SEC filing: Elon Musk notified Twitter he wants to end the merger agreement, claiming it didn't provide him the info he requested; stock is down 6%+ after hours
Billionaire Elon Musk wants to end his deal to buy Twitter, according to a letter sent by a lawyer on his behalf to the company's chief legal officer Friday.
CNBC Lauren Feiner
Related Coverage
- Dear Ms. Gadde: We refer to (i) the Agreement and Plan of Merger by and among X Holdings I … SEC.gov
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Discussion
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@btaylor
Bret Taylor
on x
The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery.
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@mikeisaac
Rat King
on x
and here's Elon officially trying to back out of the deal https://www.sec.gov/... https://twitter.com/...
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@ev
@ev
on x
@btaylor I'm sure there are legal/fiduciary reasons you have to say that, Bret. But if I was still on the board, I'd be asking if we can just let this whole ugly episode blow over. Hopefully that's the plan and this is ceremony.
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@karaswisher
Kara Swisher
on x
More importantly: Where is the SEC? This will set a precedent for a long time if it works.
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@yoda
Drew Olanoff
on x
Twitter comms having to work another weekend like https://twitter.com/...
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@joshuatopolsky
Joshua Topolsky
on x
Fondly thinking of @jack praising the deal in April: “Elon is the singular solution I trust. I trust his mission to extend the light of consciousness.”
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@beeple
@beeple
on x
NO DEAL https://twitter.com/...
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@davepell
Dave Pell
on x
1/ I boycotted Twitter the day they accepted Elon's offer to purchase the company. Now that I'm back I'd like to provide a brief overview of how Twitter users and investors were betrayed, what makes me think this was all a set up, and why the current CEO and board must go.
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@mikeisaac
Rat King
on x
this is kind of interesting: saying that ceo agrawal's actions of pushing out product and revenue heads as well as other layoffs are also in breach of contract (feels reaching but dunno) https://twitter.com/...
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@matt_levine
Matt Levine
on x
ahaha his list of random demands included “goldman's working fairness model”
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@caseynewton
Casey Newton
on x
If Elon Musk gives an interview about this in the coming days, I'm formally calling on protesters to play “Yakety Sax” in the background
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@heyjulesfern
Jules Glegg
on x
This man spent a billion dollars on a shitpost and it still wasn't funny https://twitter.com/...
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@parikpatelcfa
@parikpatelcfa
on x
Twitter employees after Elon decided not to buy the company https://twitter.com/...
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@seamoosi
Eric Van Allen
on x
Hard Drive dunked him so hard he deleted his Twitter deal https://twitter.com/...
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@mgsiegler
M.G. Siegler
on x
I am terminating the deal. Pray I do not terminate it any further. https://twitter.com/...
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@youngvulgarian
Marie Le Conte
on x
all of us slowly gathering around Elon Musk's house, whispering then saying then shouting “one of us one of uS ONE OF US”, Elon is crying, there's nothing he can do, we're his family now
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@johncardillo
John Cardillo
on x
Smart. Too many fake accounts. The value just isn't there. https://twitter.com/...
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@joannastern
Joanna Stern
on x
Has anyone gotten comment from the 🤖🤖🤖🤖? https://twitter.com/...
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@danprimack
Dan Primack
on x
3/ It's possible that this could be where the SEC steps in, as it might have a bigger hammer. Not in terms of financial penalties — at least not that would hurt Musk — but perhaps by banning him from being a public co exec/director (Tesla, future SpaceX) or something else.
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@joshuatopolsky
Joshua Topolsky
on x
Elon was like look I can't afford Twitter AND college for two more kids
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@donwinslow
Don Winslow
on x
cc: Donald Trump https://twitter.com/...
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@antheabutler
@antheabutler
on x
If the folks at @Twitter wanted to be really petty they should suspend EM's account till he pays
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@davidgross_man
David Grossman
on x
Elon had back out of Twitter to focus on the Telsa robot, which is coming out right after full self driving is announced, which is coming out right after Neuralink's brain implants, which is coming out right after The Boring Company's tunnels solve traffic, which is coming out
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@reckless
Nilay Patel
on x
Reminder that terminating a contract requires both parties to agree to terminate, you can't just declare a contract terminated https://www.theverge.com/...
