The ongoing X and Elon Musk Transgressions Thread

[Erick Estrada]

What goes up must come down. Elon's day will come. I can't wait.

[photon]

Twitter is going to sue to enforce the deal.

I don't like Twitter very much but I also don't want Elon to.

https://twitter.com/user/status/1545526087089696768

[Senator Clay Davis]

Can't get a bigger payoff without starting a new legal process. Maybe they should take the billion and just end this, maybe push for like $5 billion as a settlement, or maybe they should ban him from Twitter to force him to finish the deal.

[PeteMoss]

Originally Posted by photon

Twitter is going to sue to enforce the deal.

I don't like Twitter very much but I also don't want Elon to.

https://twitter.com/user/status/1545526087089696768

Basically right when the tech market crash Elon knew he had effed up to the tune of billions of dollars. Everything past that point has been a show for the Delaware courts.

He signed a terrible deal and it's going to be hard for him to win in court. He's going to pay big dollars in the end and probably get nothing out of it.

[photon]

Originally Posted by PeteMoss

He signed a terrible deal and it's going to be hard for him to win in court. He's going to pay big dollars in the end and probably get nothing out of it.

They're stealing the food out of his plethora of children's mouths!

[Azure]

Originally Posted by PeteMoss

Basically right when the tech market crash Elon knew he had effed up to the tune of billions of dollars. Everything past that point has been a show for the Delaware courts.

He signed a terrible deal and it's going to be hard for him to win in court. He's going to pay big dollars in the end and probably get nothing out of it.

I find the entire ordeal pretty ridiculous as well, but without knowing the legal details I'm not sure why people are so sure how this will play out. Musk has been able to dodge legal ramifications for almost everything.

https://twitter.com/user/status/1545750221308796929

[PeteMoss]

Originally Posted by Azure

I find the entire ordeal pretty ridiculous as well, but without knowing the legal details I'm not sure why people are so sure how this will play out. Musk has been able to dodge legal ramifications for almost everything.

https://twitter.com/user/status/1545750221308796929

It will also come out if musk already knew about it. The Delaware courts aren't big on overturning purchase agreements. There are reasons why so many US corporations register in Delaware when basically none of them are established there.

The most likely outcome is some kind of settlement... Either in a lower purchase price or a higher breakup fee. But you can't just back out of a purchase agreement for whatever random reason you come up with because you change your mind.

[Senator Clay Davis]

Pretty odd take to think Twitter is worried about discovery seeing as they are the ones initiating the lawsuit. I'm going to guess their lawyers are pretty comfortable with discovery if they are the ones suing. Assuming the real reason for this charade was for Elon to dump Tesla stock at a high then you would assume he will accept a settlement in the $3-5 billion range, leaving him a nice $5-7 billion cashed out of a stock that was heading south when he sold.

[Azure]

Originally Posted by PeteMoss

It will also come out if musk already knew about it. The Delaware courts aren't big on overturning purchase agreements. There are reasons why so many US corporations register in Delaware when basically none of them are established there.

The most likely outcome is some kind of settlement... Either in a lower purchase price or a higher breakup fee. But you can't just back out of a purchase agreement for whatever random reason you come up with because you change your mind.

I get that, however we don't know if Musk doesn't have legal precedent or not here. Maybe he had some sort of legal protection in the purchase agreement where he had the right to back out if something about Twitter didn't line up.

The whole purchase thing is sketchy as heck, but at the same time I think Twitter is basically a Russian bot site and has been for a long time.

In effect if you buy Twitter, you buy it for the user base, and if the user base turns out to be completely fraudulent, why shouldn't there be a clause allowing you to back out? I mean that is literally the first thing I thought of when I heard Musk wanted to buy Twitter. Whether he actually knows how many real users they have.

[Azure]

Originally Posted by Senator Clay Davis

Pretty odd take to think Twitter is worried about discovery seeing as they are the ones initiating the lawsuit. I'm going to guess their lawyers are pretty comfortable with discovery if they are the ones suing. Assuming the real reason for this charade was for Elon to dump Tesla stock at a high then you would assume he will accept a settlement in the $3-5 billion range, leaving him a nice $5-7 billion cashed out of a stock that was heading south when he sold.

Not sure Twitter has a choice here.

If they don't start a lawsuit and try to enforce the purchase agreement, their stock and company value will effectively tank.

If they do start a lawsuit, whatever Musk is talking about in regards to the spam accounts could become public knowledge.

Best case scenario for both sides is a settlement, and I wouldn't be surprised if NDAs were signed and nothing becomes public.

Does anyone actually think Twitter isn't a bot infested ####hole?

[powderjunkie]

Originally Posted by Azure

Does anyone actually think Twitter isn't a bot infested ####hole?

Anyone whose self esteem is tied to their follower count


Sent from my iPhone using Tapatalk

[Fighting Banana Slug]

Originally Posted by Azure

I get that, however we don't know if Musk doesn't have legal precedent or not here. Maybe he had some sort of legal protection in the purchase agreement where he had the right to back out if something about Twitter didn't line up.

