𝕏 / Twitter / X, the Social Media Platform Formerly Known as Twitter / "MUSK OWNS TWITTER"

[Wesley Willis]

Twitter sucks and Elon Musk is a fucking carpetbagger. Meanwhile, The Boring Company is bilking local taxpayers all over the country.

 

[Least Concern]

This is why he's not buying twitter.

View attachment 3480047

The one in the middle of the bottom row might be a parody. Just a guess.

 

[AnOminous]

The point being that Twitter, the company, and the people running it, have a better idea than anyone else how infested Twitter is and that's what Elon is getting at. He was trying to buy the company (or so he says) and wanted the actual data, not a gimped dataset that he'd have to conduct the analysis on himself.
And Twitter can't say "Well we don't know" because they have to ban bots, which means they have to detect them somehow.

More importantly they have also given a bogus number of bots, which means they arrived at that number somehow, even if it was just making it up. According to their own claims they can figure out how many bots they have. But why would they want to?

 

[Least Concern]

It's official: Twitter sues Elon Musk to hold him to $44 billion merger

 

[ForTheHoard]

It's official: Twitter sues Elon Musk to hold him to $44 billion merger

Do we know that this will 100% remove the artificial cap Twitter put on the information stream they gave Elon access to for analysis? Will they have to dump everything in discovery or can they successfully file a motion to keep it as it is? How are Delaware judges on issues like this? I'd assume they tend to defer to corporations since that's where all the banks and credit lenders put their HQs.

 

[SBG]

 

[Honka Honka Burning Love]

It's official: Twitter sues Elon Musk to hold him to $44 billion merger

Cool.

Fucking Discovery is going to be fun.

 

[1Tonka_Truck]

The Boring Company is bilking local taxpayers mafia all over the country Vegas.

List of projects:

• Las Vegas Convention Center Loop
• Las Vegas Resorts-LVCC connector
• Las Vegas Loop
• R&D Loop Hawthorne, CA

Yep, all over the country.

 

[AnOminous]

How are Delaware judges on issues like this?

The Delaware Court of Chancery (yes they still call it that) is generally regarded as the best state court in the country on business matters, especially really big ones involving really rich people and corporations.

 

[Knight of the Rope]

The Delaware Court of Chancery

I keep reading that as "The Delaware Court of Chicanery" and it only adds to the anticipation.

 

[Oxyjen]

Quite the roller-coaster ride for the recent new right-wing musk fans.

 

[Matt Damon]

Quite the roller-coaster ride for the recent new right-wing musk fans. View attachment 3485660

Are any right-wingers really big Musk "fans" or do they just see him as a useful instrument of chaos?

 

[ForTheHoard]

Are any right-wingers really big Musk "fans" or do they just see him as a useful instrument of chaos?

The left (used to) like him because he was a big innovator with EV's and space travel. The right likes him because he shitposts. I always considered him politically neutral because he's not dumping his money into social engineering projects like the other billionaires tend to.

Before Trump and Biden, he was mostly loved by extreme autists that thought they were geniuses and would go to his speaking engagements to ask him for a job.

 

[SBG]

Early in the filing they call out Musk suggesting he wanted twitter because of the bot presence then switching to his stance that he didn't want twitter because of the bot presence.

I'm bored so I'm gonna go through the thing a bit and post bits I think matter or whatever.

Spoiler

9. On July 8, 2022, a little over a month after first using bad-faith pursuit of spam-related evidence to assert a baseless claim of breach, Musk gave Twitter notice purporting to terminate the merger agreement. The notice alleges three grounds for termination: (i) purported breach of information-sharing and cooperation covenants; (ii) supposed “materially inaccurate representations” in the merger agreement that allegedly are “reasonably likely to result in” a Company Material Adverse Effect; and (iii) purported failure to comply with the ordinary course covenant by terminating certain employees, slowing hiring, and failing to retain key personnel.

10. These claims are pretexts and lack any merit. Twitter has abided by its covenants, and no Company Material Adverse Effect has occurred or is reasonably likely to occur. Musk, by contrast, has been acting against this deal since the market started turning, and has breached the merger agreement repeatedly in the process. He has purported to put the deal on “hold” pending satisfaction of imaginary conditions, breached his financing efforts obligations in the process, violated his obligations to treat requests for consent reasonably and to provide information about financing status, violated his non-disparagement obligation, misused confidential information, and otherwise failed to employ required efforts to consummate the acquisition. 11. Twitter is entitled to specific performance of defendants’ obligations under the merger agreement and to secure for Twitter stockholders the benefit of Musk’s bargain. Musk and his entities should be enjoined from further breaches, ordered to comply with their obligations to work toward satisfying the few closing conditions, and ordered to close upon satisfaction of those conditions.