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@taylorlorenz
Taylor Lorenz
on x
End of an era https://twitter.com/...
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@pierce
David Pierce
on x
That sound you just heard? That was a million lawyers high-fiving about the money they're gonna make from the inevitable torrent of lawsuits https://twitter.com/...
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@anothercohen
Alex Cohen
on x
BREAKING: Elon Musk pulls out
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@om
@om
on x
There was a time when a man's word was everything. Now it is just a tweet.
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@cgasparino
Charles Gasparino
on x
Good luck with this; maybe it's a negotiation ploy to get a lower price but if he's really out his lawyers have to be telling him it's going to cost a lot more than a $1 billion breakup fee because the spam account line is going to be a heavy lift in court https://www.theverge.co…
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@danprimack
Dan Primack
on x
2/ This would be unprecedented. Civil contempt of court is rare, and no one remembers Chancery ever jailing someone. However, a judge did once refer someone for criminal prosecution. Three decades or so ago.
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@davekarpf
Dave Karpf
on x
How much money can this end up costing Elon *without* him acquiring Twitter? Like, I know $1B is the floor, but what is the ceiling? Give everybody something to root for here. https://twitter.com/...
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@cz_binance
@cz_binance
on x
This sounds bad on a few different levels. 😂 Oh well, onwards... More funds for crypto investments & acquisitions. https://twitter.com/...
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@caseynewton
Casey Newton
on x
This letter is packed with things to make you eyes roll. Among other things Elon is claiming that Twitter is refusing to share its monthly daily actives, a stat that ... it files quarterly with the SEC https://twitter.com/...
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@triketora
Tracy Chou
on x
how does anyone at @twitter get any work done these days https://twitter.com/...
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@rmac18
@rmac18
on x
I guess he's not going to extend the light of consciousness.
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@goldman
Jason Goldman
on x
Find a tweet that's aged worse. [Retweet of @jack's April 26 tweet: “In principle, I don't believe anyone should own or run Twitter. It wants to be a public good at a protocol level, not a company. Solving for the problem of it being a company however, Elon is the singular soluti…
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@rmac18
@rmac18
on x
Them's the breaks.
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@gtconway3d
George Conway
on x
Having litigated busted-deal cases there, I suspect this won't go well for Elon. https://twitter.com/...
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@mollyjongfast
Molly Jong-Fast
on x
Elon could probably still afford truth social thou https://twitter.com/...
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@tomgara
Tom Gara
on x
Twitter should delete Elon's account, just for fun.
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@bdsams
Brad Sams
on x
Pay the breakup fee or ban his account - an Elon trolly game https://twitter.com/...
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@karaswisher
Kara Swisher
on x
Now comes the many lawsuits. Do you imagine for a second if the market had not tanked that this would be happening? : Elon Musk said he is seeking to terminate his deal to buy Twitter, citing “material breach of multiple provisions” of the agreement https://www.wsj.com/...
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@caseynewton
Casey Newton
on x
Twitter board chair —> https://twitter.com/...
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@cwarzel
Charlie Warzel
on x
@reckless web4 solves this
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@jsrailton
John Scott-Railton
on x
Musk just told @Twitter that he's terminating the transaction. Surprising only those unfamiliar with his character's typical plot arc. h/t @alexweprin Source:https://www.sec.gov/... https://twitter.com/...
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@charlesarthur
Charles Arthur
on x
The Musk abandonment of the Twitter deal has been increasingly predictable. Here's the opening par of the Washington Post story from Thursday, and what I wrote for Friday's @theoverspill: https://theoverspill.wordpress.com/ ... https://twitter.com/...
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@joshuatopolsky
Joshua Topolsky
on x
Master businessman does it again https://t.co/OO5XVAuR00
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@zanderkelly30
Christopher D. White
on x
It wasn't until dude first raised a ruckus about spam bots that I knew this deal was NOT going through. Eight years in the car dealership industry. I know tire kicker when I see a tire kicker https://twitter.com/...
