Twitter sues Elon Musk for backing out of Twitter 44 Billion dollar deal.

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Comixbooks

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Tesla CEO Elon Musk is well aware that his tweets can cost him millions and land him in court. Does that give him pause? Certainly not. Twitter, which is suing the billionaire for attempting the terminate his $44 billion deal to acquire the company, is no doubt giddy over Musk’s lack of self-control and didn’t hesitate to cite his tweets as evidence in its lawsuit.

Filed on Tuesday in Delaware’s Chancery Court, the social media company included countless of the tech billionaire’s tweets to make its case. Twitter is suing Musk to try to force him to go through with his signed agreement to acquire it. The company argues that once the market turned sour—which affected Tesla, the billionaire’s largest source of wealth, and countless other tech companies—Musk wanted out of the deal and tried to fabricate a justification to pull out.

https://gizmodo.com/elon-musk-twitter-tweets-cited-evidence-merger-lawsuit-1849172375

https://www.businessinsider.com/twitter-elon-musk-did-not-read-bot-sample-summary-lawsuit-2022-7

https://www.nytimes.com/2022/07/12/technology/twitter-musk-lawsuit-reasons.html
 
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LOCO LAPTOP

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This meme is fitting:
1657718106787.png
 

Darunion

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I feel like he will end up paying some fine and devalue twitter and then launch his own platform with some promise of advanced quantum lithium nanotech AI that will prevent any bots from having accounts. And be a place of free speech that he will spread around the world out of his own good will. $$$
 

Camberwell

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Not a Twitter fan (or a Musk fan for that matter) but I can't imagine that Twitter would choose to go to court without being sure that Musk is talking crap about bot numbers. Musk seems to just want out as stocks have fallen, and I would be surprised if he didn't have to pony up to get out of the deal....
 

M76

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He devalued Tesla much more by dumping stocks he promised investors he wouldn't ever do.

I said it from the get go that his intentions were not genuine, it was just a big ruse for him to cash out of Tesla.

Unfortunately I can't find the meme which is really apt, but it said something like this:

How it started:
I'll buy twitter and get rid of the bot problem and verify every human.

How it's going:
I'm not buying twitter because it has too many bots.

BTW, the bot info was disclosed and collaborated by external analysts as being somewhere about 5%, which I think is realistic, and actually a huge number. Musk just said I don't believe the numbers, give me the private user data like email addresses so I can verify it myself.
 
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Bigbacon

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Not a Twitter fan (or a Musk fan for that matter) but I can't imagine that Twitter would choose to go to court without being sure that Musk is talking crap about bot numbers. Musk seems to just want out as stocks have fallen, and I would be surprised if he didn't have to pony up to get out of the deal....

I mean if only twitter knows the bot numbers, they can certainly just make up the metrics themselves.
 

Lakados

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Twitter has to sue Elon, they don't have any other options
Elon says the bot problem is much larger than they say it is and that's why he's not buying them and not giving them the $1B for walking away from the deal.
IF Twitter were to just let him walk away after saying that then they are basically admitting that he is right and that bots run rampant on the system, it would be a shitstorm for Twitter, investors would sue, board members would resign, the stock prices would tank which would bring in more law suits, it would be a very bad time for Twitter.
IF Elon is making shit up to get out of buying Twitter then they have every right to sue him and force him to admit he was wrong about their bot numbers and get their money which he owes them.
 

CaffeineMan

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This may be a bit of conspiracy but I read a few things.
1. He never wanted to buy Twitter. It was a way for him to sell Tesla stock without the stock dropping to nothing before an earnings call because he knew Tesla reports would be bad. (Not sure about the earnings call, but Tesla did have a lay off, and the requirement to work in the office would encourage people to quit) "He had to sell Tesla stock to buy Twitter stock"
2. He offered to buy twitter and forgo the discovery. This means he did not get screwed by Twitter, he chose to do this.
3. He shit on Twitter, the Twitter stock price fell.
4. He said he does not want to buy it anymore but there was a purchase agreement in place, so he is legally obligated to buy it at the set price.

Edited added "He had to sell Tesla stock to buy Twitter stock".
also added at the set price.
 
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Literally nothing in this meme is correct.
1st frame: He couldn't (and still can't) buy Twitter. He had to get external help to secure the financing to do it.
2nd frame: Twitter disclosed this info before Elon even got high enough to make his offer. It's part of their standard regulated reporting, and it is public info. This has also been studied extensively and reported on extensively - all before he got high enough to make his offer. But none of that matters anyway because Elon waived his right to evaluate that when he signed an agreement his own lawyers drafted which waived his right to discovery.
3rd frame: Also incorrect. Twitter is suing him in order to get the $1 billion payment that he agreed to in the event he decided to back out.
4th frame: You got it: still false. Twitter will not have to disclose anything at all about bots.

