Musk’s Attempt To Get Out Of The Twitter Deal Proceeding Exactly As Predicted; What Happens Next?
from the musk-has-no-poker-face dept
In news that is not surprising at all, and seems to be playing out just as people predicted a month ago, Elon Musk has officially claimed that Twitter is in breach of its merger agreement and says he’s pulling out of the deal. The actual details, of course, are not that simple. There is no actual escape hatch like that here. Musk made a legal agreement to pay $44 billion for the company and can’t just walk away.
As we noted back in June, he appeared to have hired some very expensive lawyers to come up with some sort of pretext for walking away, and it’s playing out exactly in the manner described. Musk had specifically waived his rights to due diligence prior to the deal, but the merger agreement did include a promise to provide Musk with necessary data to conclude the deal.
For much of the month of May, Musk (who must be a terrible fucking poker player) telegraphed his intentions to bail on the deal by whining about how much spam there was. This made no sense at any level. First, when Musk announced the deal, he insisted he was doing it in order to tackle the spam challenge on the platform (a problem that really doesn’t impact most users of the site — but does impact the very most high profile users like Musk). So to then suddenly start whining about spam seems transparently a pretext.
Also, it was a pretext that couldn’t void the deal.
So, his second attempt to come up with an excuse was to claim that Twitter publicly lied to the SEC in its filings regarding how much spam was counted among its monetizable daily active users. This also seemed ridiculous, as Twitter had been publicly reporting those numbers for quite some time, and Musk could have explored those prior to the deal itself but, again, deliberately chose to waive those rights. You can’t do a deal in which you agree not to explore the data, and then complain that you hadn’t seen the data.
Somewhere around this time, it seems clear that Musk’s lawyers explained to him that this wouldn’t get them out of the deal, and (it seems likely) suggested that they could cook up some alternative pretext that at least someone could try to actually argue in court — because it was clear that court is where this would all end up.
And thus, behold the bullshit brilliance of the lawyers at Skadden, Arps, who earned their large paycheck by zeroing in on the part of the deal about needing to supply Musk with the information necessary to close the deal. They just started requesting tons of data, specifically related to the whole spam/mDAU discussion, knowing that they could just keep asking for more data, some of it impossible to actually supply to Musk, and eventually they would be able to say that Twitter wasn’t supplying the data requested, and thus was in breach… and therefore the deal was off.
And, that’s exactly what happened. From the letter to Twitter:
Notwithstanding these repeated requests over the past two months, Twitter has still failed to provide much of the data and information responsive to Mr. Musk’s repeated requests, including, but not limited to:
- Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. Twitter has still not provided much of the information specifically requested by Mr. Musk in Sections 1.01-1.03 of the May 19 diligence request list that is necessary for him to make an assessment of the prevalence of false or spam accounts on its website. As recently as the June 29 Letter, Mr. Musk reiterated this long-standing request for information related to Twitter’s sampling process for detecting fake accounts. The June 29 Letter identified specific data necessary to enable Mr. Musk to independently verify Twitter’s representations regarding the number of mDAU on its platform—including, but not limited to (1) daily global mDAU data since October 1, 2020; (2) information regarding the sampling population for mDAU, including whether the mDAU population used for auditing spam and false accounts is the same mDAU population used for quarterly reporting; (3) outputs of each step of the sampling process for each day during the weeks of January 30, 2022 and June 19, 2022; (4) documentation or other guidance provided to contractor agents used for auditing mDAU samples; (5) information regarding the user interface of Twitter’s ADAP tool and any internal tools used by the contractor agents; and (6) mDAU audit sampling information, including anonymized information identifying the contractor agents and Quality Analyst that reviewed each sampled account, the designation given by each contractor agent and Quality Analyst, and the current status of any accounts labelled “compromised.” A subsequent request along these lines should not have been necessary, as this information should have been provided in response to Mr. Musk’s original diligence request. Yet, to date, Twitter has not provided any of this information.
- Information related to Twitter’s process for identifying and suspending spam and fake accounts. In addition to information regarding Twitter’s mDAU audits, the June 29 Letter also reiterated requests for data specifically identified in Sections 1.04-1.05 of the May 19 diligence request list regarding Twitter’s methodology and performance data relating to identification and suspension of spam and false accounts, including, but not limited to, information regarding account suspensions, including information sufficient to identify daily numbers of account suspensions since October 2020 and numbers of account suspensions for each of Twitter’s internal reasons for suspension. In addition, during the June 30, 2022 call, Twitter’s representatives indicated for the first time that the workflow and processes for detecting spam and false accounts in the mDAU population is different and separate from the workflow and processes for identifying and suspending accounts in violation of Twitter’s policies. On that call, Twitter indicated that it would not be willing to provide information regarding the methodologies employed to identify and suspend such accounts.