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@levie
Aaron Levie
on x
Twitter the corporation seems to be pretty straightforward and low drama at all times.
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@mat
Mat Honan
on x
Incredible that Twitter hasn't banned Elon like five minutes ago.
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@tomwarren
Tom Warren
on x
BREAKING: Elon Musk is officially trying to bail on buying Twitter. Musk has filed to try and terminate the deal. Details coming here: https://www.theverge.com/... https://twitter.com/...
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@tomgara
Tom Gara
on x
Elon will make history as the first person ever whose punishment for losing a massive lawsuit is being forced to own Twitter https://twitter.com/...
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@chad_hurley
Chad Hurley
on x
I guess we don't get a happy ending? :( https://twitter.com/...
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@pt
Parker
on x
Agreeing to buy Twitter and then backing out should be a suspendable offense, and you should have to resume the process to get your account unlocked. This stalemate will be resolved in a week.
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@alexrkonrad
Alex Konrad
on x
what if the real twitter deal was the babies we made along the way
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@willoremus
Will Oremus
on x
godzilla picks up a giant skyscraper, shakes it around ignoring the screams of the humans inside, takes an inquisitive bite, grimaces, tries to throw it down only to find it is stuck to his hand https://twitter.com/...
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@mattnavarra
Matt Navarra
on x
Elon Musk is about to make a bunch of lawyers very rich https://twitter.com/...
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@jasonmillerindc
Jason Miller
on x
Welp. Time to pick back up with the Twitter exodus to @GETTRofficial! #GETTR https://twitter.com/...
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@willoremus
Will Oremus
on x
sorry but if you reacted to news of elon buying twitter by scolding critics for being negative nancies and explaining how he was actually a genius who would end up rescuing the company, you have to sit out this take cycle. i don't make the rules
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@reckless
Nilay Patel
on x
Big energy in this filing https://twitter.com/...
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@loudmouthjulia
Julia Alexander
on x
I am once again declaring that I would love to see the texts between Elon and Jack during this whole thing. https://twitter.com/...
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@maxkennerly
Max Kennerly
on x
Here's the letter from Elon Musk's lawyers in which he terminates the agreement to buy Twitter. It's a bunch of hooey about Twitter misrepresenting the percent of fake/spam accounts. It doesn't include any evidence the true number is higher. https://www.sec.gov/...
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@islimfit
Adewale Adetona
on x
Elon Musk was never really serious about this deal. Good riddance. https://twitter.com/...
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@byjudedoyle
@byjudedoyle
on x
Twitter is a cursed goblet, so beautiful every man desires to drink from its depths, so foul each man is poisonèd when it toucheth his lips https://twitter.com/...
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@antheabutler
@antheabutler
on x
Boy bye https://twitter.com/...
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@lucidfoxx
@lucidfoxx
on x
Wow, what a crazy event that no one saw coming https://twitter.com/...
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@aedwardslevy
Ariel Edwards-Levy
on x
MUSK FLIPS THE BIRD
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@davepell
Dave Pell
on x
Elon is out. Of course. So I'm back.
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@lookner
Steve Lookner
on x
This guy looooooves making big promises and not keeping them https://www.cnbc.com/...
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@julie_bush
Julie Bush
on x
it's really funny for Elon to accuse twitter of lying when his original offer included no due diligence or conditions at all. this whole thing was a sham to give him an excuse to sell Tesla shares near the top without his cult turning on him. now he blame-shifts onto Twitter exec…
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@mgsiegler
M.G. Siegler
on x
Any companies looking to dump some bad news on Twitter, these next 10 to 12 months are your chance.
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@daveleeft
Dave Lee
on x
Prediction: another buyer has been waiting in the wings to get Twitter at a bargain-basement price. Remember when Salesforce was interested?
