Most legal experts say Twitter has the upper hand. But Musk revels in brinkmanship.
In 2018, the regulator secured a $40 million settlement from Mr. Musk and Tesla over charges that his tweet falsely claiming he had secured funding to take Tesla private amounted to securities fraud. A buyer has only once successfully argued in a Delaware court that a material change in the target company’s business gives it the ability to cleanly exit the deal. (The lawsuits concluded in a broken deal and a $1 billion settlement.) The most damaging outcome for Twitter would be for the deal to collapse. A lower price would benefit Mr. Musk and his financial backers, especially as Twitter faces financial headwinds. Mr. Musk has demanded that Twitter give a detailed accounting of the spam on its platform. The agreement also requires Twitter to provide data that Mr. Musk may require to complete the transaction. Twitter’s trump card is a “ specific performance clause” that gives the company the right to sue Mr. Musk and force him to complete or pay for the deal, so long as the debt financing he has corralled remains intact. For Twitter, completing a sale to Mr. Musk is vital. Mr. Musk did not respond to a request for comment. He also said that Mr. Musk did not believe the metrics that Twitter has publicly disclosed about how many of its users were fake. Mr. Ringler argued in his letter that Twitter had violated the agreement with Mr. Musk by not providing him with detailed information about how it measures inauthentic accounts.
Elon Musk is trying to torpedo his $44 billion deal to buy Twitter. It might also torpedo his reputation.
Or, he was lying about the kinds of lofty ideals and visions that built his companies and his image. But remember: Musk didn’t say “I want to buy Twitter because I love tweeting and I command an army of users here.” He said Twitter was important to the future of human civilization. Either Musk doesn’t think he can do the job he promised at Twitter, and he’s not the world-changing force he’s been made out to be. We’ll look at the specifics of Musk’s formal SEC filing in a minute, but first it’s important to remember what he’s said about the deal and why he wanted to do it in the first place. That doesn’t sound like “not caring about the economics at all.” That sounds like only caring about the economics. You can clean house if you want to and correct or reverse all of the ill-advised decisions that brought the platform within your sights originally. He gives lots of keynotes, throws big ideas on the board, and makes lots of promises. - Speakingat a TED conference, Musk said the deal is not a way to make money. Sure, lately he works tirelessly to attract a huge base of social reactionaries and various right-wingers who care more about his trolling than the missions of SpaceX or Tesla. But Musk’s real credibility — if he ever had any — was being the face of genuinely huge and ambitious efforts to change the world and make it better. To help steer it and, along with his other companies, help humanity flourish in the future? (On the contrary: he forced this on Twitter.) In fact, a reasonable person would conclude he was never serious about it to begin with; Musk’s conduct surrounding the deal has been marked by a lot of obvious troll behavior. Elon Musk has officially filed to kill his own Twitter acquisition, and Twitter is calling his bluff.
Elon Musk has filed to back out of his deal to buy Twitter, accusing the company of making false and misleading statements during their negotiations.
On some level, Musk’s Twitter acquisition had always seemed more like a game than a real attempt to purchase and grow a business. Musk seemed to relish the ability to make wishful product plans about free speech and corporate independence more than he wanted to develop a coherent business plan for Twitter. According to The New York Times, Musk laid out goals for Twitter under his leadership that seemed wildly ambitious, to say the least. Twitter still hopes to close the deal, despite Musk’s attempted termination. And there’s good reason for Twitter to want to keep the agreement together: the deal was a potentially lucrative one for Twitter shareholders, offering $54.20 per share, up from the $36.81 it closed at today. “Twitter has failed or refused to provide this information.” It’s incumbent that Musk prove that Twitter has breached their agreement, as he can’t just pull out the signed agreement because he feels like it.
Billionaire Elon Musk wants to end his $44 billion deal to buy Twitter. Musk's lawyer claimed Twitter failed to comply with its obligations in the merger ...
"Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter's data and information simply because he chose not to seek this data and information before entering into the Merger Agreement," Ringer added. On the day of that announcement, the stock ended the trading day at $51.70 per share. Under the terms of the agreement, Musk agreed to pay $1 billion if he backs out. The stock has fallen considerably since the board announced it had accepted his offer to buy the company at $54.20 per share. "Twitter has failed or refused to provide this information," Ringler claimed. Musk has previously said he wanted to assess Twitter's claims that about 5% of its monetizable daily active users (mDAUs) are spam accounts.