- Daily measures of mDAU for the past eight (8) quarters. On June 17, 2022 (the “June 17 Letter”) Mr. Musk reiterated his request for “access to the sample set used and calculations performed, as well as any related reports or analysis, to support Twitter’s representation that fewer than 5% of its mDAUs are false or spam account.” To that end, Mr. Musk requested that Twitter provide “daily measures of mDAU for the previous eight quarters, and through the present.” This information is derivative of the information Mr. Musk first sought in Sections 1.01-1.03 of the May 19 diligence request list. Although Twitter has provided certain summary data regarding the mDAU calculations, Twitter has not provided the complete daily measures as requested.
- Board materials related to Twitter’s mDAU calculations. In the June 17 Letter, Mr. Musk requested a variety of board materials and communications related to Twitter’s mDAU metric, its calculation of the number of spam and false accounts, its disclosure of the mDAU metric, and the company’s disclosure of the number of spam accounts on the platform. Twitter has provided an incomplete data set in response to this request, and has not provided information sufficient to enable Mr. Musk to make an independent assessment of Twitter’s board and management’s understanding of its mDAU metric.
- Materials related to Twitter’s financial condition. Mr. Musk is entitled, under Section 6.4 of the Merger Agreement to “all information concerning the business … of the Company … for any reasonable business purpose related to the consummation of the transactions” and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction. To that end, Mr. Musk requested on June 17 a variety of board materials, including a working, bottoms-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs’ valuation model underlying its fairness opinion. Twitter has provided only a pdf copy of Goldman Sachs’ final Board presentation.
This is all just a very expensive way of saying “you promised us to provide us everything we needed, so we kept asking for more and more ridiculous, and impossible-to-actually-deliver information until we could claim you weren’t giving us what we needed, and so now we can claim you’re in breach.”
I mean, they list out five different requests, but the first four are all variations on the same made up nonsense request. And the last one is just thrown in as a Hail Mary in case the court sees through the first four.
Musk’s lawyers try to claim that the information that Twitter did provide Musk — basically access to the full Twitter Firehose API (which was always a kind of middle-finger to Musk’s bogus insincere request in the first place) — wasn’t enough to satisfy the agreement because, in part, it treated Musk like a common every day customer. *shudder*
Twitter only offered to provide Mr. Musk with the same level of access as some of its customers after we explained that throttling the rate limit prevented Mr. Musk and his advisors from performing the analysis that he wished to conduct in any reasonable period of time.
And, if you really want any extra proof that this was all pretextual and planned out back in May, and executed over the last month, Musk is doing this basically on the first day he can. The original merger agreement included a termination clause for contractual breach, with a 30 calendar day notice. It has been exactly 30 days since Musk sent that obviously pretextual complaint about providing data. We hit the deadline, and now Musk says he’s out.
Somewhat hilariously, Musk’s lawyers throw one more Hail Mary in at the end of the letter, claiming that because there were some management changes after the merger agreement was announced — including both some executive firings and some who just chose to get out before Musk became their boss — that this somehow violated another clause of the agreement to “preserve substantially intact the material components of its current business organization.” This is also legally weak sauce.
Not surprisingly, Twitter’s board chair immediately announced this was going to court, which is what everyone expected:
So, the next stage of the fight will happen in Delaware Court of Chancery, and who the hell knows what happens then. Lots of lawyers are going to start eyeing yachts, however.
On the whole, it seems fairly blatantly obvious that all of Musk’s excuses here are pretextual, and plotted out by his lawyers to try to get him out of a deal that didn’t actually have an escape hatch. The question before the court, really, is whether or not it matters that he’s obviously trying to escape a deal that he agreed to.
Perhaps the most likely outcome is that the two sides will come to some sort of agreement — with the most probable outcome being that Musk agrees to pay some amount for Twitter to drop the case and walk away. The question though, is what number will satisfy both parties. While the agreement has a $1 billion breakup fee, that’s not really controlling here. There are going to be long drawn out discussions regarding how much Twitter and Musk will each agree to in order to just walk away. It may come down to somewhere around that $1 billion, but my guess is that if Twitter believes it has a strong case to force Musk to go forward with the full $44 billion, that it may be able to force him to pay substantially more.
