Twitter says Musk’s spam analysis used tool that called his own account a bot • Hacker News Board

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#341

Post by ncallaway » Fri, Aug 05, 2022, 11:25 PM UTC

kshacker wrote: post #175

ncallaway wrote: post #83

Earlier quoted context omitted.

It will be hard to negotiate a lower price while a lawsuit about specific performance is still open. Since Twitter has a real (not guaranteed, but not terribly unlikely) of having a court force Musk to buy Twitter at the original price, I don’t think they’d seriously consider selling at a massive discount. I could see a small haircut to the price in a settlement, so maybe that’s the angle. But… with the threat of spe…

Real chance does not mean 100% chance. As long as there is a threat (and fear) of losing, negotiations can happen.

Oh, I wouldn’t say specific performance is close to 100%.

I have no real basis for this, but if I had to put a number on it I’d say it’s a 40% chance (if you let me put a range I’d say between 20-80%, so I don’t have really any confidence in my guess).

But if they don’t get specific performance (which gets them a good sale price, but loses them Twitter), they are very likely to get damages (maybe capped at $1B, maybe not capped at that), which gets them a decent amount of liquid assets while they don’t lose Twitter.

So, I agree, there’s room to negotiate in the uncertainty of the ruling but not getting specific performance doesn’t really mean Twitter loses. The alternative to specific performance could still be a big cash payout with no loss of assets.

So, I think the fear of losing for Twitter is very small. And specific performance is I think a bigger threat towards Musk than its a desirable outcome for Twitter.

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#342

Post by stainablesteel » Fri, Aug 05, 2022, 11:27 PM UTC

a lot of people have said a lot of things about this

if I was going to buy something for billions of dollars, you'd better believe multi-year long negotiations, court cases, and backing off as a tactic would be an obvious strategy

i'll buy into either side's spam once something actually happens, premature judgement -> sensationalism in this case

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#343

Post by bialpio » Fri, Aug 05, 2022, 11:28 PM UTC

biomcgary wrote: post #331

jjeaff wrote: post #105

Imagine this whole ordeal playing out on a house that was not listed for sale. The buyer starts harassing the homeowner to sell to them, they say no, so he buys up the mortgage lender and tries to force a sale. His antics are hurting the home's value so you relent to selling and give him an as-is sale contract, which he signs and gives you 24 hrs to respond or he will try to force a sale. All the while, this is of co…

Not the best analogy. In many (most?) US states, the buyer can just walk away from purchasing a house at any time for just the earnest money, typically 1%.

You may need to have a reason that's called out in the deal to walk away from the deal. If you've e.g. waived inspection contingency and later find some issue w/ the house, you may be forced to close the deal anyway (there may be other contingencies like problems w/ securing financing, but I think that ship has sailed for Elon as well). Not a lawyer, but I expect there may be some way to walk away if you can prove the seller knew about the defect - that also doesn't seem applicable to Twitter deal, since IIUC Twitter gave Elon access to the data they have. We'll see how it plays in court, but I think it's a decent analogy.

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#344

Post by ncallaway » Fri, Aug 05, 2022, 11:28 PM UTC

NotTameAntelope wrote: post #256

ncallaway wrote: post #73

Earlier quoted context omitted.

Not entirely moot. If Musk could demonstrate that the 5% number was actually a fraud (that is, not just wrong, but people were lying about it) and show that the true number is so different that it would cause a material adverse effect, then he’d have an argument to escape the contract even with the DD waiver. I don’t think he has a shot in hell at demonstrating fraud, given the various disclaimers around the quoted f…

That’s kind of like saying he has a shot at getting out of the agreement if the sun collapses.

I’m just saying the issue isn’t legally moot, because there’s a legal path even after due diligence is waived.

But, I think the facts of this case almost certainly foreclose that path.

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#345

Post by conradev » Fri, Aug 05, 2022, 11:33 PM UTC

throwawaycities wrote: post #340

jjeaff wrote: post #105

Imagine this whole ordeal playing out on a house that was not listed for sale. The buyer starts harassing the homeowner to sell to them, they say no, so he buys up the mortgage lender and tries to force a sale. His antics are hurting the home's value so you relent to selling and give him an as-is sale contract, which he signs and gives you 24 hrs to respond or he will try to force a sale. All the while, this is of co…

It’s almost as if Musk used a smoke screen to sell $8.5B in Tesla stock before the crash while redirecting attention to Twitter so as to not raise suspicion about selling his own stock…and then instead of going through with the deal he allegedly sold his Tesla stock to complete, he wants to back-out without paying the $1B penalty. But that can’t be it and what really happened, Musk is buying Twitter for us and restor…

Musk is (was?) not selling Tesla stock. It would be very hard to sell $8.5B of stock without completely crashing its value. He was taking out a loan secured against that stock.