Elon Musk moved Friday afternoon to terminate his $44 billion deal to buy Twitter — the latest twist in a whirlwind process in which the billionaire Tesla ...
That type of resolution is common in merger disputes, he said, citing the recent deal involving luxury brands Luis Vuitton and Tiffany, which went to court but was ultimately completed at a lower price. Twitter has said that it relies on public and private information, such as ISP numbers and geographic data, on its users to count bots on the platform. "For nearly two months, Mr. Musk has sought the data and information necessary to 'make an independent assessment of the prevalence of fake or spam accounts on Twitter's platform,'" the Friday letter reads. Analysts have speculated that the concerns may be an attempt to create a pretext to get out of a deal he may now see as overpriced, after Twitter shares and the broader tech market have declined in recent weeks. In response, Twitter agreed to hand over its "firehose" stream of tweets Musk has for weeks expressed concerns, without any apparent evidence, that there are a greater number of bots and spam accounts on the platform than Twitter has said publicly.
Elon Musk's tumultuous $44 billion bid to buy Twitter is on the verge of collapse — after the Tesla CEO sent a letter to Twitter's board saying he is ...
On Thursday, Twitter sought to shed more light on how it counts spam accounts in a briefing with journalists and company executives. “From the beginning this was always a head scratcher to go after Twitter at a $44 billion price tag for Musk and never made much sense to the Street, now it ends (for now) in a Twilight Zone ending with Twitter’s Board back against the wall and many on the Street scratching their head around what is next.” “This is a disaster scenario for Twitter and its board,” Wedbush analyst Dan Ives wrote Friday in a note to investors. The chair of Twitter’s board, Bret Taylor, tweeted in response that the 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. Much of the drama has played out on Twitter, with Musk — who has more than 100 million followers — lamenting that the company was failing to live up to its potential as a platform for free speech. Elon Musk announced he will walk away from his tumultuous $44 billion offer to buy Twitter, leaving the deal on the verge of collapse.
Billionaire Elon Musk says he's terminating his $44 billion deal to buy Twitter because the company failed to address his concerns over spam accounts.
While Twitter has said bots make up just 5% of its monetizable daily active users, the letter says that Twitter appears to be “dramatically understating” the proportion of spam and false accounts. “And who says he’s still not trying to acquire it?” Grygiel said. Musk’s $44 billion deal was confirmed in late April after Musk spent nearly three months buying up Twitter shares to increase his stake in the company. Attorney Richard Signorelli said he hopes Musk pays a “hefty penalty” to get out of the deal. Tumbling stock prices, low investor confidence, stockholder lawsuits, and business disruptions were just a few of the possibilities the company laid out. We are confident we will prevail in the Delaware Court of Chancery," the tweet read. Donald Trump Jr. declared that Musk walking away from the deal meant Twitter was caught lying about spam accounts. Musk has previously contended that the count is 20% or higher. The stock has fallen sharply since the board accepted Musk's offer to buy the company in April for $54.20 a share. He is popular on Twitter, where he chimes in on politics, talks business openly, and embraces the internet’s meme culture. Skadden Arps attorney Mike Ringler said in a letter to Twitter's chief legal officer that “Twitter has not complied with its contractual obligations." The billionaire Tesla and SpaceX CEO is almost as known for his polarizing online persona as his entrepreneurial endeavors.
"Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users" he tweeted.. Mr Musk ...
A lot is still on the line. He said that Twitter clearly had a "left wing bias" and joked that its head office could be used as a homeless shelter. We are confident we will prevail in the Delaware Court of Chancery.— Bret Taylor (@btaylor) July 8, 2022 He wanted Twitter to champion "free speech". And as for Mr Musk's plan for Twitter? Well he had an ambitious growth forecast. It would also cause a moderation nightmare - with different tweets being assessed in real-time for whether they broke the law (or not) in hundreds of jurisdictions. Its inherent left-wing bias would be addressed. Crucially though, he argued that Twitter couldn't say how many accounts were fake. And then there was Twitter itself. The error margins on our estimates give us confidence in our public statements each quarter.— Parag Agrawal (@paraga) May 16, 2022 But critics argued that that definition was naive. He claimed he wanted to take over Twitter because it had lost its way.
