I’m curious if Twitter will kick Elon Musk off the network.
Notice of termination of Twitter merger agreement
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Re: Notice of termination of Twitter merger agreement
#712Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…
Do they always have the option of settling at any point in the process? Like if Musk said "$20 billion penalty but I don't buy the company", I assume they'd say yes? (Or substitute a bigger number if not.) So are they just negotiating at this point if Musk has a penalty number he's willing to pay?
Twitter and Musk already agreed to a 1 billion dollar penalty. He’s trying to get out of it, even though he already waved due diligence.
Re: Notice of termination of Twitter merger agreement
#713Earlier quoted context omitted.
> Twitter is supposedly not providing the data Not really. Reading the letter it sounds more like Musk has started to make more specific requests, likely in the hopes of them not being able to service them. For example, he claims in the letter that he requested daily mDAU numbers for the previous 8 quarters (i.e. 2 years) and they only gave him rolled-up numbers. I find it completely believable that they may not have…
Stats get increasingly expensive and useless to store, but one would think mDAU would be one tagged for high precision long retention storage.
I mean, no? Why on earth would I want Thursday the twenty thirds mDAU from a year and a half ago? If it's not bringing value, it's costing money, and it's unlikely to provide value, so why keep it?
Re: Notice of termination of Twitter merger agreement
#714Earlier quoted context omitted.
> Musk is saying, you haven't demonstrated your numbers are accurate. It has nothing to do with accuracy. Twitter is supposedly not providing the data: 'While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its con…
> Twitter is supposedly not providing the data Not really. Reading the letter it sounds more like Musk has started to make more specific requests, likely in the hopes of them not being able to service them. For example, he claims in the letter that he requested daily mDAU numbers for the previous 8 quarters (i.e. 2 years) and they only gave him rolled-up numbers. I find it completely believable that they may not have…
If you've ever run analytics at even a mid-sized company (let alone large, where it's even more critical to keep this stuff), getting daily mDAU is trivial and you'd have to have a grossly irresponsible data policy to be unable to pull that.
Nobody worth their wage drops data that aggressively unless they are compelled by law.
Re: Notice of termination of Twitter merger agreement
#715Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…
I actually have experience with this type of stuff, some business tried to acquire mine and kept postponing, and ended up with some excuse that there wasn’t enough technical design documentation, which would be a real-breaker. It wasn’t super big money, but also not small (high 6-figures). I ended up suing them, won on all counts, and the deal had to go through. Unfortunately, this company simply refused to do that e…
Difference being, Twitter has deep pockets and are highly motivated to see this through.
Re: Notice of termination of Twitter merger agreement
#716Earlier quoted context omitted.
How could they refuse after being compelled by a court ruling? Did they appeal / sue you back? Can't see how they could simply say... "no".
The judge ruled that the payment had to be made immediately; they could sue back, but they would have to pay first. In their words, it was a “BS ruling”, and they simply didn’t pay. I’ll tell you that I didn’t know you could just say “no”, but they did. My lawyers were at the point that they would send a (legally backed) letter to all their customers, that their payments should be redirected to some court. It would h…
> I had the choice of going through with all this, but the outcome would still be uncertain, legal fees would increase, and take a long time regardless.
So it’s just you deciding not to go with this… for some reason.
I’m pretty sure if you enforced the ruling, you’d have gotten a quick response from them. It might seem like a dick move but they moved first.
At $44bn, I highly doubt the dudes of Twitter will take the same stance you took.
Re: Notice of termination of Twitter merger agreement
#717> I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors. There’s no evidence that he’s a good engineer or a good businessman, save if committing fraud or stealing the accomplishments of others is in the list of things that qualifies one of either. It’s beyond tim…
https://www.britannica.com/biography/Elon-Musk
> save if committing fraud or stealing the accomplishments of others
Re: Notice of termination of Twitter merger agreement
#718Earlier quoted context omitted.
I agree with your analysis. This has always seemed a situation driven by ego rather than rational thought and I expect ego will prevail and we will see futile legal + PR trench warfare for a while. However, my understanding of M&A law[1] is it's not enough for him to say that the numbers are missing or even wrong. He has to say that there was a material breach caused by the fact that the numbers were missing or wrong…
The podcast Opening Arguments had two great episodes about the legal details of this deal (note the first episode doubting this deal would go through was from 2 months ago): July 4th: https://openargs.com/oa610-elons-twitter-deal-was-a-complete... May 12: https://openargs.com/oa595-shareholders-sue-twitter-alleged-...
Thanks for these. Everyone else seems to be theory-crafting what will and could happen, but this is a practical, more grounded take.
Re: Notice of termination of Twitter merger agreement
#719> I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors. There’s no evidence that he’s a good engineer or a good businessman, save if committing fraud or stealing the accomplishments of others is in the list of things that qualifies one of either. It’s beyond tim…
SpaceX is actually doing great things. Tesla was very innovative 5 years ago. These two, especially spaceX, are quite impressive.
Tesla is stolen and only saw success because of endless amount of government subsidies and a tremendous amount of fraud on Musk’s part and SpaceX was a shitshow until he went hands off.
Re: Notice of termination of Twitter merger agreement
#720Elon 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…
> Is the merger agreement public?
Yes [1].
[1] https://www.sec.gov/Archives/edgar/data/0001418091/000119312...