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@richardmarx
Richard Marx
on x
What a surprise. Well, at least this ridiculous process revealed once and for all what an unbelievably insecure and damaged person he seems to be. https://twitter.com/...
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@film_girl
Christina Warren
on x
There is such an easy “at least he's trying to pull out of something” joke here. And just like with sex, the pull-out method is not reliable.
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@mgsiegler
M.G. Siegler
on x
Okay, I've got it: Elon gets out of the deal, but takes on Westbrook's contract. Kyrie to the Lakers. Nets get to buy Twitter.
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@danprimack
Dan Primack
on x
1/ Okay, let's play this out. Twitter sues and wins. Delaware court forces Elon to buy the company. Elon refuses to buy company. Maybe be cries poor.
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@villi
@villi
on x
Twitter will win, but not without destroying itself and in the end Elon will pay for the ashes. The board should have never signed this deal with him. Now, unless he offers a credible compromise, you have to take this to the end and take his money. https://twitter.com/...
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@qhardy
Quentin Hardy
on x
Reporters are still covering this like Elon has been serious this whole time. The alternative theory, that he shot from the hip and hit his own foot, still fares poorly for some reason. https://twitter.com/...
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@jason_kint
Jason Kint
on x
The SEC? The same agency that gave Zuckerberg and close friends an apparent pass when they covered up a massive data scandal describing it to shareholders as a hypothetical in their risks while offloading their stock? Only to settle for $100mm same day as the FTC? Same SEC??? htt…
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@reckless
Nilay Patel
on x
Lotta fancy lawyers at three different fancy firms looking for their 1L contracts book https://twitter.com/...
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@ericjackson
Eric Jackson
on x
Big win for the bots 🤖
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@joshuatopolsky
Joshua Topolsky
on x
In uncharacteristic move, Elon Musk pulls out
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@somebadideas
Aaron Stewart-Ahn
on x
Good news except now we all don't have a solid reason to delete this app https://twitter.com/...
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@davidmackau
David Mack
on x
SAN FRANCISCO (AP) — Twitter says it will sue Elon Musk to complete the $44B merger he just rejected and is “confident” it will prevail.
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@rmfifthcircuit
Raffi Melkonian
on x
OK, Twitter/Musk/Chancery court funtime initial impressions. Musk's termination letter primarily relies on Section 6.4 of the Merger Agreement. That's below. But that provision has holes the size of a montreal bagel. Look at the part right after the page break. 1/ https://twitter…
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@paulg
Paul Graham
on x
@btaylor Do you really want to be owned by someone who doesn't want to own you though?
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@kevinmarks
Kevin Marks
on x
@Techmeme I'm enjoying the irony of the founder of Friendfeed being the one to force Musk to buy Twitter
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@om
@om
on x
The board has 16 billion reasons the deal goes through. Elon has 16 billion reasons to not do the deal. FYI; Twitter closing market cap today was a shade north of $28billion. https://twitter.com/...
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@carnage4life
Dare Obasanjo
on x
You break it, you buy it. https://twitter.com/...
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@peachierad
@peachierad
on x
thank god bc he would've deadass turned this place into Reddit 😭 https://twitter.com/...
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@davewiner
Dave Winer
on x
@Techmeme Twitter tanking would be far worse than Google pulling the plug on Google Reader in 2013. The whole world is in a way built around Twitter, and it works pretty well.
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@tomgara
Tom Gara
on x
I imagine the Delaware Court of Chancery as a kind of medieval faire, all the staffers dressed as buxom wenches and burly woodcutter peasants, there's a dude playing lute, plaintiffs seeking satisfaction must joust, etc
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@profgalloway
Scott Galloway
on x
“I've terminated the deal.” Twitter shareholders and Delaware Chancery Court,,,not so much.
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@kurtwagner8
Kurt Wagner
on x
I really do think this is the worst possible scenario for Twitter. Either: A) Twitter forces Elon to buy a company he doesn't want with employees who seem to mostly feel the same B) Elon walks and Twitter, fresh off cost cuts and layoffs, watches stock fall wayyy below $54.20
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@originalspin
Jeff Yang
on x
Ah the one-sided breakup, Elon Musk's traditional relationship exit strategy https://twitter.com/...
