Notice of termination of Twitter merger agreement • Hacker News Board

Re: Notice of termination of Twitter merger agreement

#921

Post by Forgeties79 » Sat, Jul 09, 2022, 3:29 PM UTC

lettergram wrote: post #632

mzs wrote: post #163

>The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery. Bret Taylor, Twitter board chair - 4:51 PM Chicago time · Jul 8, 2022 https://twitter.com/btaylor/status/1545526087089696768

The most likely scenario is a settlement at a lower price imo. Musk was never going to pay the original offer because it was / is well known Twitter has a bot problem. He surfaced the issue and is threatening to scuttle deal based on twitters throttling the API. Which is limiting the due diligence ability of Musk’s financiers to appropriately evaluate their investment. Now the negotiations will take place and I suspe…

>Which is limiting the due diligence ability of Musk’s financiers to appropriately evaluate their investment.

He waived his DD so that’s 100% on him and his unchecked ego, like most of his problems he likes to blame on everyone else.

Re: Notice of termination of Twitter merger agreement

#922

Post by yodegge » Sat, Jul 09, 2022, 3:45 PM UTC

Nobody should be forced to buy something they don't want to. > BUT HE AGREED BEFORE! He changed his mind after Twitter didn't provide the information they said they would. > BUT HE HAS TO BUY IT NOW! No, he doesn't have to, people can revoke buying offers. I'm afraid to ask your views on sexual consent.

Re: Notice of termination of Twitter merger agreement

#923

Post by justinzollars » Sat, Jul 09, 2022, 3:45 PM UTC

jungle2jungle wrote: post #634

justinzollars wrote: post #551

The Hacker News community has really turned into an angry mob over the years! Wow. So much Elon Hate - he made the Electric Car, He makes Rockets. Give the dude a break. I know its hard to live up to your personal standard of Piety/Orthodoxy - but realize some people are producing things. This is an example of a recent Trend: https://twitter.com/search?q=%22Jared%20Kushner%22&src=trend... Click on the top 10 accounts…

Quick, call Elon's lawyers! You have incontrovertible proof!

Proof? Legal Discovery will force the burden of proof on Twitter.

Re: Notice of termination of Twitter merger agreement

#924

Post by bediger4000 » Sat, Jul 09, 2022, 4:09 PM UTC

dotopotoro wrote: post #873

gsibble wrote: post #236

Earlier quoted context omitted.

You're being downvoted. Another sad day on HN when free speech is downvoted.

Was gp sarcastic? Are you sarcarstic? (I need an app for that..)

I guess we'll never know. I think this is sad.

Re: Notice of termination of Twitter merger agreement

#925

Post by edgyquant » Sat, Jul 09, 2022, 4:10 PM UTC

taberiand wrote: post #871

rocqua wrote: post #690

Earlier quoted context omitted.

SpaceX is actually doing great things. Tesla was very innovative 5 years ago. These two, especially spaceX, are quite impressive.

There's a reasonable argument that these great things are despite Musk, not due to him.

Then please make it instead of hinting…

Re: Notice of termination of Twitter merger agreement

#926

Post by EdSchouten » Sat, Jul 09, 2022, 4:10 PM UTC

yodegge wrote: post #922

Nobody should be forced to buy something they don't want to. > BUT HE AGREED BEFORE! He changed his mind after Twitter didn't provide the information they said they would. > BUT HE HAS TO BUY IT NOW! No, he doesn't have to, people can revoke buying offers. I'm afraid to ask your views on sexual consent.

At the cost of a financial penalty.

Try buying a house, but changing your mind right before going to a notary. At least here in the Netherlands congrats typically state you’ll have to pay 10%.

The agreement that Elon apparently had with Twitter included similar clauses.

Re: Notice of termination of Twitter merger agreement

#927

Post by t_mann » Sat, Jul 09, 2022, 4:16 PM UTC

Hendrikto wrote: post #916

t_mann wrote: post #876

Earlier quoted context omitted.

Sounds like a very unpleasant experience, sorry to hear. But I'm not sure it's a good precedent for this case, for two reasons: a) You were happy to settle, which sounds understandable. But when the stakes are $44bn and most actors on Twitter's side are but agents for Twitter shareholders, their chief concern will be not breaking their fiduciary duties if they accept anything less than the maximum amount they could g…

> It's a bit hard to imagine how the legal bills for seeing this through could stack up to even .1% of the purchase price ($440m) That is 1%, not .1%

You're right, my bad.

Re: Notice of termination of Twitter merger agreement

#928

Post by smaryjerry » Sat, Jul 09, 2022, 4:17 PM UTC

dkjaudyeqooe wrote: post #102

that_guy_iain wrote: post #7

Earlier quoted context omitted.

They’re not claiming a lack of sue diligence, they’re claiming fraud. Which is different. They’re saying they’re lying about the numbers. Which would be fraud.

Which is nonsense, since the numbers in question are not verifiable. How can you identify a "spam account"? It's not possible to definitively determine the intent of someone opening or using a new account. So the numbers are arguable either way. Musk is using this fact to try to wriggle out of a disastrous impulse buy.

It’s not that subjective anyone using twitter still sees spam accounts promoting a website, business, product, or scam on every post. Twitter just said they remove 1M spam accounts each day. Their mDAU is claimed to be around 200M. This means they are deleting around half a percent of their users every single day. That seems like a lot to be identifying to me, but doesn't really determine if they are deleting enough or not but does show me that being higher than 5% is very possible when you have to delete that many accounts every 10 days.

Re: Notice of termination of Twitter merger agreement

#929

Post by bdefore » Sat, Jul 09, 2022, 4:20 PM UTC

afterburner wrote: post #689

seanhunter wrote: post #628

Earlier 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. I listened to the July 4th one. For others who may be interested, the first 20 mins are unrelated and you may want to skip ahead to the 45 minute mark or so for their conclusions.

Here is the brunt of why they think the deal won't go through: because it is difficult to prove extent of damages and because innocent third parties (the banks partnering with Musk) would be adversely affected, the courts will be disinclined to trigger the historically rare 'specific performance' to compel the merger. They believe a more likely outcome is Musk will instead be compelled to pay the $1 billion but a decade-long legal battle will ensue over it.

While it is an interesting listen, I wish they provided more substance for their conclusions especially since they're running counter to most other debate I'm seeing. Third parties aside, I fail to understand how legally the courts cannot pursue Musk's personal assets for the full amount. But I'm not a lawyer and haven't read the purchase agreement in detail.

Re: Notice of termination of Twitter merger agreement

#930

Post by pdabbadabba » Sat, Jul 09, 2022, 4:24 PM UTC

p1necone wrote: post #888

goto11 wrote: post #786

Earlier quoted context omitted.

Is censorship via algorithms illegal? Doesn't all social media platforms do that?

It's not. This seems to be yet another person who is very confused about what the first amendment says (despite it being only 45 words long and written in plain english).

You're correct, but are being unduly harsh. Reading the text of the First Amendment only gets you so far. For example, it says "Congress shall make no law...abridging the freedom of speech." But guess what? It also applies to state governments, actions of the executive, public schools, and all sorts of governmental things other than laws passed by congress. And don't even get me started on the universe of legal nuance packed into the other words. (What is "the freedom of speech"? What does it mean to "abridge" it?) And these are just the ten words of the speech clause!

You're right that it (mostly![1]) doesn't apply to private parties, but the text doesn't tell you much about what the First Amendment does and does not apply to these days.

[1] There are some fringe cases where a private company takes on some First Amendment obligations by fulfilling the traditional role of government, such managing seemingly public spaces.