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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#91

Post by ClumsyPilot »

tempsy wrote: post #29
timsneath wrote: post #17

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's uncl…

This assumes he was serious about it at some point, instead of just cover to sell more Tesla shares and free marketing for himself.

I would like the consequences of his actions to catch up with him.

A Joe Boggs acting in this fgashion would have been taken to the cleaners long ago.

Re: Notice of termination of Twitter merger agreement

#92

Post by jiggawatts »

labster wrote: post #70
tempsy wrote: post #29

Earlier quoted context omitted.

This assumes he was serious about it at some point, instead of just cover to sell more Tesla shares and free marketing for himself.

Gosh, I hope he was serious at the point he signed a contract with a $1B penalty, or else he’s the world’s worst businessman.

If you want to move $40B, this is just a two percent transaction fee to avoid losing $200B by spooking the public investors.

That’s smart.

Re: Notice of termination of Twitter merger agreement

#93

Post by tptacek »

tazjin wrote: post #5
minimaxir wrote: post #3

Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.

They write > Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before fin…

This argument is a sleight of hand. Nobody has claimed that Musk waived his right to information from Twitter. What he waived was his right to diligence, which is the right to information along with the discretionary right to terminate the deal based on it. What he waived was the ability to do anything with the information absent an (impossible to obtain) MAE discovery.

The obvious legalese thing to do in Musk's buyers-remorse situation is to use the information rights to make demands so unreasonable no acquiree can reasonably honor them, which is exactly what he seems to have done here.

Re: Notice of termination of Twitter merger agreement

#94

Post by AlphaSite »

rahimnathwani wrote: post #14
jcranmer wrote: post #9

Earlier quoted context omitted.

First result on Google cropped up this: https://www.sec.gov/Archives/edgar/data/1418091/000119312522...

Section 6.4

I suspect Musk violated these terms himself: > Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4 and, notwithstanding anything to the contrary herein When he made a public m spectacle of the requests for users, etc and publicised data.

Re: Notice of termination of Twitter merger agreement

#95

Post by ben_jones »

minimaxir wrote: post #33
pclmulqdq wrote: post #4

I'm ready for the fireworks. Odds are he will be forced to go through with it, but he will negotiate a lower price. Edit: This is over the mDAU thing still? It's been explained to him very slowly that all the bots that post tweets all day are often not seeing ads, right? That the "monetizable" is a key part of that phrase?

His team apparently had a tough time verifying the data due to API rate limits. > While Twitter has provided some information, that information has 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…

A lot of these rate limits would have been designed off the rubble of the Cambridge Analytica scandals, and would've been designed to prevent a lot of analysis.

I still find it dubious that they couldn't long poll sufficient samples. I'd love to see the raw feedback of Musk's "Data Experts" versus whatever awful telephone game it became through several layers of Executives and Lawyers. I wonder if Musk just has a nepotistic data team next to him.

Re: Notice of termination of Twitter merger agreement

#96

Post by somenewaccount1 »

bryananderson wrote: post #13
minimaxir wrote: post #3

Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.

As Matt Levine explained [0] the “waiving due diligence” doesn’t really mean anything now. What does mean something is that he signed a binding agreement to buy Twitter, giving Twitter the right to compel him to close the deal, and there’s no “too many bots” exception, nor a “you were wrong (or even lied) about something you said” exception. He has to prove that it’s a “material adverse effect” which I understand is…

idk. the fact that the price had already sunk nearly 40% from his price over this period could clearly indicate that his assumption isn't without merit.

Re: Notice of termination of Twitter merger agreement

#97

Post by smcl »

minimaxir wrote: post #3

Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.

The due-diligence-waive thing isn't really relevant according to Matt Levine, who has been pretty consistent about this for months (see the thread @ https://twitter.com/matt_levine/status/1545151445057536001). A couple of choice tweets here:

""" the reason that elon musk can't get out of the deal over the bots thing is not that he "waived due diligence." it's that he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement does not have any outs for "i think there are too many bots. """

... and ...

""" yes i know that this is a small petty thing. but part of my point is that even if he had demanded extensive due diligence, and done it, and then signed the agreement, we'd be in the same place. the waiver or not of due diligence doesn't matter; what matters is we're past that. """

Re: Notice of termination of Twitter merger agreement

#98

Post by sureglymop »

camjohnson26 wrote: post #31
minimaxir wrote: post #3

Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.

Matt Levine has a take down of the supposed bot problem. Basically Elon not only waved due diligence, he signed a binding agreement to buy Twitter, and the bot talk is irrelevant. Even if there’s a problem, Musk should have addressed it before signing an agreement to buy the company. https://twitter.com/matt_levine/status/1545151445057536001?s...

Read this a few weeks ago when the newsletter arrived. Money Stuff by Matt Levine is very worth subscribing to!

Re: Notice of termination of Twitter merger agreement

#99

Post by swores »

dylan604 wrote: post #48
bryananderson wrote: post #13

Earlier quoted context omitted.

As Matt Levine explained [0] the “waiving due diligence” doesn’t really mean anything now. What does mean something is that he signed a binding agreement to buy Twitter, giving Twitter the right to compel him to close the deal, and there’s no “too many bots” exception, nor a “you were wrong (or even lied) about something you said” exception. He has to prove that it’s a “material adverse effect” which I understand is…

I absolutely love that fact that this tweet happy individual might actually get slapped for just tossing out tweets. Not sure if $1B would make him squirm or not, but even for billionaires, $1B is an expensive twitter rant.

If he gets punished it won't be for "just tossing out tweets" it will be for negotiating and signing a legally binding contract and then breaking it.

It would be possible to enter into a contract through tweets alone. That didn't remotely happen here, though.

Re: Notice of termination of Twitter merger agreement

#100

Post by bediger4000 »

cormacrelf wrote: post #78
redact207 wrote: post #42

Earlier quoted context omitted.

My guess is he's hit that obscene level of wealth and realizes he is now beyond the controls of the system, and can therefore game it to his advantage. When you can afford the best legal team money can buy and payoff the rest of the gatekeepers, then the game is simply to transfer wealth into your own pocket in bigger chunks.

You can’t bribe the judges in Delaware. They can force him to go through with the deal at the agreed price, now at a significant premium on market value, and it’s reasonably likely they will. This was not a genius move.

I'm no expert, so what makes Delaware judges specially incorruptible?
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