Of course, it’s not just Twitter and its Board who are likely to go to court over this. I fully expect multiple shareholder lawsuits to be filed. And quickly. And not necessarily in the Chancery Court in Delaware. And some of those may get… messy for Musk, who basically jerked around the shareholders for months, and (it can be credibly argued) did serious damage to the company’s value in the interim.
All that said, there’s a separate question of what happens to Twitter.
Some — who were opposed to the Musk takeover — may look at this as the best scenario, if Musk walks away but has to hand Twitter a lot of cash, that could be useful to keep Twitter going. However, the way these things usually work is that Twitter is now seen as wounded and vulnerable. And, I can’t see Twitter’s current board (or major institutional investors) being able to leave Twitter alone as an independent company like this. As such, my guess would be that some third party now tries to swoop in and buy up the pieces.
It seems unlikely that either Google or (especially) Facebook would be allowed to do so by the DOJ or the FTC, but you could see some other large companies jumping into the fray — including Microsoft (who once wanted to buy TikTok and Discord, and already owns GitHub and LinkedIn) and Walmart (who also wanted TikTok, and still pretends that it wants to be a digital giant, rather than just a commerce giant). There are some more “out of left field” options as well. A large media company (Comcast? Disney?!?) could make a play for it. I think AT&T and Verizon have been chastened and shamed by their internet service failures, but who knows?
Either way, at some point in this process, it seems likely that Twitter’s ownership is going to change drastically.
Finally, for all the trolls and muck throwers who celebrated Musk “freeing” Twitter, well, they’ll just have to slum it up at Parler, Truth Social, Gettr, Gab, or wherever else they need to go.
Filed Under: delaware chancery court, elon musk, escape clause, merger agreement, termination
Companies: twitter
Comments on “Musk’s Attempt To Get Out Of The Twitter Deal Proceeding Exactly As Predicted; What Happens Next?”
What happens next?
We all get a double popcorn and set back to watch.
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I think I did see popcorn futures going though the roof.
bottoms-up financial model
This is so hilarious it needs to be on shirts, mugs, and rocks glasses.
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Probably more appropriate on shot glasses, beer mugs and champagne flutes…
I'll happily deal with spam bots
if it means Trump and his mates have to keep their stuff on those “free speech” platforms. If the “free speech absolutist” https://www.bbc.com/news/business-62102821 wants to support “free speech”, why not invest in Parler, Truth Social, Gettr, Gab, or wherever else they need to go ?
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Because even they know that if people have a choice between a platform that engages in moderation that as a result shows them the door and one that doesn’t most people are going to go with the first option, leaving a platform that’s nothing but people like them on the latter.
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Because a big part of what conservatives consider “free speech” is “owning da libs”, and they can’t do that on Parler, Truth, Gettr, Gab, et al. since those places are conservative echo chambers full of preaching to rhe choir and an endless cacophony of fart and shart sounds.
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Ironically, by joining those places that actively promote their NeoNaziness, they’ve also moderated more aggressively than the mainstream places.
Like Russia trying to “deNazify” Ukraine (sorry, couldn’t resist, Russia basically destroyed the reputation of the Azov Battalion by blowing up their HQ, right after the Ukranians allegedly friendly fired on it), the NeoNazis already owned the libs in their little echo chambers.
I think it would be great for the economy if Musk was required to pay shareholders the difference between the stock value immediately before the deal was announced and the value now/at the conclusion of the suit. This wouldn’t help twitter the company, but would be the minimum to make the investors whole for the damage he has done to the stock value. A separate settlement to the SEC for 10% of that total also seems appropriate for the badly attempted stock manipulation.
If this forces him to declare bankruptcy that is OK. He may wish he had a residence to exclude from bankruptcy though.
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he has holding companies for all his shit. He even financed the loan through a separate holding company.
He’s had multiple generations of family familiar with grift, this part is natural for them.
'It's everyone's fault but mine this didn't work out!'
‘All that stuff I explicitly didn’t care about? Yeah, the deal’s off because they won’t give me all of it and that’s entirely their fault so I shouldn’t have to pay anything!’
I’d call him a child pretending to be an adult but even they tend to act more mature than that. Hopefully if he doesn’t cut a deal and run and actually takes this to court the judge/jury see the flailing attempt to duck out of the deal as the transparently bogus attempts they are and given him a hearty smack upside the finances for it.
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Well like a child he keeps putting his thing in other peoples things…
the counts what 10 kids by 5 women now?
huge happy anime eyes
This is better than christmas!!!