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@reckless
Nilay Patel
on x
The two can be: - both parties to a contract - one party to a contract alleging breach and a judge who agrees in either case the lawyers get paid, of course
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@rmac18
Ryan Mac
on x
me, reading “Delaware Court of Chancery” https://twitter.com/...
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@albernstein
Al Bernstein
on x
Gee, who saw this coming? LOL I think we all did https://twitter.com/...
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@liz_franczak
Liz Franczak
on x
forcing elon to buy twitter against his will is what everyone involved, including us, deserves
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@matt_levine
Matt Levine
on x
the reason that elon musk can't get out of the deal over the bots thing is not that he “waived due diligence.” it's that he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement does not have any outs for “i think there are too many bots.”
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@russ1mitchell
Russ Mitchell
on x
The $8.5 billion liquidation is too often overlooked in stories about this ‘deal’ https://twitter.com/...
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@superjonny64
@superjonny64
on x
This is hard, because I absolutely do not want Musknto buy twitter but it would be really funny if he were forced to buy it. https://twitter.com/...
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@tsuvik
Vikas SN
on x
Twitter is ready for a legal battle to force Elon Musk to buy the firm. To accept less than the price it originally negotiated with Musk could expose Twitter to shareholder lawsuits. So while litigation could be costly, losing the deal may be even worse https://www.nytimes.com/..…
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@laurenshirsch
Lauren Hirsch
on x
No one really knows what to make of yesterday's story. But if Musk does sue to get out of the deal, Twitter is ready to go to court. It could be costly and potentially timely - but the most valuable part of Twitter right now is its deal with Musk. https://www.nytimes.com/...
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@jayrosen_nyu
Jay Rosen
on x
There are certain situations where the likelihood of manipulation is so great that you're better off ignoring the reporting until something definitive happens. https://www.nytimes.com/... https://twitter.com/...
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@hblodget
Henry Blodget
on x
Elon's 10-year Tesla options were about to expire, so he had to sell them. The Twitter bid did allow him to do that without his facing questions about why he was selling. And he sold at an excellent price! https://twitter.com/...
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@parkermolloy
Parker Molloy
on x
It's kind of remarkable that Musk made an offer to buy the company, the company agreed, and he's then spent every waking moment since then trying to weasel his way out of the deal. https://twitter.com/...
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@evleaks
Evan Blass
on x
So this is a tough one: who to root for? While I feel like Twitter under Musk could be a dumpster fire, I'd also hate to see him worm his way out of a deal that he's set to vastly overpay for. Ah, cutting off one's nose to spite the face... https://www.nytimes.com/... [free to re…
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@davidgura
David Gura
on x
“The most valuable part of Twitter right now is its acquisition agreement with @elonmusk.” https://www.nytimes.com/...
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@tomgara
Tom Gara
on x
There's a kind of poetry in the idea that this ends with Twitter being so enthusiastic about being taken over by Elon Musk that they seek a court ruling forcing him to do it. https://www.nytimes.com/...
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@mshannahmurphy
Hannah Murphy
on x
In public, Elon Musk & Parag Agrawal are engaged in a standoff Privately, it's different. In weekly discussions, they are largely aligned on how Twitter should be run And so far Musk hasn't brought up renegotiating the deal to Agrawal, per sources https://www.ft.com/...
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@faizsays
Faiz Siddiqui
on x
NEW: Elon Musk's deal to buy Twitter is in serious jeopardy, three people familiar with the discussions say. Musk was unswayed by Twitter's data “firehose,” his camp has stopped discussions with at least one likely backer, drastic action could be coming https://www.washingtonpost…
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@sarthakgh
@sarthakgh
on x
“So far, Musk has not directly brought up renegotiating the deal terms with Agrawal, according to one person familiar with the situation and confirmed in an email by Musk.” lol https://twitter.com/...
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@rafat
@rafat
on x
Never count us desis out. https://giftarticle.ft.com/...