I find it funny how they tried to block him in the beginning, and now are begging him to buy them out.
They are not suing him to buy them out, they are suing him to get the $1 billion exit fee that Elon agreed to.
This may be a bit of conspiracy but I read a few things.
1. He never wanted to buy Twitter. It was a way for him to sell Tesla stock without the stock dropping to nothing before an earnings call because he knew Tesla reports would be bad. (Not sure about the earnings call, but Tesla did have a lay off, and the requirement to work in the office would encourage people to quit)
2. He offered to buy twitter and forgo the discovery. This means he did not get screwed by Twitter, he chose to do this.
3. He shit on Twitter, the Twitter stock price fell.
4. He said he does not want to buy it anymore but there was a purchase agreement in place, so he is legally obligated to buy it.
Here's my take on what happened:
1. Elon got high - very high. He was probably high for 3 days straight like he's talked about on podcasts. While high, he decided to impulse buy Twitter.
2. He was so high that he signed a bunch of agreements without legal review (he's also an ego maniac). One of those agreements was that he would skip the entire discovery phase and thus agree to buy Twitter sight unseen, buyer beware, as-is where-is, etc.
3. When he came back down, he realized this was all a huge mistake. Unfortunately, he signed on for a $1 billion penalty if he backed out. He's hoping that the bot thing (which he himself has used btw) will be his magic escape from responsibility.
4. He's hoping that the bot thing will be enough to get him out of it, and he's starting to get angry that the world hasn't just rolled over for him yet.
 

Comixbooks

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1 Billion penalty lol if that is true guess they call it a termination fee Elon should of just kept a library book on economics past the due date.
 
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toast0

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He was getting ripped off anyway...
He came up with the price, so who's fault is that?

They are not suing him to buy them out, they are suing him to get the $1 billion exit fee that Elon agreed to.
They're asking the court for specific performance --- do the merger, as agreed in the contract, not for the breakup fee.

so should i believe you or all the others saying the opposite!?
Let's just assert the same things over and over, and maybe call people names ;) Maybe read the documents yourself and come to your own conclusion.
 

Sycraft

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I don't think this will go as well for him as some of the Musk fans think it will. Everyone seems fixated on the "bot info" bit, but it really isn't that relevant regardless of what the answer is. The reason is that he waived his ability to investigate and agreed to buy twitter more or less as-is. I'm not sure why he chose to do that, it is pretty rare in business deals. Normally when one business wants to buy another part of the initial negations is a discovery period, or due diligence if you like. Terms are agreed upon, a stack of NDAs are signed and then the company that is looking to do the purchasing gets to look over the details of the one they want to buy. Depending on the nature of the deal it can be pretty in depth and take a fair bit of time. Sometimes deals get called off here, the prospective purchaser sees something they don't like and that is that.

Well for whatever reason, Musk didn't put that in the contract. He agreed to buy Twitter as it is. That doesn't mean there are NO outs, but very few. Normal things that you could say "Man, I don't like that," you can't anymore. The bots are very likely one of those things. Even if Musk thinks it matters, even if you think it matters, contractually it may not.

It is similar to buying a house as-is and waiving appraisal and inspection. If you do that, you have very limited ability to go after the seller and say "This isn't as promised!" when you find something with it you don't like. You have to check that stuff out before the final contract is signed, if you waive your right to then you are pretty well stuck with what you get.

Ultimately we'll see what a judge says, but I'm guessing the reason Twitter is pushing this to a lawsuit is because they are confident in their contract and the independent legal analysis I've seen of it agrees. Now the real question will be if they can come to a settlement before the trial. It is possible Twitter will accept some amount of money, probably more than a $1 Billion breakup fee but less than the full price, to settle and let Musk out of the deal. It is also possible they won't, and they'll go to trial and the court will force him to execute the deal.

Just remember folks: Contract law is serious business. Courts can, and do, force you to follow the terms of contracts you sign. Be careful what you agree to.
 

wizzi01

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I don't think this will go as well for him as some of the Musk fans think it will. Everyone seems fixated on the "bot info" bit, but it really isn't that relevant regardless of what the answer is. The reason is that he waived his ability to investigate and agreed to buy twitter more or less as-is. I'm not sure why he chose to do that, it is pretty rare in business deals. Normally when one business wants to buy another part of the initial negations is a discovery period, or due diligence if you like. Terms are agreed upon, a stack of NDAs are signed and then the company that is looking to do the purchasing gets to look over the details of the one they want to buy. Depending on the nature of the deal it can be pretty in depth and take a fair bit of time. Sometimes deals get called off here, the prospective purchaser sees something they don't like and that is that.

Well for whatever reason, Musk didn't put that in the contract. He agreed to buy Twitter as it is. That doesn't mean there are NO outs, but very few. Normal things that you could say "Man, I don't like that," you can't anymore. The bots are very likely one of those things. Even if Musk thinks it matters, even if you think it matters, contractually it may not.

It is similar to buying a house as-is and waiving appraisal and inspection. If you do that, you have very limited ability to go after the seller and say "This isn't as promised!" when you find something with it you don't like. You have to check that stuff out before the final contract is signed, if you waive your right to then you are pretty well stuck with what you get.

