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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#271

Post by at-fates-hands »

avalys wrote: post #197
atlasunshrugged wrote: post #60

Earlier quoted context omitted.

There's another belief floated by Josh Wolfe (an investor with Lux Capital) who claimed it was a ruse to liquidate Tesla stock en masse without Tesla hodlers getting suspicious and tanking the inflated stock price. https://twitter.com/wolfejosh/status/1545387947578597376

The deal includes a "specific performance" clause, which allows Twitter to force Musk to carry out the deal. He can't simply pay $1 billion and walk away, he's in for a very messy legal fight. This pretext about bots is incredibly weak and he's in no way guaranteed to win. If this really were part of some grand master plan, I think he would have left himself an easier out.

His legal team maintains Twitter is in material breach of multiple provisions of the Agreement and appears to have made false and misleading representations.

https://www.sec.gov/Archives/edgar/data/1418091/000110465922...

Re: Notice of termination of Twitter merger agreement

#272

Post by tzs »

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.

It should be noted that this is largely because Musk agreed to it.

The normal remedy for breach of contract is for the breaching party to have to pay the other party monetary damages sufficient to put the other party in the monetary position they would have been in had the contract not been breached. Court generally will only order someone to actually go through with the contract (which is called specific performance) if monetary damages won't work for some reason.

For example if we have a contract for me to sell you a million microcontrollers at $1 each, which you are going to use to make a million units of some gadget that you are going to sell for a profit of $0.10 each, and I find someone who will give me $2 each for the microcontrollers and so let you know I'm going to breach the contract and sell my microcontrollers to them, a court is very unlikely to order me to honor the contract. They will order me to pay you $100k, the profit you were anticipating making from our deal (and probably attorney fees, and other costs you'd incur dealing with the breach).

But, according to this blog [1] at Findlaw:

> If Musk tries to abandon the deal, Twitter could sue him and ask for specific performance. This remedy is usually hard to get, but Musk agreed to a powerful specific performance clause in the merger agreement. In fact, he didn't just agree that Twitter could get specific performance. He promised that he wouldn't argue it couldn't (forgive the double-negative).

I'm unable to think of any good reason one would agree to that.

[1] https://www.findlaw.com/legalblogs/courtside/is-elon-musk-go...

Re: Notice of termination of Twitter merger agreement

#273

Post by riazrizvi »

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…

He was specifically looking for

> 1. Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU.

> 2. Information related to Twitter’s process for identifying and suspending spam and fake accounts.

His principle activity is influencing. The main sticking point of the proposed merger is information on how Twitter polices fake accounts. Nothing suspicious about this at all. Reminds me of the time a wolf was interested in buying my farm, and mainly wanted to know when my dog was chained up and how long the chain was exactly.

Re: Notice of termination of Twitter merger agreement

#274

Post by thereare5lights »

slg wrote: post #147
atlasunshrugged wrote: post #60

Earlier quoted context omitted.

There's another belief floated by Josh Wolfe (an investor with Lux Capital) who claimed it was a ruse to liquidate Tesla stock en masse without Tesla hodlers getting suspicious and tanking the inflated stock price. https://twitter.com/wolfejosh/status/1545387947578597376

But Tesla stock did drop after the announcement of the deal. I think that is the real reasoning behind him quickly getting cold feet. He probably thought Twitter would be a fun side project, but the backlash from people in regards to Tesla, SpaceX, and just the general public meant it would be more costly both to his reputation and financially beyond just the sticker price. That took the fun out of it so he has been…

> but the backlash from people in regards to Tesla, SpaceX, and just the general public

There's no way he didn't foresee this.

It would be shocking if he is lacking in self-awareness to that extent.

Re: Notice of termination of Twitter merger agreement

#275

Post by mikkergp »

bogomipz wrote: post #263
gkoberger wrote: post #41

This was always going to be how it ended. Elon got what he wanted. Everyone on his side now thinks he's a bastion of free speech, and he can forever say "If I owned Twitter, I would have...". And he gets the credit he wants without having to actually do anything. Twitter got what they wanted. They didn't want Elon to own the company, but they also couldn't ignore the offer. So they called his bluff. They would have e…

>'Everyone on his side now thinks he's a bastion of free speech, and he can forever say "If I owned Twitter, I would have...".' Doesn't he kind of forfeit that bragging right if he tries to walk away from the deal though? >"Twitter got what they wanted. They didn't want Elon to own the company, but they also couldn't ignore the offer." What happens to their stock price after this though if this deal doesn't happen? H…

> Doesn't he kind of forfeit that bragging right if he tries to walk away from the deal though?

I actually don't think so, he gets it more because "liberal big tech tried to screw him and he was smart enough to walk away"

Re: Notice of termination of Twitter merger agreement

#276

Post by rappatic »

petilon wrote: post #53

This is good for Twitter, and good for the world. Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. My guess is Musk never intended to buy Twitter. He needed an excuse for dumping billions of dollars' worth of TSLA at its peak (while at the same time faulting Bill Gates for shorting TSLA), and his…

> Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed

That's what free speech is, whether or not you agree that such a policy of unrestricted free speech is constructive or beneficial.

Re: Notice of termination of Twitter merger agreement

#277

Post by recuter »

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…

> The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him.

It seems apparent to this observer that the spam accounts thing and other metrics were always super inflated and perhaps now there will be a reckoning.

I also think it is very funny how there was much gnashing of teeth and literal tears at the prospect of him owning twitter but now they might end up chasing him and try to force him to buy them, thus further alienating the woke mob and sowing chaos internally. Look how the turn tables have turn tabled.

If they are greedy enough to go to court over it the question of just how fake this company is will stay in the news for the duration of the trial and the stock will tank. If they don't they might have to, you know, actually function like a real company.

This story is far from over.

Re: Notice of termination of Twitter merger agreement

#278

Post by hwers »

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 is such a terrible look for Elon. I’ve really liked him up until now but this just feels like playing with our emotions. Honestly starting to question how much hope there is for mars to happen at all.

Re: Notice of termination of Twitter merger agreement

#279

Post by anigbrowl »

h2odragon wrote: post #148
petilon wrote: post #53

This is good for Twitter, and good for the world. Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. My guess is Musk never intended to buy Twitter. He needed an excuse for dumping billions of dollars' worth of TSLA at its peak (while at the same time faulting Bill Gates for shorting TSLA), and his…

> Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. Twitter is of course currently known as a source of Truth and Harmony. "anything not illegal is allowed" sounds decent to me; if you want stuff illegal, make it illegal. If you want unwritten laws dreamt up by anonymous elites and enforced for ra…

"anything not illegal is allowed" sounds decent to me

And there are numerous forums where that standard is applied; Twitter just happens not to be one of them because they like money.

Re: Notice of termination of Twitter merger agreement

#280

Post by ithinkso »

hourago wrote: post #90
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…

> He's clearly eccentric in his approach to decision making Being called Eccentric is the luxury of the rich. If he was poor one will say "irresponsible" or even "crazy".

It is irresponsible to do something eccentric if you cannot afford it
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