They then go into the history of Musk violating SEC disclosure rules to accumulate stock, Musk as largest shareholder agreeing to join the board on April 5th, thenhe turns down the position on April 9th (the day he was to be on the board), and declares he'll buy the company on April 13th then makes the declaration public the next day.

He even states himself that he was buying twitter at a premium. Twitter then enacted a shareholder rights plan where anyone with 15% of stock in the company would require board approval to purchase more, this was done to prevent a hostile offer. The filing then points out Elon's tweets that suggest he was thinking of doing the hostile tender offer.

They then talk of how Elon gathered the funding he needed before making his final offer and threat to sell all the stock he owned in Twitter if turned down while also mentioning that they weren't requiring due diligence. Twitter had reserved the right to hire and fire people at any level, while Musk's initial draft for the merger agreement would have required higher ups being hired or fired to have Musk's approval.


They then get into a long explanation (paragraph 41) of what specifically would constitute or not constitute "Company Material Adverse Effect" which could be used to get out of buying, afterwards they start talking covenants.

There's a commentary about how Musk's Tesla stocks started dropping in value so Musk got a new equity agreement.


Then we get to the bots. Twitter says their findings on bot findings are heavily qualified ("may not represent true numbers" and blah blah blah).

71. Twitter had entered into a confidentiality agreement with Musk to share non-public information in preparation for post-closing transition, and convened an in-person meeting with Musk and his team on May 6, 2022. Among the topics of discussion were mDAU and spam-related subjects

There's the explanation of how the Firehose data doesn't disclose private data so can't accurately judge whether accounts are bots and that the Firehose tweets would include those bots that the system catches and wouldn't be included in the mDAU numbers.


This is a bit funky because they're arguing they couldn't give Musk access full access to private data because Musk had threatened to build a competitor.

Then we have the default throttling of the hose and the bumped up throttling to "100 times what most paying Twitter customers would get".

Indeed, in a June 30 conversation with Segal, Musk acknowledged he had not read the detailed summary of Twitter’s sampling process provided back in May. Once again, Segal offered to spend time with Musk and review the detailed summary of Twitter’s sampling process as the Twitter team had done with Musk’s advisors. That meeting never occurred despite multiple attempts by Twitter

Musk also blows off some attempts to learn about how Twitter identifies bots.

We then start getting into talk of how Musk violated section 6.10(d) of the merger agreement and abandoning financing efforts.

116. Most notably, Musk has unreasonably withheld consent to two employee retention programs designed to keep selected top talent during a period of intense uncertainty generated in large part by Musk’s erratic conduct and public disparagement of the company and its personnel.

Musk ended up spending months avoiding committing to any employee retention plans, avoiding one request after the other to consent to something. Forgot for a moment why they'd even be bringing this up, but it's probably related to Musk's accusation that Twitter didn't retain key personnel. Musk didn't seem to show much interest in retaining people then turned around and accused Twitter of mucking things up by not retaining people.

124. The notice alleges three grounds for termination: (i) purported breach of the information-sharing and cooperation covenants contained in Sections 6.4 and 6.11; (ii) supposed “materially inaccurate representations” incorporated by reference in the merger agreement that allegedly are “reasonably likely to result in” a Company Material Adverse Effect; and (iii) purported failure to comply with the ordinary course covenant by terminating certain employees, slowing hiring, and failing to retain key personnel. Ex. 3. 125. These accusations are pretextual and have no merit.

So we have the 3 main points they're trying to defend against.

On first point, they say they gave Musk more information than he was entitled per the agreement with the Firehose data and meetings to explain how they arrive at their bot numbers. They mention again that he's not entitled to post signing due diligence.

128. In their termination notice, defendants list categories of information they claim Twitter has withheld. Most of this information does not exist, has already been provided, or is the subject of requests only made recently, in response to which Twitter had been yet again compiling responsive information when it received the termination notice. All of this information sweeps far beyond what is reasonably necessary to close the merger. Defendants also complain about rate and query limits initially accompanying the firehose data. But those limits were part of the customary commercial terms defendants initially requested, and, as defendants acknowledge, Twitter increased the limits immediately upon request before the purported termination.

Then a quick section on how Musk didn't prove Twitter mispresented anything.