Ultimately we'll see what a judge says, but I'm guessing the reason Twitter is pushing this to a lawsuit is because they are confident in their contract and the independent legal analysis I've seen of it agrees. Now the real question will be if they can come to a settlement before the trial. It is possible Twitter will accept some amount of money, probably more than a $1 Billion breakup fee but less than the full price, to settle and let Musk out of the deal. It is also possible they won't, and they'll go to trial and the court will force him to execute the deal.

Just remember folks: Contract law is serious business. Courts can, and do, force you to follow the terms of contracts you sign. Be careful what you agree to.
And, you haven't seen the contract. Musk says he has the opportunity to review after the deal started. So, I'll take him at his word against someone who hasn't seen the contract.
 

BravO)))

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Elon is the richest person on the planet, with very expensive lawyers. SpaceX wasn't his first venture, nor was Tesla. First, he purchased a stake in the Twitter. He didn't immediately offer to buy it. Second, after making an offer, he understood what he was committing to. There were only a few ways that the transaction could go, and it was kind of obvious that it was probably going to court. Twitter wasn't acting like a normal company with a $54 billion acquisition. Third, if you think he thinks he can just walk away, wrong. There are major penalties that he would face, and him going to court, was expected, if things didn't go well. I mean, who of you legit thinks twitter is honestly 5% bots?
 

toast0

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It is similar to buying a house as-is and waiving appraisal and inspection. If you do that, you have very limited ability to go after the seller and say "This isn't as promised!" when you find something with it you don't like. You have to check that stuff out before the final contract is signed, if you waive your right to then you are pretty well stuck with what you get.
A key difference here is you can often wriggle out of a home contract, because going to court to enforce a real estate contract is slow; and sellers would often rather settle with a no longer interested buyer and sell to someone else than to spend time dealing with the court. Here, the relevant court is pretty quick, Twitter is hoping for a September 19 court date, and expects to spend four days on their arguments, and for the court to rule before the proposed October 24th, closing date. Also, I don't think Twitter has any expectation that they could get a comparable offer if they let this one go.

And, you haven't seen the contract. Musk says he has the opportunity to review after the deal started. So, I'll take him at his word against someone who hasn't seen the contract.
So have the lawyers for Twitter, and they've said he was demanding information he wasn't entitled to. Obviously, Twitter's lawyers are biased, and so is Musk, but I'd bet their lawyers haven't been fined by anyone for untruthful statements, like Musk has (although, sure, the fine was accepted without admission of the allegations).

If you want to see the contract, it's publicly available here; section 6.4 is the part in question with regard to access to information.
 

wizzi01

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A key difference here is you can often wriggle out of a home contract, because going to court to enforce a real estate contract is slow; and sellers would often rather settle with a no longer interested buyer and sell to someone else than to spend time dealing with the court. Here, the relevant court is pretty quick, Twitter is hoping for a September 19 court date, and expects to spend four days on their arguments, and for the court to rule before the proposed October 24th, closing date. Also, I don't think Twitter has any expectation that they could get a comparable offer if they let this one go.


So have the lawyers for Twitter, and they've said he was demanding information he wasn't entitled to. Obviously, Twitter's lawyers are biased, and so is Musk, but I'd bet their lawyers haven't been fined by anyone for untruthful statements, like Musk has (although, sure, the fine was accepted without admission of the allegations).

If you want to see the contract, it's publicly available here; section 6.4 is the part in question with regard to access to information.
So, the way twitter counts its bots would be either of these three reasons?
(i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party, or (iii) jeopardize any attorney-client or other legal privilege.

I doubt it. They know there are more than 5% bots and don't want to show the real numbers. It would probably lead to some legal action against them for fudging numbers.
 

auntjemima

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Not a Twitter fan (or a Musk fan for that matter) but I can't imagine that Twitter would choose to go to court without being sure that Musk is talking crap about bot numbers. Musk seems to just want out as stocks have fallen, and I would be surprised if he didn't have to pony up to get out of the deal....
You can pay companies to provide with 10, 20, 50k worth of followers. If they aren't botting, well fuck me, that's a lot of random people they convince to follow you.
 

Darunion

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You can pay companies to provide with 10, 20, 50k worth of followers. If they aren't botting, well fuck me, that's a lot of random people they convince to follow you.
Might be an argument though, if lets say that company made 50K accounts and owns them all, maybe that does not define as bot? I know not every person is 1 account per person, some have a few, at what point is it too many? It is going to be a bill clinton in court kinda thing "well how do you define the word 'bot'?".
 

BravO)))

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Might be an argument though, if lets say that company made 50K accounts and owns them all, maybe that does not define as bot? I know not every person is 1 account per person, some have a few, at what point is it too many? It is going to be a bill clinton in court kinda thing "well how do you define the word 'bot'?".
Might be a case for fraud.
 
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