531–540 of 585 posts
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That’s kind of like saying he has a shot at getting out of the agreement if the sun collapses.
Meanwhile other people argue that, even if twitter reports a wildly wrong number, twitter still isn't at fault. It seems like people like to exaggerate both ways.
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> What information? The contract is already in the public, but okay you want to waste court time. The contract stated that Twitter had to provide Musk with internal data as required to close the deal. His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'. Just for completeness sake, Twitter seemed to still try (the token thing…
"His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'." Here's the thing though: None of that data was required to close the deal. Musk had no diligence rights, he explicitly gave them up, and the contract clearly says so. He doesn't get to do regular diligence through that clause, it's meant to cover the literal things neces…
1. due diligence as a buyer (contract) to review additional information, ask questions etc
2. using public information to purchase as an investor (he was) for a public company regulated by SEC
I think the claim is not that he has the right to #1 (he didn’t) but that #2 was false and has been false.
No idea if contract laws let #2 get him off the hook though
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> What information? The contract is already in the public, but okay you want to waste court time. The contract stated that Twitter had to provide Musk with internal data as required to close the deal. His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'. Just for completeness sake, Twitter seemed to still try (the token thing…
Twitter was contractually obliged to give him data to help him close the deal, not to help him find a way to squirrel out of the deal.
If I recall correctly, Twitter says they had no obligation to provide the firehose to Musk, but they did anyway. Musk had issues with rate limit, but twitter fixed it in reasonable time.
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Meanwhile other people argue that, even if twitter reports a wildly wrong number, twitter still isn't at fault. It seems like people like to exaggerate both ways.
There’s no version of this where Twitter is at fault…
Yeah, I disagree.
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There’s no version of this where Twitter is at fault…
If twitter bot number is, say, 30%, you mean twitter will not be charged by SEC? Yeah, I disagree.
Buying into Elon Musk’s bullshit is a gigantic waste of time.
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"His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'." Here's the thing though: None of that data was required to close the deal. Musk had no diligence rights, he explicitly gave them up, and the contract clearly says so. He doesn't get to do regular diligence through that clause, it's meant to cover the literal things neces…
IANAL, but I think it makesMore sense if you separate it into: 1. due diligence as a buyer (contract) to review additional information, ask questions etc 2. using public information to purchase as an investor (he was) for a public company regulated by SEC I think the claim is not that he has the right to #1 (he didn’t) but that #2 was false and has been false. No idea if contract laws let #2 get him off the hook thou…
Musk wanted to invent some means to count users in an effort to demonstrate fraud. But that's not fraud. Just because musk provides an alternate means to count users, doesn't demonstrate fraud.
Full stop. Unless he proves that they didn't count the way they claim, he has not claim. Waiving he due diligence clause is what makes his claims a non issue.
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There’s no version of this where Twitter is at fault…
If twitter bot number is, say, 30%, you mean twitter will not be charged by SEC? Yeah, I disagree.
Can you define with specificity what the “twitter bot number” is? Because Twitter doesn’t claim that 5% or fewer of accounts are bots.
They claim that “according to their ongoing reviews and subjective numbers” less than 5% of accounts they qualify as an monetizeable user are “false or spam”.
Twitter could be 90% bots and spam, and not be even slightly inaccurate in their statement to the SEC, if they were correctly identifying those accounts and only tracking the remaining 10% as monetizable accounts.
Further Twitter very clearly disclaims that identifying a “false or spam” account is a subjective measure that requires them to apply “significant judgement” to determine. Because it’s subjective, it wouldn’t be sufficient to show “the bot number” (which I’m going to treat as “the percent of mDAU which are false or spam accounts”) is 30%. You’d also have to show that Twitter knew that their process and judgement were flawed to the point of deliberately being deceptive.
Below is the specific statement Twitter put in their quarterly 10-K filings. I don’t see them catching a charge from the SEC for merely being wrong.
> The numbers of mDAU presented in this Annual Report on Form 10-K are based on internal company data. While these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring usage and engagement across our large number of total accounts around the world. Furthermore, our metrics may be impacted by our information quality efforts, which are our overall efforts to reduce malicious activity on the service, inclusive of spam, malicious automation, and fake accounts. For example, there are a number of false or spam accounts in existence on our platform. We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the fourth quarter of 2021 represented fewer than 5% of our mDAU during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter. In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated. We are continually seeking to improve our ability to estimate the total number of spam accounts and eliminate them from the calculation of our mDAU, and have made improvements in our spam detection capabilities that have resulted in the suspension of a large number of spam, malicious automation, and fake accounts. We intend to continue to make such improvements. After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics. We also treat multiple accounts held by a single person or organization as multiple mDAU because we permit people and organizations to have more than one account. Additionally, some accounts used by organizations are used by many people within the organization. As such, the calculations of our mDAU may not accurately reflect the actual number of people or organizations using our platform.
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The point to me seems to be to set up things where this won’t go to court: if the primary claim is that Twitter misstated mDAU, the downside risk to Twitter is far greater than to Musk (I think) to have that fact finding occur. If it turns out the court agrees with Musk, then in one swoop the deal falls through, Musk is vindicated, the reputation of Twitter’s entire executive leadership and board is permanently damag…
Twitter seems pretty confident about revealing their process to calculate that figure: They’ve described it multiple times and been explicit in their SEC filings. As they should have been, as it’s a sound enough process given constraints and doesn’t need to be 100% accurate. They have nothing to worry about.
I agree with you that they seem confident, but the entire back and forth around mDAU originated with Musk and my belief is that choice of dispute was taken in the interest of setting things up so they won't actually go to court. The gambit of course may fail and it may go to court.
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Is he even capable of selling just because he wants to buy something? Insiders have to have a stock acquisition/disposition window and follow that schedule to only sell during that pre-determined schedule I don't really understand this theory/criticism, can you elaborate? note, its not about whether he did, its about whether its important since all insiders have windows and schedules they can and can't sell in in thi…
He sold $8.5B in stock over 3 days and within 2 days of the sales filed Form 4’s (changes in beneficial ownership) as required by the SEC. If you have SEC filings showing these sales were scheduled in advance show please link them.
So proving that they werent is More important than proving that they were
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> Musk signed a contract with an exit clause. There are some exit clauses (like Musk not getting financing from his banks) but they don't apply here. Specifically, there's no exit clause for the bot percentage. > If it was a promise it could be written on a hallmark card. Are you just trying to change the meaning of the word promise? Most people would agree that if you break a promise you pay a price - it might be a…
This is just pure misinformation.
Musk is actually obligated to buy the company at this point. It is unlikely the courts will fully attempt to force such a large purchase. But the penalty decided could be much higher than $1B.