2 things I hate both screwing each other.
And here I thought I would have to settle for the lawyer claiming to have Musk on the record admitting Tesla shouldn’t have removed the speed limiter on the car the 18 yr old drove over 100+ to his death…
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Look, it was one dead kid. Why are you still getting your panties in a bunch about it?
Information related to Twitter’s process for identifying and suspending spam and fake accounts.
Oh, I forgot about that. Hey, Phillip! Would you like to join Twitter?
I really don’t want to defend Musk who is an absolutely horrible excuse for a human being, but the value of Twitter is directly proportional to the number of active users. If Twitter knowingly fudged those numbers and didn’t come clean before the sale, that’s sounds like fraud.
It’s like Twitter is trying to sell land that they know they don’t own and you can’t double check the deed because Twitter owns the county recorder too.
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As you proceed to defend Musk.
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In that situation, you probably shouldn’t agree to a deal at all, let alone one where you waive all your rights to check that stuff. According to FindLaw, Musk went so far to agree that Twitter could force him to fulfill the contract (i.e., to buy Twitter)—and that he wouldn’t argue about it in court. It seems to me he’d still owe the billion-dollar termination fee after being forced to buy the company.
I’ve seen a theory floating around that Musk just did this as a way to sell Tesla stock without causing it to crash. I haven’t check the maths on that.
Re: unlikely that Twitter lied
Twitter advertisers have successfully relied on those figures for years and years. If they were a lie we would know by now.
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And what makes you think they did? Space Karen’s totally unbiased claims? Really?
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OK. Space Karen is pretty funny even were it without context.
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Except it’s like they gave him everything he needs and more.
Pay the fucking fee, Elon.
Be it 1 or 44 billion.
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You should be happy mike since you don’t want “right-wingers” controlling anything.
nah twitter will be fine
I cant see why you would think someone else would assuredly buy twitter. Its always possible, but if Musk has to make a big payment then Twitter will be stronger not weaker. I dont think they would accept much lower than $54 a share at this point, and I cant see anyone offering that much.
There is no 1 billion walk away fee.
Let me state this again.
The $1 billion is a reverse termination fee, from buyer to target, and only applies if an outside force (regulators for example) prevents the deal.
Trying to get out of this deal by Musk will cost him much more and the fee will likely be around the difference in stock price of Twitter averaged over a period of time and the price that Musk offered.
The other option is to prove fraud and as pointed out in this article the lawyers on Musks side aren’t even trying for that one.
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…that makes the whole situation even better.
PAY UP, ELON.
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Here’s Twitter’s 8-K form summarizing the clause:
(For the full legal text, search for “Section 8.3 Termination Fee” in the same page.)
That says nothing about an “outside force”. If Twitter holds up their end and Musk doesn’t, that’s likely a breach of the “representations, warranties or covenants” under clause 2, and he’ll owe them a billion dollars. And they might still be entitled to make Musk complete the buyout (“Section 9.9 Specific Performance”).
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The $1 billion is a reverse termination fee, from buyer to target, and only applies if an outside force (regulators for example) prevents the deal.
Funnily enough, the contract itself, as filed with the Securities and Exchange Commission, doesn’t use the term ‘reverse termination’ anywhere, and requires the termination fee only if Musk or Twitter walks away from the deal. Either you’ve been reading too much CNBC, are defending Musk’s blatant attempt to walk away from the sale without paying the $1 billion termination fee, or both.
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i don’t think it’s a defense, they were claiming it would be way more.
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Yeah, the contract makes it clear Twitter can force him to complete the buyout as agreed. And as far as I can tell, still collect the penalty.
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And how is what you’re saying related to what Autie said? Seems to me you’re defending a lying troll.
By whome? Has user volume changed significantly since the deal announcement or Musk’s obvious shenanigans?
BoC
This is typical 1L stuff only being played in the public eye.
When negotiating these Agreements, it’s fair to include a “breakup” clause which often has a fee. In other words “I Elon will do this deal but if for any reason I don’t, I will pay you $X.”
I have not seen that said Contract/Agreement. It may have a Force Maejeure (act of God) section. Likely the Russia war against Ukraine would meet that. The Fed raising borrowing rates twice (ant
now talking a third time) would count as well.
It will come out in the end.
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I have not seen that said Contract/Agreement.
It’s here, so now you have no excuse to not argue from an informed viewpoint.
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That link gives an “access denied” error, but archive.org has a copy. The amount of complex legalese is still an excuse for a not-fully-informed viewpoint. I think “Company Material Adverse Effect” is the thing to search for.
