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

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

#71

Post by jjeaff »

pauldenton wrote: post #27
jjeaff wrote: post #16

I find it rather ridiculous and in bad faith that Musk is harping on the bot issue for 2 reasons. First, it wouldn't matter anyway. He signed away any and all rights to due diligence in the agreement. And secondly, it's completely impossible for any outside analysis to determine the number of active users on Twitter because most active Twitter users don't tweet or interact in anyway. They just read tweets and those u…

"He signed away any and all rights to due diligence in the agreement." Why do more fraudsters not use contracts If people can sign away due diligence, sign up for a Diamond, get a Lemon, and have no recourse, surely scammers would be doing this instead of structuring their scam in a way that has the potential of sending them to jail

Sure, indemnity doesn't always work, especially in the case of scammers going after your average consumer.

But clauses like this are highly binding when dealing with high stakes deals between sophisticated parties with highly sophisticated teams of attorneys on both sides of the deal.

And you certainly couldn't break a deal like this on a hunch that the number of daily active users might be wrong. That would be like holding up a national presidential election because the losing team believes there was fraud but has no evidence yet.

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

#72

Post by kergonath »

linuxftw wrote: post #31
jcranmer wrote: post #8

I think Musk's counterclaims are more interesting than Twitter's response. Here's the summary of the five counterclaims: * Twitter committed fraud by lying to the SEC about the mDAU numbers with the intent of inducing Musk to buy Twitter at an inflated price. No, really, this is the allegation (see paragraphs 202-206). * Count 2 is that Twitter committed [Texas fraud statute] by lying when it offered its shares. It's…

> I still can't get over the banana-pants insanity of the first count... arguing that Twitter lied about its numbers for years specifically so that someone would buy it at an inflated price? This describes the entire business model of WeWork (minus the self-dealing), why should Twitter be different?

Hmm tough question… Maybe because they are not the same company, are not managed by the same people, and do not have the same business model? Just a guess…

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

#73

Post by ncallaway »

mcguire wrote: post #41

" The merger agreement contained no references to false or spam accounts, and Musk didn't ask Twitter for any information to verify the number of spam accounts before signing the merger deal, Twitter said. "To the contrary, Musk forwent all due diligence—giving Twitter twenty-four hours to accept his take-it-or-leave-it offer before he would present it directly to Twitter's stockholders," Twitter wrote. " If that's t…

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 figure.

And, if he’s saying the real number is 10%, he just doesn’t have close to a shot at reaching the material adverse effect bar (which lawyers have told me is a very high bar in Delaware courts).

So, on the narrow path that he can navigate after signing away his soul and due diligence waivers, he’s still totally hosed.

He really shouldn’t have signed that contract.

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

#74

Post by hartator »

"Twitter also ties mDAU goals to executive compensation. In 2020 Twitter based its executives’ cash bonus pool on revenue, operating income, and adjusted EBITDA. After Twitter missed those targets in 2020, and only 32% of the cash bonus pool was funded, Twitter determined that mDAU (a highly manipulable number) should be considered in determining whether executives received these bonuses. Following that change, in 2021, 100% of this executive bonus pool was funded. And since Twitter’s adoption of mDAU over MAU, it has reported ten straight quarters of “growth” despite stagnant financial results"

There is also this claim. Not sure why we should Twitter executives benefit of the doubt when they literally tweak metrics to get more money for themselves.

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

#75

Post by pcmoney »

chowells wrote: post #57
pcmoney wrote: post #6

Musk seems like a smart guy who got overconfident and out of his area of expertise and made a series of incredibly stupid decisions. Pretty much every legal and financial professional without a vested Musk related interest seems to think similarly. Matt Levine has been lights out on this topic. Everyone knows his bot claims are just FUD to try and weasel out of writing a check he no longer has the guts to cash with c…

Where was there ever evidence Musk is a smart guy? His only skills appear to be self-aggrandizement and being born rich. Musk is proof that our economic system rewards being already rich, not creating value. He did not found Paypal, Tesla, SpaceX, or anything else that's been successful with his name attached. He did not contribute any tech to those efforts. At best he's contributed publicity, but it's only ever with…

I think that’s a little much. Definitely was estranged from his dad and it seems for good reason. No evidence his alleged childhood wealth funded his adult businesses.

Founding doesnt matter as much as making them as viable as they are today. Seems to have a knack for something, either PR, hiring others, repeatedly betting the farm, slamming his head into a wall etc. whatever it is its on average working.

His companies create thousands of jobs and pay billions in taxes, capitalism seems to be doing its thing very well. (Yay global reduction in poverty!)