The whole purchase thing is sketchy as heck, but at the same time I think Twitter is basically a Russian bot site and has been for a long time.

In effect if you buy Twitter, you buy it for the user base, and if the user base turns out to be completely fraudulent, why shouldn't there be a clause allowing you to back out? I mean that is literally the first thing I thought of when I heard Musk wanted to buy Twitter. Whether he actually knows how many real users they have.

But we do know what the purchase agreement says. Musk waived his due diligence. There is a specific performance clause. As you mentioned “everyone”knows there is a bot problem, including Musk. The $1B breakup fee is really the minimum he can expect to lose. That is only available in very limited, specific circumstances. He is grasping at straws with the bot issue, in my opinion. If he backs out, it would seem like a reasonable assessment of damages to shareholders would be the difference between $54.20 and where the stock ends up. $10B + is possible, I would think. Big pill even for Musk.

What is most interesting to me is what happens with the Tesla stock. A forced sale might depress the price to some extent. Much of the value is based on the genius of Musk. Does that take an additional hit?

[Wormius]

Has he also burned the other backers of this deal or were they also looking for a way out of this deal? I presume Musk is solely on the hook for any penalties result from this?

[Krovikan]

Originally Posted by Azure

I get that, however we don't know if Musk doesn't have legal precedent or not here. Maybe he had some sort of legal protection in the purchase agreement where he had the right to back out if something about Twitter didn't line up.

The whole purchase thing is sketchy as heck, but at the same time I think Twitter is basically a Russian bot site and has been for a long time.

In effect if you buy Twitter, you buy it for the user base, and if the user base turns out to be completely fraudulent, why shouldn't there be a clause allowing you to back out? I mean that is literally the first thing I thought of when I heard Musk wanted to buy Twitter. Whether he actually knows how many real users they have.

From my understanding, which may be wrong, because anything with Musk is sketchy and partial truths (the dude is the living embodiment of fake it to you make it). But as I said my understanding, he agreed and waived the rest of his due diligence, so he doesn't seem to have a leg to stand on. Cineworld did something similar to Cineplex, and lost hard in court, ordered to pay 1.236b of a 2.8b takeover, despite a lower breakup fee.

[PeteMoss]

Originally Posted by Azure

I get that, however we don't know if Musk doesn't have legal precedent or not here. Maybe he had some sort of legal protection in the purchase agreement where he had the right to back out if something about Twitter didn't line up.

The whole purchase thing is sketchy as heck, but at the same time I think Twitter is basically a Russian bot site and has been for a long time.

In effect if you buy Twitter, you buy it for the user base, and if the user base turns out to be completely fraudulent, why shouldn't there be a clause allowing you to back out? I mean that is literally the first thing I thought of when I heard Musk wanted to buy Twitter. Whether he actually knows how many real users they have.

If I agree to buy a house that I know is in terrible shape and I put no provisions on the purchase... I can't turn around 2 months later and say this house is in terrible shape and I don't want to buy it and get out of the purchase.

You said that you thought it was a Russian bot factory when he made the purchase. What are the odds he didn't know/think the same thing.

Anything is possible but Delaware courts rarely over turn mergers.

[opendoor]

Originally Posted by Azure

In effect if you buy Twitter, you buy it for the user base, and if the user base turns out to be completely fraudulent, why shouldn't there be a clause allowing you to back out?

Because Musk's deal doesn't include any such clause. He could have signed an agreement in principle, subject to doing due diligence. Or he could have made an offer conditional on such and such happening, but apparently he didn't.

[photon]

Originally Posted by PeteMoss

I can't turn around 2 months later and say this house is in terrible shape and I don't want to buy it and get out of the purchase.

Especially when you make it widely known that your goal is to fix it up.

[opendoor]

Originally Posted by opendoor

Because Musk's deal doesn't include any such clause. He could have signed an agreement in principle, subject to doing due diligence. Or he could have made an offer conditional on such and such happening, but apparently he didn't.

Though I should add, if the user base was "completely fraudulent", then yes, Musk can get out of the deal because Twitter would have been committing fraud on their shareholders and their advertisers. But Musk offers no evidence of anything of that scale. In fact, in his lawyers' letter, they don't even say that they have evidence that the bot estimate for monetizable daily active users is way off, just that "preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%." So Musk "strongly believes" that the bot account % is higher.

[PeteMoss]

As expected:

Twitter sued Elon Musk on Tuesday to force the billionaire to complete his $44 billion acquisition of the company, setting the stage for a prolonged legal battle over the fate of the social media service.

Mr. Musk agreed in April to buy Twitter but declared last week that he intended to walk away from the deal. To push Mr. Musk to abide by the acquisition agreement, Twitter sued him in Chancery Court in Delaware. The court will determine whether he remains on the hook for the purchase or whether Twitter violated its obligation to provide Mr. Musk with data he requested, entitling him to walk away.

https://www.nytimes.com/2022/07/12/t...quisition.html

[Locke]