Elon Musk's offer to buy Twitter likely was a joke, since he previously pretended he would take Tesla private, but he may not be able to get out of the deal
Good morning! If you're looking to head to Bhutan anytime soon, we've got some news for you. Leigh Mc Gowran / Silicon Republic : What's going on with Elon Musk'sTwitter deal? Aryaansh Rathore / Market Munch : Market Munch 🍪| August 11 2022 Scott Bicheno / Telecoms.com : Twitter and Musk set for legal clash over acquisition Megan Ellis / Memeburn : Elon Musk abandons Twitter purchase, faces lawsuit LOL : the last law of thermodynamics Ryan Hogg / Insider : Elon Musk faces paying billions of dollars after backing out of Twitter deal, expert says Washington Post : As Musk moves to abandon deal, Twitter faces ‘worst case scenario’ Mashable : Can the courts force Elon Musk to buy Twitter now that he doesn't want it? Ben Lyons / Gamereactor UK : Elon Musk is trying to back out of the $44 billion Twitter takeover Ryan Bort / Rolling Stone : Trump Bashes Elon Musk as ‘Bullshit Artist’ at Alaska Rally Todd Spangler / Variety : Elon Musk Responds to Twitter's Threat to Sue Him Over Reneging on Deal — With a Meme John Johnson / Newser : Twitter Lawyers Up, and Musk Issues a Taunt Luc Olinga / TheStreet : Donald Trump Declares War on Elon Musk Howard Lindzon : Sunday Reads and Listens...Awful and Stupid Grayson Quay / The Week : Elon Musk tries to back out of Twitter deal Liana Baker / Australian Financial Review : Bankers will look past Musk's Twitter fickleness for future deals Tweets: Elon Musk / @elonmusk : https://twitter.com/... Brian Stelter / @brianstelter : Here's my fresh reporting about Elon Musk's comments at the Sun Valley Conference: He doubled down on his complaints about bots, according to a source in the room, and said no one believes Twitter's assessment that spam bots are less than 5% of the total user base. https://twitter.com/... @inihelene : what kind of person memes themselves https://twitter.com/... @business : The collapse of Elon Musk's Twitter deal has made the billionaire's appearance at Allen's Sun Valley Conference an even hotter ticket https://www.bloomberg.com/... Morgan Ricks / @morganricks1 : So anyway, this question — a judicial question not a contractual question — seems to me the most interesting one, and anyone's guess is as good as mine about what the court will do, if it comes to that. But I would be hard pressed to say Twtr is mispriced at $37. Morgan Ricks / @morganricks1 : Like I've said before, equitable remedies aren't something the parties *invoke*, they're not a mechanical thing, they're up to the court. It's all well and good for parties to agree that specific performance will be available but it doesn't obligate the court to do anything. David Gilbert / @daithaigilbert : Elon: I'm buying Twitter MAGA World: YAY, we're coming back Elon: I'm actually not buying Twitter now MAGA World: YAY, we knew you were just playing all along. https://www.vice.com/... Morgan Ricks / @morganricks1 : How do you ensure the order is obeyed? I don't think this is a trivial thing, and for a judge the path of least resistance (monetary damages, which are capped) will hold a lot of appeal — and they're the standard remedy, equitable remedies in contract are extraordinary. Morgan Ricks / @morganricks1 : Last thing, a re-cut deal is very possible but its price will of course hinge crucially on the parties' estimates of the likelihood that the court would grant specific performance — negotiations will take place in the shadow of these predictions. Dan Primack / @danprimack : He's either getting terrible legal advice, or not listening to his lawyers. Court's not gonna allow a post-agreement fishing expedition. Would create disastrous precedent for future M&A. https://twitter.com/... @talesftf : “Are we really to believe that Elon Musk has uncovered some secret scandal previously unknown to every tech CEO out there? Nonsense. Figuring out spam is table stakes for running a social network.” Exactly. $TWTR https://www.theverge.com/... @tinu : Ok he don't want Twitter so why does Twitter still want him? https://twitter.com/... Rat King / @mikeisaac : what are the odds this tweet winds up in the discovery process https://twitter.com/... Steve Clayton / @stevecla : another classic from @matt_levine https://www.bloomberg.com/... Casey Newton / @caseynewton : I believe that spam bots are less than 5% of the total user base https://twitter.com/... Mona Salama / @monasalama_ : Trump slams Elon Musk as a “bullshit artist” & for balking on his “rotten” $44B Twitter deal “Elon is not gonna buy Twitter...You know he said other day ‘oh Ive never voted for a Republican.’ I said I didnt know that he told me he voted for me. So he's another bullshit artist” https://twitter.com/... Chris Abraham / @chrisabraham : 'In short? “This was worst case scenario for Twitter, and now it's happened,” said Dan Ives, the managing director and senior equity research analyst covering the tech sector at Wedbush Securities.' Twitter faces ‘worst case scenario’ https://www.washingtonpost.com/ ... Jan Bobrowicz / @janbobrowicz : “My first reaction to [Musk's] proposal to buy Twitter— that it was a joke—may have been the correct one. He was just a lot more committed to the bit than I expected” The best and most serious Musk/Twitter analysis is also the funniest. https://twitter.com/... John Bergmayer / @bergmayer : expert-level weasel phrasing is why you go to the fancy law firms https://www.bloomberg.com/... https://twitter.com/... Dave Pell / @davepell : 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. Blake Hounshell / @blakehounshell : Your periodic reminder that the Delaware Court of Chancery is the least known but low-key most quietly important court in the country https://twitter.com/... Dr Donna Bowman / @donnadb : Excellent guide to the legal niceties of the contract and the possibilities of Delaware Chancery Court action, with a heaping helping of the wtf this whole affair richly deserves. https://www.bloomberg.com/... Josh Elman / @joshelman : Can we talk for a moment about the gift we have in @matt_levine narrating the Twitter saga? (Also he still has the best columns on understanding payment for order flow and all retail investing) https://twitter.com/... Tom Hearden / @followtheh : It's killing me that after months large swaths of Twitter think Musk can opt to pay $1 bil and walk. Not the case. Jason Miller / @jasonmillerindc : Statement From GETTR CEO @JasonMillerInDC on Elon Musk Abandoning Twitter Takeover https://about.gettr.com/... Chandra R. Srikanth / @chandrarsrikant : “Elon Musk whimsically thought it might be fun to own Twitter, so he signed a merger agreement without taking it too seriously and then lost interest a week later” feels more true to the situation @matt_levine https://www.bloomberg.com/... Mike Masnick / @mmasnick : Matt reminds us that this is not the first time that Elon has been all “yo, I'm totally going to take this public company private” and then been all “nope, psych, lol” https://twitter.com/... https://twitter.com/... Rod / @rodimusprime : What's funny is Twitter comes off looking the worst for ever trying to deal with Elon Musk. They bent over backwards and violated every moral standard they claimed to have. Ed Carson / @ibd_ecarson : @matt_levine is obviously torn between 1. A desire to thoroughly dissect Elon's “pretexts” for moving to scrap the Twitter deal. 2. A desire to never discuss it again. Luckily, the former won out. Informative and entertaining. https://twitter.com/... Parker / @pt : 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. Morgan Ricks / @morganricks1 : I continue to think the interesting question in the Twitter/Musk deal isn't whether Musk has any plausible contractual basis for getting out of the deal (of course he doesn't) but what a judge would/will decide to do remedy-wise. Paul Armstrong / @paul__armstrong : Imagine the precedent this would set if he got out of the deal. https://twitter.com/... Dan Nguyen / @dancow : LMAO 🫠: “Elon Musk — is addicted to Twitter because it is full of real people! It's how he met the mother of some of his children! The pretense that Elon Musk has somehow exposed the secret truth that nobody uses Twitter except himself and some spam bots is just absurd!” https://twitter.com/... https://twitter.com/... Melanie Mitchell / @melmitchell1 : Dear fellow Monetizable Daily Active Users (yes, that's you!), This is a very fun and informative article about the Musk / Twitter situation. Recommended! https://www.bloomberg.com/... Karissa Bell / @karissabe : This whole paragraph though https://www.bloomberg.com/... https://twitter.com/... Pratik Patel / @ppatel : This Matt Levine piece on Elon is the definitive article that you should read if you're interested in the Elon Twitter drama at all. It's funny, detailed, and—did I mention funny? while managing to be informative. https://www.bloomberg.com/... Katia Porzecanski / @katiaporzo : So what *is* the punishment for evading a court order to spend the $33bn and buy twitter? Contempt? Would that come in the form of sanctions or a monopoly-money-like fine for Elon? https://twitter.com/... Helen Kennedy / @helenkennedy : This