in May. You can see that section gives twitter broad discretion. It’s a really hard claim, but it’s also hard to get a Delaware court to enforce a specific performance clause. It will be interesting. I would think a lawsuit will be filed by one of them on Monday and it will be an expedited proceeding.
Here’s the termination notice. https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htm