Friends who have worked with him say he is very sharp and extremely relentless and hard working. I don’t think he’s a pure confidence man. I do wonder if he has had a bit of a mental break in the past 5yrs or so.

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

#76

Post by pwinnski »

judge2020 wrote: post #58
jjeaff wrote: post #16

I find it rather ridiculous and in bad faith that Musk is harping on the bot issue for 2 reasons. First, it wouldn't matter anyway. He signed away any and all rights to due diligence in the agreement. And secondly, it's completely impossible for any outside analysis to determine the number of active users on Twitter because most active Twitter users don't tweet or interact in anyway. They just read tweets and those u…

> First, it wouldn't matter anyway. He signed away any and all rights to due diligence in the agreement. He waived DD but the claim is that Twitter specifically inflated numbers to make itself appealing for an acquisition/merger, which would still be grounds for breaking the contract without Musk needing to give any money to Twitter or complete the purchase.

IANAL, but I've read Twitter's SEC filings, and I don't see any potential inflation. The section on bots is extremely clear and specifically states that reality may be higher or lower than their rough estimate, after explaining exactly how they make the rough estimate.

So... "We think it's 5% using these methods, but if those methods are wrong, then the actual number could be higher or lower." How does that lead to grounds for breaking the contract?

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

#77

Post by benj111 »

mywittyname wrote: post #29
jcranmer wrote: post #8

I think Musk's counterclaims are more interesting than Twitter's response. Here's the summary of the five counterclaims: * Twitter committed fraud by lying to the SEC about the mDAU numbers with the intent of inducing Musk to buy Twitter at an inflated price. No, really, this is the allegation (see paragraphs 202-206). * Count 2 is that Twitter committed [Texas fraud statute] by lying when it offered its shares. It's…

This provides a lot of insight into how that man got to the top. He clearly has no qualms about lying and bullshitting his way into and out of anything and no amount of proof to the contrary will ever get him to admit he was wrong. I guess this is similar to the "reality distortion field" people claim Jobs had. Except the examples given there were more of him not believing people who said something couldn't be done.

I reach the opposite conclusion.

He offers to buy twitter on a whim, then changes his mind after signing a contract. That doesn't really seem like a good way of getting to the top.

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

#78

Post by phailhaus »

nomel wrote: post #14
jcranmer wrote: post #8

I think Musk's counterclaims are more interesting than Twitter's response. Here's the summary of the five counterclaims: * Twitter committed fraud by lying to the SEC about the mDAU numbers with the intent of inducing Musk to buy Twitter at an inflated price. No, really, this is the allegation (see paragraphs 202-206). * Count 2 is that Twitter committed [Texas fraud statute] by lying when it offered its shares. It's…

> I still can't get over the banana-pants insanity of the first count As someone who's unfamiliar with this, could you explain what's banana-pants insane about a company inflating their hard-to-discover numbers, for profit? I thought that was, unfortunately, banana-pants standard? For example, the fiction that is Twitter or Reddit's user count.

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 by third parties or from similarly titled metrics of our competitors due to differences in methodology.

They covered themselves very clearly, and Musk has no standing here. He knew this, and decided to waive his due diligence and buy anyways.

[1] https://www.sec.gov/Archives/edgar/data/1418091/000141809120...

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

#79

Post by InfoSecErik »

egypturnash wrote: post #37
spansoa wrote: post #19

Earlier quoted context omitted.

His Tweets are all done with an iPhone, as Twitter allows you to see what client a tweet was made from. The only way bot behavior could be done on a smartphone, is if the phone is an iOS virtual machine, and the tweets are programmatically generated using some algo.

You're neglecting the simple solution of a hot dog moved around by a few actuators. Musk could totally be replaced by one of these. Or some other stylus that you can use on a touchscreen with your hands in non-conductive gloves. But a hot dog is funnier.

In the same vein: https://www.youtube.com/watch?v=UXacA35s6vo

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

#80

Post by ncallaway »

AllegedAlec wrote: post #30

I'm still convinced he's just gonna use it to suggest that a judge should meet him in the middle; make him buy the company, but use the allegations of large numbers of bots to reduce the price.

I don’t think there’s any world where that happens.

I think a judge would either order specific performance (e.g. do the thing the contract says, as specified in the contract), or we’re talking about damages (e.g. pay Twitter $X, but you don’t get anything in return).

I think a purchase at a lower price would probably only come from a settlement between the parties, and… I think that’s likely. Twitter didn’t want to be purchased in the first place, and now has Musk over a barrel. I think Twitter is going to use the threat of specific performance to try and extract a damages settlement greater than the contractual $1B from Musk.

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