is a very entertaining look at the Twitter-Musk imbroglio that gets quite deep into the weeds for us non-finance types, and yet remains entertaining. https://twitter.com/... Tim O'Brien / @timobrien : “Elon Musk is the richest person in the world, and, like many other rich people, he has some unusual and expensive hobbies. One of his hobbies is that he sometimes likes to pretend that he will acquire public companies.” - @matt_levine https://www.bloomberg.com/... Bruce Arthur / @bruce_arthur : The richest man in the world is a big goofy troll and Levine is great at translating the implications to actual things like contracts https://twitter.com/... Morgan Ricks / @morganricks1 : It seems to me most judges would be of two minds — on on hand, you want to throw the book at people who breach egregiously and in bad faith, in part to deter future bad behavior by the breacher and others. On other hand, Morgan Ricks / @morganricks1 : it's very daunting to order specific performance in a situation like this. There's external financing that has to be made to perform. And what if Musk flouts your order. It turns into a showdown over the court's jurisdiction and power — what happens at ground level? Christopher Mims / @mims : “[Elon Musk] thinks he is above the law and he might be right. A showdown between Musk and a judge might undermine Delaware corporate law more than letting him weasel out of the deal would.” Matt Levine, folks: https://www.bloomberg.com/... Dare Obasanjo / @carnage4life : A lot of real damage to Twitter has occurred these past few months. • Musk is right that firing @kayvz & @boo was a material move by Parag given they were key product leaders. • The board admitted there's no strategy to grow the stock. • Employees demoralized & lost faith. https://twitter.com/... Chris O'Brien / @obrien : It's amazing to me that this was the quality of leadership Twitter has had. Small wonder the company has been such a disaster. If Twitter just let Musk walk away, shareholders would bury the company in lawsuits. How does he not know that? https://twitter.com/... Scott Lincicome / @scottlincicome : Hilarious, informative, must-read (as usual) @matt_levine on the latest Musk/Twitter nonsense. https://www.bloomberg.com/... https://twitter.com/... Carl Quintanilla / @carlquintanilla : “The fact that Musk is working in such bad faith .. might intimidate a Delaware chancellor: What if the court orders Musk to close the deal and he says no? .. he thinks he is above the law and he might be right.” @matt_levine $TWTR https://www.bloomberg.com/... Raffi Melkonian / @rmfifthcircuit : 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.com/... Jeff Yang / @originalspin : Ah the one-sided breakup, Elon Musk's traditional relationship exit strategy https://twitter.com/... Max Kennerly / @maxkennerly : 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/...
BloombergMatt Levine
Context & Ripple Effects
Musk’s bid had already put Twitter into play: April coverage said rejecting the hostile approach risked a share-price decline, while Musk later signaled that a lower-priced Twitter deal was not out of the question. The attempted exit turns that bargaining posture into a contract dispute.
The immediate question is no longer merely whether Twitter can find another buyer, as earlier coverage suggested; it is whether Twitter can enforce the signed agreement against Musk through the Delaware Chancery Court.
First-order effects
Twitter moves from negotiating an acquisition to pursuing Musk over his attempt to abandon the $44 billion agreement, with completion or substantial damages identified as possible legal outcomes.
Musk faces a constrained exit: legal experts cited in the coverage say he may be required to close the deal or pay damages rather than simply walk away.
Second-order effects
Twitter’s shareholders and prospective acquirers must assess the company against litigation outcomes rather than the original transaction terms, after the bid had already opened Twitter to an acquisition.
The dispute shifts leverage from price renegotiation toward the agreement’s enforcement provisions, limiting Musk’s ability to use a lower valuation as the principal negotiating tool.
Third-order effects
If courts enforce signed acquisition agreements against high-profile buyers, public-company boards gain stronger grounds to treat buyer commitments as enforceable obligations rather than revocable market signals.
The episode points to a more contract-centered form of strategic-capital governance, in which a bidder’s public posture matters less than the remedies embedded in a signed deal.
