Twitter’s Legal Team Unleashes on Elon Musk, as it Moves to Force Musk to Complete Takeover Deal


Properly, that is actually a pointed opening to Twitter’s legal case against Elon Musk, and his try to cancel his $44 billion acquisition of the app:

In April 2022, Elon Musk entered right into a binding merger settlement with Twitter, promising to use his greatest efforts to get the deal achieved. Now, lower than three months later, Musk refuses to honor his obligations to Twitter and its stockholders as a result of the deal he signed now not serves his private pursuits. Having mounted a public spectacle to put Twitter in play, and having proposed after which signed a seller-friendly merger settlement, Musk apparently believes that he – in contrast to each different celebration topic to Delaware contract legislation – is free to change his thoughts, trash the corporate, disrupt its operations, destroy stockholder worth, and stroll away.”

Nothing being hidden behind authorized jargon there, Twitter is pissed, and so they’re now trying to make Elon pay for what he’s achieved to their inventory, their firm, their future prospects, and so on.

Within the newest improvement within the ongoing Twitter/Musk saga, Twitter has formally launched authorized motion to counter Musk’s effort to terminate the deal, due to, in accordance to Musk, Twitter’s unwillingness to present him and his workforce with ample information to show its utilization claims, and different parts.

However Twitter says that Musk can’t exit the deal now, and it has a variety of examples of dangerous religion actions and public disclosures on Musk’s half which it says are in violation of the unique settlement.

Particularly:

  • Twitter says that Musk has been appearing towards the proposed deal for the reason that market began its latest downturn, and has breached the merger settlement repeatedly within the course of
  • Twitter says that Musk has claimed to put the deal ‘on maintain’ pending the satisfaction of ‘imaginary circumstances’, and has breached his financing efforts obligations within the course of
  • Musk has boasted publicly about violating his non-disclosure obligations beneath the unique contract, each in relation to Twitter’s mDAU metric calculations and different inner information factors
  • Musk has additionally repeatedly violated his non-disparagement obligation within the contract by public criticism of the corporate, and has misused confidential info in his public statements about pretend accounts and Twitter’s processes.
  • Twitter says that one of many fundamental causes Musk cited for getting Twitter was to rid the platform of bots, which Musk is now utilizing as a purpose not to purchase it. The 2 stances appear to battle

In abstract, Twitter says that Musk has leveled critical prices, each publicly and thru lawyer letters, that Twitter has misled its buyers and prospects, which has materially broken the corporate’s prospects, in violation of the agreed phrases of the acquisition. Moreover, Twitter has outlined, intimately, how it’s labored to meet all of Musk’s info requests, past what it’s beneath obligation to do.

But, regardless of, this, Musk is now trying to exit the deal anyway – which, Twitter says, is definitely the final word plan:

“From the outset, [the] defendants’ info requests had been designed to attempt to tank the deal. Musk’s more and more outlandish requests replicate not a real examination of Twitter’s processes however a litigation-driven marketing campaign to attempt to create a document of non-cooperation on Twitter’s half. When Twitter nonetheless bent over backwards to tackle the more and more burdensome requests, Musk resorted to false assertions that it had not.”

Twitter’s overview is a radical and scathing evaluation of Musk’s actions, which exhibits that Twitter has been taking notes, and has measured its authorized case fastidiously. In some methods, the submission reads like an inventory of grievances that Twitter’s been simply ready to air out, and now, with Musk difficult the deal, it has a possibility to achieve this.

Which is probably going not good – both for Musk or finally Twitter itself.

Twitter additionally makes some fascinating revelations about how the Musk push has impacted the corporate, together with this notice about worker retention.

“Musk has unreasonably withheld consent to two worker retention applications designed to preserve chosen prime expertise throughout a interval of intense uncertainty generated largely by Musk’s erratic conduct and public disparagement of the corporate and its personnel […] Worker attrition, in the meantime, has been on the upswing for the reason that signing of the merger settlement.”

One more reason said by Musk’s workforce for looking for to exit the deal has been the loss of key executive staff at the company, which materially alters the make-up of the group. Twitter not solely says that this isn’t a part of the unique settlement – as it particularly ensured any such provision was unnoticed – but in addition, as identified right here, that it has tried to work with Musk to tackle precisely this both manner.

Twitter has additionally included this description of Musk’s efforts to use its information API to scan for pretend accounts:

“Twitter additionally defined that it had positioned “no synthetic throttling of price limits” [on Musk’s access]. In follow-up correspondence, it grew to become clear that the “restrict” Musk had bumped up towards was not the results of throttling however a default 100,000-per-month restrict on the variety of queries that might be performed. Together with his undisclosed workforce of information reviewers working behind the scenes, Musk had hit that restrict inside about two weeks.”

What the heck are Musk and Co. doing there? 10k queries towards the info, in two weeks? No concept how they’re making an attempt to discover pretend and spam accounts, however that appears extreme (Twitter notes that it eliminated the question cap to allow Musk’s workforce to proceed their evaluation).

General, what Twitter’s saying right here is that it believes Musk has acted in dangerous religion, and that he’s solely looking for to get out of the deal now due to the market downturn, which has impacted his private wealth, together with total market efficiency.

However letting Musk exit now would depart the corporate in a a lot worse state:

“Due to defendants’ breaches and the uncertainty they’ve generated, Twitter faces irreparable hurt. Defendants stipulated within the merger settlement that “irreparable injury for which financial damages, even when obtainable, wouldn’t be an ample treatment would happen within the occasion that the events hereto don’t carry out the provisions of this Settlement (together with failing to take such actions as are required of it hereunder to consummate this Settlement) in accordance with its specified phrases or in any other case breach such provisions.”

There’s additionally this:

“For Musk, it would appear, Twitter, the pursuits of its stockholders, the transaction Musk agreed to, and the courtroom course of to implement it all represent an elaborate joke.”

Richest man on this planet or not, Twitter’s sick of Musk’s antics, and it clearly has no intention of letting him off the $44 b hook.

Twitter additionally reiterates that there isn’t a financing contingency and no diligence situation.

“The deal is backed by hermetic debt and fairness commitments.”

‘Hermetic’, which Twitter can be trying to implement as it seeks to consummate the Musk deal, whether or not Elon likes it or not.

And once more, the final word loser right here can be Twitter, the corporate, which continues to lose employees due to uncertainty, and can ultimately find yourself within the fingers of somebody who actually doesn’t need to personal it.

That doesn’t appear to be the perfect basis for future success, however that’s the place we’re at.

Musk hasn’t offered any detailed response to Twitter’s counter claims as but, although he did as soon as once more publish a cryptic tweet following the discharge.

Whether or not Musk will really be laughing on the finish of this appears more and more uncertain.



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