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That link gives an “access denied” error…
It doesn’t for me. What’s wrong with your browser?
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The amount of complex legalese is still an excuse for a not-fully-informed viewpoint.
But still no excuse for the not-informed-at-all viewpoint apparently espoused by Ehud Gavron.
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I think “Company Material Adverse Effect” is the thing to search for.
I did that before posting the link. The termination fee isn’t invoked by the Company Material Adverse Effect clause. Nice attempt to back up your lie, though.
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It may have a Force Maejeure (act of God) section. Likely the Russia war against Ukraine would meet that.
I’ve called Vladimir Putin many things in the past, but “God” has never been one of them.
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This appears to be the relevant section of the SEC filing linked in the article:
Now, there are a couple of big problems for Musk here.
One is that even if he does successfully terminate the agreement, there’s a billion-dollar termination fee.
The other is that “other specified limited circumstances” language. And that’s more or less what this article is about: Musk agreed to a limited, specifically-defined set of scenarios in which he would be allowed to terminate the buyout. And this ain’t one of ’em. He’s got his lawyers making the best legal case they can that Twitter made serious material misrepresentations during negotiations, but it’s a heavy lift.
What happens from here, well, anybody’s guess. Musk wants to wriggle out of the agreement with no penalty. I don’t think that’s gonna happen. Twitter wants to force the buyout for the agreed-upon $44 billion. That might not happen either. I think they have the far better case than Musk does, but even a company with a lot of money and an excellent case is usually open to settle. You never know for sure how a judge or jury is going to come down; a settlement won’t give you everything you want but it’s less risky. At least, under ordinary circumstances; given that Musk is trying to wriggle out of their last contract, Twitter might not be eager to enter into a new one with him.
One thing I think is almost certain is that Musk is going to lose more money on this than any of us will ever make in our lives. And even after, he’ll still have fans insisting that he’s a genius. I hope he won’t have quite as many after this.
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I find that difficult to believe, given that Russia invaded Ukraine 2 months before Elon made the agreement to buy Twitter.
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That would be an interesting argument (by which I mean laughable) because the Russian invasion began in February, and Elon signed the agreement in April.
If this rule applied to the Elon/Twitter deal, it would apply to every other deal, and therefore the economy would crash every time interest rates were changed. That doesn’t happen so I deduce this isn’t the case.
Not what I thought
Please tell me someone else also read that as “Delaware Court of Chicanery…”
Anyone?
Anyone?
Bueller?
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He’s sick.
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I hear it’s pretty serious.
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My best friend’s sister’s boyfriend’s brother’s girlfriend heard from this guy who knows this kid who’s going with a girl who saw Ferris pass-out at 31 Flavors last night. I guess it is pretty serious.
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i did not read it that way, but i do now.
Same old story...
Musk went to bed at 2 with a 10 and woke up at 10 with a 2. Now he needs to chew his arm off.
Damn elons fanbois must be exhausted trying to spin this one. Can’t even manage to get one to make a tolken appearance here.
Twitter Sale
If you were buying a house & they won’t let you look in the closet…would you buy it?
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Non sequitur.
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If I agreed that I didn’t need to look in the closets as part of the contract, I wouldn’t have a choice.
Stupid rich guy signs binding contract, has regrets. Fucking dumbass. Just shows you don’t need brains to get rich.
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Interesting analogy, but if we’re going to use it, let’s be accurate.
In this case, Elon wanted to by Twithouse, and the owners said, “hey, want to look in the closet before you do?” and Elon said “nope, I’m good” and Twithouse said “you sure?” and Elon said “yup, totally, I’m good” and Twithouse said: “okay, well, here’s the contract for sale, but you have to explicitly state that we offered to show you the closet, and you said you didn’t want to see it before you agreed to this binding purchase, okay?” and Musk said “okay” and signed.
Then, later, he said “hey, I think the closet has spiders.” And Twithouse said “well, we’ve investigated and don’t see any spiders.” And Elon said, “I know there are spiders! Show me the spiders!” So, Twithouse said “here are a billion photographs of the closet, knock yourself out finding the spiders.” And Elon said “I also need access to the camera you used to take those photos. And the person who took the photos. And I need you to rip out the dry wall.” And Twithouse said “c’mon man, that’s excessive.”
So here we are, with Elon now saying “nyah nyah nyah, Twithouse won’t give me the info I need, I’m out.”