The trend: Contested takeovers are increasingly testing whether high-profile buyers can convert public negotiating pressure into an exit from binding acquisition agreements.
I continue to think the interesting question in the Twitter/Musk deal isn't whether Musk has any plausible contractual basis for getting out of the deal (of course he doesn't) but what a judge would/will decide to do remedy-wise.
So what *is* the punishment for evading a court order to spend the $33bn and buy twitter? Contempt? Would that come in the form of sanctions or a monopoly-money-like fine for Elon? https://twitter.com/...
“[Elon Musk] thinks he is above the law and he might be right. A showdown between Musk and a judge might undermine Delaware corporate law more than letting him weasel out of the deal would.” Matt Levine, folks: https://www.bloomberg.com/...
It seems to me most judges would be of two minds — on on hand, you want to throw the book at people who breach egregiously and in bad faith, in part to deter future bad behavior by the breacher and others. On other hand,
“Elon Musk whimsically thought it might be fun to own Twitter, so he signed a merger agreement without taking it too seriously and then lost interest a week later” feels more true to the situation @matt_levine https://www.bloomberg.com/...
LMAO 🫠: “Elon Musk — is addicted to Twitter because it is full of real people! It's how he met the mother of some of his children! The pretense that Elon Musk has somehow exposed the secret truth that nobody uses Twitter except himself and some spam bots is just absurd!” https://…
This is a very entertaining look at the Twitter-Musk imbroglio that gets quite deep into the weeds for us non-finance types, and yet remains entertaining. https://twitter.com/...
@matt_levine is obviously torn between 1. A desire to thoroughly dissect Elon's “pretexts” for moving to scrap the Twitter deal. 2. A desire to never discuss it again. Luckily, the former won out. Informative and entertaining. https://twitter.com/...
“Elon Musk is the richest person in the world, and, like many other rich people, he has some unusual and expensive hobbies. One of his hobbies is that he sometimes likes to pretend that he will acquire public companies.” - @matt_levine https://www.bloomberg.com/...
it's very daunting to order specific performance in a situation like this. There's external financing that has to be made to perform. And what if Musk flouts your order. It turns into a showdown over the court's jurisdiction and power — what happens at ground level?
Matt reminds us that this is not the first time that Elon has been all “yo, I'm totally going to take this public company private” and then been all “nope, psych, lol” https://twitter.com/... https://twitter.com/...
The richest man in the world is a big goofy troll and Levine is great at translating the implications to actual things like contracts https://twitter.com/...
This Matt Levine piece on Elon is the definitive article that you should read if you're interested in the Elon Twitter drama at all. It's funny, detailed, and—did I mention funny? while managing to be informative. https://www.bloomberg.com/...
Dear fellow Monetizable Daily Active Users (yes, that's you!), This is a very fun and informative article about the Musk / Twitter situation. Recommended! https://www.bloomberg.com/...
“The fact that Musk is working in such bad faith .. might intimidate a Delaware chancellor: What if the court orders Musk to close the deal and he says no? .. he thinks he is above the law and he might be right.” @matt_levine $TWTR https://www.bloomberg.com/...
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.
@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.
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.
One of the very weirdest things is the chairman of twitter having to say “we're firmly committed to seeing things through with a lying asshole who did all of this on a lark and who lacks both the desire and the ability to run the company”. https://twitter.com/...
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.
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/...
“The next time Elon Musk announces that he is going to buy a public company — and he will do it again! — I will know not to believe him. I will definitely know not to write about it.” https://twitter.com/...
A lot of real damage to Twitter has occurred these past few months. • Musk is right that firing @kayvz & @boo was a material move by Parag given they were key product leaders. • The board admitted there's no strategy to grow the stock. • Employees demoralized & lost faith. https:…
What's funny is Twitter comes off looking the worst for ever trying to deal with Elon Musk. They bent over backwards and violated every moral standard they claimed to have.
It's amazing to me that this was the quality of leadership Twitter has had. Small wonder the company has been such a disaster. If Twitter just let Musk walk away, shareholders would bury the company in lawsuits. How does he not know that? https://twitter.com/...
In April, Musk wanted to buy Twitter (in part, per his words, to purge it of spambots). Twitter's board tried to stop him, even adopting a poison pill. Now Musk wants out because of bots; and Twitter is suing to make sure he buys the company. What a difference 2 months makes.