Musk’s claimed “belie[f]” is of course no proof of misrepresentation, much less of a Company Material Adverse Effect — which can be established only by clearing an extraordinarily high bar that is nowhere in sight here.

Then there's mention of how Musk wanted to reduce headcount (do layoffs) and was even doing meetings with Twitter staff saying as much.

Asked what he was “thinking about layoffs at Twitter,” Musk responded that “costs exceed the revenue,” “so there would have to be some rationalization of headcount and expenses.”

Twitter states the merger agreement has been materially breached and so Musk doesn't get to leave it.

138. As set forth above, defendants materially breached their obligation to use their reasonable best efforts to complete the merger, id. § 6.3(a), materially breached the hell-or-high-water covenant requiring them to do all things necessary to consummate and finalize financing, id. § 6.10(a), materially breached their obligation to provide Twitter with information regarding the status of debt financing, id. § 6.10(d), materially breached their obligation to refrain from unreasonably withholding consent to operational decisions, id. § 6.1, materially breached their obligations to seek Twitter consent to public comments about the -56- deal and refrain from disparaging the company or its representatives in Tweets about the merger, id. § 6.8, and materially breached their obligation not to misuse confidential information, id. § 6.4. They therefore cannot terminate the agreement even assuming they otherwise had such a right.

They're using Musk's memes against him.

Twitter's story:

1. Musk negotiated out of the right to due diligence
2. Gave up having any say on hiring or firing before the final acquisition
3. He violated NDA
4. Musk violated non-disparagement and efforts covenants
5. He wanted to use Firehose data to prove bots when it can't
6. These fuckers all text a ton to each other what the fuck
7. Musk blew off attempts to have an employee retention plan (so complaints from Musk about Twitter not retaining people makes less sense)
8. Musk didn't prove Twitter misrepresented any data
9. Musk breached the merger agreement for a bunch of reasons and is contractually obligated to complete the merger

 

[Keystone]

Are any right-wingers really big Musk "fans" or do they just see him as a useful instrument of chaos?

The left (used to) like him because he was a big innovator with EV's and space travel. The right likes him because he shitposts. I always considered him politically neutral because he's not dumping his money into social engineering projects like the other billionaires tend to.

Before Trump and Biden, he was mostly loved by extreme autists that thought they were geniuses and would go to his speaking engagements to ask him for a job.

I like his shitposts, but beyond that I couldn't really care less about him either way.

 

[Dr J]

Twitter sucks and Elon Musk is a fucking carpetbagger.

I'd say he was more a snake oil salesman but point taken

 

[DDBCAE CBAADCBE]

I'd say he was more a snake oil salesman but point taken

Aren’t those practically the same thing?

 

[Operator Core]

Calling it, he'll avoid having to buy Twitter but he'll be ordered to payout between 500mil or 1bil, up in the air if he'll actually go through and pay it.

Talk shit get hit. If I were to act like a moron I'd at least not put my money on the line.

 

[Dr J]

Aren’t those practically the same thing?

Not really. A carpetbagger is an outsider who moves to an area to exploit the local people there for financial, social or political gain. Which, granted, could equally apply to Elon Musk, but I say he's more of a snake oil salesman, which is somebody who hocks fake or valueless cures or products, which is essentially what he does when hocks his driverless cars, rocket ships, fucking house robots and all that other shit that is in no way actually viable but gets investors creaming their pants and throwing money at him because 'It's the Future'

 

[SBG]

Calling it, he'll avoid having to buy Twitter but he'll be ordered to payout between 500mil or 1bil, up in the air if he'll actually go through and pay it.

Talk shit get hit. If I were to act like a moron I'd at least not put my money on the line.

That honestly looks like it'd be the optimistic scenario.

Problem is he kept breaking the NDA and disparaging the company which violated the covenants, so Twitter could try for damages which could be billions more. If they don't try for more than the basic billion then they could open themselves up to lawsuits from shareholders. It's likely why they're doing the suit under the pretense that they want to force the merger since just asking for the breakup fee would be a pittance to what they could've gotten.

Plus the whole situation is plain goofy with Musk since the more bots there are the more valuable each real user would be once he worked his magic to do away with the bots as he said he would be doing. Or at least that's what Musk was claiming would be true. Musk talked so much shit and made all these random claims that he's backed himself into one stupid corner.

The SEC filing for a Musk press release:

https://www.sec.gov/Archives/edgar/data/1418091/000119312522117720/d319190dex991.htm

“Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated,” said Mr. Musk. “I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it.”