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#346

Post by FrobeniusTwist » Fri, Aug 05, 2022, 11:34 PM UTC

SilverBirch wrote: post #307

hn_throwaway_99 wrote: post #285

I really can't see any other outcome besides Musk getting his ass handed to him by the Delaware Court of Chancery. It's always important to look at incentives and motivations when trying to read the tea leaves, and if you look at Delaware's incentives, it's very clear. The whole reason everyone incorporates in Delaware is because they have centuries of handling business cases and have built out a clear set of rules a…

Actually I have to take you up on this, people who run large corporations say that it's the strong legal regime they have. In reality, it's a tax shelter. The only question is "How much does Delaware care about their status as a real legal regime vs their actual purpose: a tax haven". They know it's difficult to defend "We're a tax shelter sucking revenue out of the rest of the union", so they argue "We have strong l…

What tax, specifically, is Delaware a haven from? Incorporating in Delaware doesn't get you out of Federal income taxes, or state income taxes (to the extent your operations, which are probably not based in Delaware, subject you to income taxes from various states), or sales taxes, or property taxes, etc., etc.

There are some taxes that are avoided by incorporating in Delaware, as opposed to some other jurisdiction, but they round to zero when compared with taxes imposed without regard to where you happen to be incorporated.

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#347

Post by _justinfunk » Fri, Aug 05, 2022, 11:34 PM UTC

Twitter is making two claims that seem to contradict each other:

1) The 5% number is right 2) Musk's number is wrong because bot counting tools are flawed because bot counting is very difficult.

So... if it's very difficult... perhaps your 5% number is wrong?

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#348

Post by rurp » Fri, Aug 05, 2022, 11:35 PM UTC

madeofpalk wrote: post #309

8ytecoder wrote: post #98

Earlier quoted context omitted.

He claimed to buy Twitter, specifically, to clean it up; to get rid of bots. That was his stated goal. "If our twitter bid succeeds, we will defeat the spam bots or die trying!" https://twitter.com/elonmusk/status/1517215066550116354

The weird part is that "twitter has lots of spam bots" is a completely independent claim from "5% of the users who use our website or 1st party apps are bots".

Yep, which I'm sure Elon and his entire crew of bankers and lawyers understand quite well. Musk is lying and sowing confusion in order to mislead people.

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#349

Post by bialpio » Fri, Aug 05, 2022, 11:36 PM UTC

the_duke wrote: post #329

phailhaus wrote: post #78

Earlier quoted context omitted.

It's insane because Twitter has been very careful to explain that the 5% number is not some sort of "promise". > Additionally, our calculation of mDAU is not based on any standardized industry methodology and is not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, our measures of mDAU growth and engagement may differ from estimates published…

IANAL, but "we use our own metric" doesn't sound like an excuse for publishing numbers to shareholders that aren't a best effort estimation based on reasonable methods. If the methods were reasonable is of course possible, but up for debate and at least questionable.

IANAL, but I'm not sure if it matters, as long as the methodology is published? "Here's the number, here's how we calculate that number, don't buy shares if you think our methodology sucks" sounds reasonable to me, especially if they don't have a different number internally that they use to drive the decisions?

Re: Twitter says Musk’s spam analysis used tool that called his own account a bot

#350

Post by throwawaycities » Fri, Aug 05, 2022, 11:43 PM UTC

conradev wrote: post #345

throwawaycities wrote: post #340

Earlier quoted context omitted.

It’s almost as if Musk used a smoke screen to sell $8.5B in Tesla stock before the crash while redirecting attention to Twitter so as to not raise suspicion about selling his own stock…and then instead of going through with the deal he allegedly sold his Tesla stock to complete, he wants to back-out without paying the $1B penalty. But that can’t be it and what really happened, Musk is buying Twitter for us and restor…

Musk is (was?) not selling Tesla stock. It would be very hard to sell $8.5B of stock without completely crashing its value. He was taking out a loan secured against that stock.

According to this regulatory filing with the SEC, and others, he did, as I said a smoke screen to distract from the fact he most certainly did crash the stock as you suggest. A total sale of about $8.5B, but the total Twitter purchase price was $44B and that difference is where you are likely getting the idea of the loan against his remaining stock.

https://www.sec.gov/Archives/edgar/data/0001494730/000089924...