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.”
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
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/...
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.
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/...
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.
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…
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
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…
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/...
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/...
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
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/...
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/...
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/...
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…
Reminder that terminating a contract requires both parties to agree to terminate, you can't just declare a contract terminated https://www.theverge.com/...
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/...
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/...
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/...
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/...
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…
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/...
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/...
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/...
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…
I have lived, law student and lawyer, with the law for 31 godddamned years without finding out what chancery means and I'm not going to study it now even for you pack of entitled motherfuckers https://twitter.com/...
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.”
entire thing was clever ruse to SELL + LIQUIDATE $8.5 BILLION of TESLA STOCK (w/plausible excuse for doing it) 80% odds Elon pays $1B breakup fee + walks away with $7.5B liquidated 20% spends $100M fighting litigation honestly think he can “land rockets” but can't fix ‘bots’? htt…
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/...
@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.
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
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
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
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/..…
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/...
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/...
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/...
Here's my fresh reporting about Elon Musk's comments at the Sun Valley Conference: He doubled down on his complaints about bots, according to a source in the room, and said no one believes Twitter's assessment that spam bots are less than 5% of the total user base. https://twitte…
Elon: I'm buying Twitter MAGA World: YAY, we're coming back Elon: I'm actually not buying Twitter now MAGA World: YAY, we knew you were just playing all along. https://www.vice.com/...
He's either getting terrible legal advice, or not listening to his lawyers. Court's not gonna allow a post-agreement fishing expedition. Would create disastrous precedent for future M&A. https://twitter.com/...
So anyway, this question — a judicial question not a contractual question — seems to me the most interesting one, and anyone's guess is as good as mine about what the court will do, if it comes to that. But I would be hard pressed to say Twtr is mispriced at $37.
Like I've said before, equitable remedies aren't something the parties *invoke*, they're not a mechanical thing, they're up to the court. It's all well and good for parties to agree that specific performance will be available but it doesn't obligate the court to do anything.
How do you ensure the order is obeyed? I don't think this is a trivial thing, and for a judge the path of least resistance (monetary damages, which are capped) will hold a lot of appeal — and they're the standard remedy, equitable remedies in contract are extraordinary.
Last thing, a re-cut deal is very possible but its price will of course hinge crucially on the parties' estimates of the likelihood that the court would grant specific performance — negotiations will take place in the shadow of these predictions.
“My first reaction to [Musk's] proposal to buy Twitter— that it was a joke—may have been the correct one. He was just a lot more committed to the bit than I expected” The best and most serious Musk/Twitter analysis is also the funniest. https://twitter.com/...
Excellent guide to the legal niceties of the contract and the possibilities of Delaware Chancery Court action, with a heaping helping of the wtf this whole affair richly deserves. https://www.bloomberg.com/...
Can we talk for a moment about the gift we have in @matt_levine narrating the Twitter saga? (Also he still has the best columns on understanding payment for order flow and all retail investing) https://twitter.com/...
@btaylor Doesn't seem to understand what happens next. This is @elonmusk 's moment where he has Twitter's board over a barrel. Through discovery, Musk's legal team will now be able to review all internal documents regarding Twitter's bot policy. He will now see exactly how https:…
“Are we really to believe that Elon Musk has uncovered some secret scandal previously unknown to every tech CEO out there? Nonsense. Figuring out spam is table stakes for running a social network.” Exactly. $TWTR https://www.theverge.com/...
Trump slams Elon Musk as a “bullshit artist” & for balking on his “rotten” $44B Twitter deal “Elon is not gonna buy Twitter...You know he said other day ‘oh Ive never voted for a Republican.’ I said I didnt know that he told me he voted for me. So he's another bullshit artist” ht…
'In short? “This was worst case scenario for Twitter, and now it's happened,” said Dan Ives, the managing director and senior equity research analyst covering the tech sector at Wedbush Securities.' Twitter faces ‘worst case scenario’ https://www.washingtonpost.com/ ...
“Elon Musk avoided discussing the collapsed Twitter deal as he addressed an audience of moguls on Saturday in Sun Valley, two sources who attended the conference told Reuters” https://www.reuters.com/...
Your periodic reminder that the Delaware Court of Chancery is the least known but low-key most quietly important court in the country https://twitter.com/...