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Rather than there being no spiders, it’s more like Twithouse has Old Papa Longlegs as a subrental. He’s a perfectly well known actor, rents the cabinet on the attic, with both him and the subrental included in the legal paperwork.
Since Twitter does in fact have bots, they’re a well known and documented thing, with pretty well researched numbers. Which Musk knew, and is now trying to twist into an excuse.
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Well that’s fine because “daddy longlegs” aren’t spiders!
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One of Ars’s commenters also had a much more accurate analogy than dan:
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More like
Elmo: “I think you have a spider infestation”
Twithouse: “We don’t have an infestation, there are a few spiders, we track spider sightings and on average there’s one per room, and they tend to stay out of the way in the corners”
Elmo: “I’ve seen 2 spiders and therefore I want all your historical CCTV footage, and live access to it, and you have to include the bathrooms, also I’m going to tweet mean things about Twithouse employees for good measure”
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I love how the schmucks at Techdirt, who don’t have a pot to piss in, think Musk is so dumb. It’s laughable, really.
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If Elon Musk is so goddamn smart, how did Twitter manage to wrangle him into a situation where a court might force him to buy Twitter?
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Well, yeah, the schmucks here at Techdirt aren’t at least THAT dumb to needlessly waive their right to due diligence – but I’m sure you think that was some kind of 4D chess move, right? Also, funny that you insinuate none of us being a billionaire somehow means we’re not having a pot to piss in.
The logical fallacies are strong in you, congrats.
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I love how schmucks on Techdirt, who don’t have a pot to piss in, think its authors are so dumb. It’s laughable, really.
FTFY. YW.
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You’re just jealous that we, unlike you, are capable of thinking.
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Links.
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Scroll up, dumbfuck.
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Who says I didn’t, dumbfuck?
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Your own comment, that admits your blindness to anyone who did would have seen.
Re: Re: Re:4
Your own comment, that admits your own projection to anyone who would have seen.
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If Elon was that smart, then why’d he not read up on how to moderate, or the various issues regarding Section 230?
If his official biography was based off facts about the man, he isbsupposedly smart enough to understand how to make a payment processor, rocket science AND electric cars.
So why skip the due diligence on this?
Is it because he’s A RACIST WHITE SOUTH AFRICAN BY DESCENT AND HE GREW UP BEFEFITTING FROM THE APARTHEID ERA? Does he want to help the NeoNazis that bad?
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Hi Elon!
If Musk is so goddamn smart, how come pretty much NONE of his predictions work out as listed extensively by Common Sense Skeptic (among others). He does not even seem smart enough to stop making them, hm?
The best thing that can happen with Twitter is mElon not buying it, having to pay a hefty fine for not buying it and staying away from it. The second best is mElon not buying and staying away from it even without any money spent. Anything that involves mElon actually owning Twitter is the worst thing that could possibly happen to Twitter now.
Discovery will be the end of Twitter.
If Twitter lied in the SEC filings, it will be sued by its investors.
The big problem for Twitter who did seem to be filing false statements with the SEC is that they won’t be able to control what information they have to hand over to Musk’s lawyers when this lawsuit proceeds. Internal communications will have to be handed over. Twitter will have to prove in court that less than 5% of the mDAU are spambots/fake accounts.
Most 3rd party audits I’ve seen show that spam bots make up about 20% of the mDAU users.
It would be in Twitter’s interest to settle with Musk without this information becoming public.
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Musk has a good reason to settle with Twitter, too. If a court says Twitter held up its end of the deal, Musk will have to finalize a multi-billion-dollar purchase he likely can’t make without fucking over his own companies in some way.
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Yeah I seem to remember the same thing being said about Dominion by pretty much the same people.
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[Hallucinates facts not in evidence]
Twitter sale and lawsuit
Musk will quickly lose his case re: Twitter.
Delaware Chancery Courts work without juries and function very fast. It’s their trademark and claim to fame.
It’s why the majority of corporations strive to incorporate there.
Why Elon Musk DOESN’T stand a chance? — “House Termites”.
If you buy a house and give up inspection right (precisely what Elon did to the TWTR agreement),
you can’t refuse/return the house just because you found out the whole house is infested with termites.
Just Google for precedent on ‘waiving rights to due diligence’.
What’s the difference between the Termites case and the Twitter Bots case? Not much.
If no difference, why would Elon even stand a chance?
How did Elon “deliberately chose to waive those rights”? Is it part of an agreement he signed? I’m not debating, just trying to understand, so any online reference that you can share is appreciated. Thanks!