Billionaire Tesla CEO Elon Musk may have changed his mind about paying so much for Twitter. But it's not so easy to walk away from the legal agreement he ...
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Musk's lawyers sent a letter to Twitter saying he is “terminating their merger agreement,” according to the filing. In the letter, Musk argues he has a right to ...
Musk himself knew about Twitter’s spam problem, and mentioned it as one of the reasons he wanted to buy the company in the first place. Wall Street has been skeptical Musk will complete the deal for months. Musk shook up the social media world in April by agreeing to buy Twitter for $44 billion. Legal experts have said Musk can’t just walk away from the deal. “We are confident we will prevail in the Delaware Court of Chancery.” But soon after his takeover announcement, a global sell-off in tech stocks eroded Musk’s own net worth, while making his $54 a share purchase price look like a serious overvaluation of Twitter.
In a regulatory filing on Friday, Mr. Musk said Twitter was in “material breach” of the acquisition agreement.
Last month, in a six-paragraph letter, Mr. Musk’s lawyers demanded more information from Twitter about its methods for counting fake accounts and claimed the firm was “actively resisting and thwarting” his rights. In 2020, he appeared at a Twitter employee event and said the company should do more to prevent spam. Twitter said on Thursday that it had heightened efforts to detect and block spam after Russia used fake accounts to influence the 2016 U.S. presidential election. Last month, the company agreed to allow Mr. Musk direct access to its “firehose,” the daily stream of millions of tweets that flow through the company’s network. Within weeks, Mr. Musk tweeted that the deal was on hold, saying he wanted more details about the volume of spam and fake accounts. Behind the scenes, Twitter continued giving Mr. Musk and his team access to information about its platform, people with knowledge of the situation have said. In a regulatory filing prepared by his lawyers, Mr. Musk said he was terminating the Twitter deal because of a continuing disagreement over the number of spam accounts on the platform. And in a sign of how the company’s investors were banking on the deal, its shares fell 5 percent in after-hours trading on Friday after Mr. Musk revealed his desire to end the deal. In a tweet, Bret Taylor, Twitter’s chairman, said the company was intent on seeing the deal through. Yet even if Mr. Musk is forced to go ahead with the deal, sending such a letter may give him a foothold for cutting the price. Buyers have frequently used the threat of walking away to renegotiate a deal. Mr. Musk’s move sets up what is likely to be an ugly and protracted legal battle with Twitter. The billionaire signed a legally binding agreement in April to buy the company for $54.20 a share, waiving due diligence to get the deal done quickly.
Analysts and employees warned Musk set the stage for a turbulent period, which could carry financial risks and leave workers more frustrated.
The company stressed that the firehose is not enough to understand the state of bots on the platform. A left-leaning watchdog group said Musk’s filing highlights why the deal has been fraught from the start. “It was a political firestorm that Musk inserted himself into and now there’s going to be many of twists and turns again,” Ives said. But as the stock market has been roiled by a global sell-of of tech stocks, Tesla share values plummeted in the wake of the deal. “There’s been a general lack of belief that the deal would go through as signed.” Twitter does not ban all bots, which include purposeful automated accounts, such as those that post otter pictures on the hour or the temperature in a specific location. “The best result for shareholders will be closing the deal at $54.20, even with a hostile owner.” Musk began complaining about the bot issue soon after he agreed to purchase and take the company private this spring. In a Friday evening news release, Twitter’s board threatened to “pursue legal action” to enforce the terms of the $44 billion deal Musk struck in April to buy the social network and take it private. “Is he a material kind of guy who just changed his mind?” she said. Twitter could be forced make key business metrics public, inviting questions from Wall Street about the overall health of the company, which turned its first profit in 2018 amid a major financial retooling. Legal experts say Musk’s case doesn’t meet a threshold to allow him to walk away from the deal.
Elon Musk got a hot stream of free speech from Twitter wags after telling the company he wanted to abort his $44 billion deal.
— 𝐁𝐞𝐤𝐬 (@antifaoperative)July 8, 2022 — keffals (@keffals)July 8, 2022 — greg (@greg16676935420)July 8, 2022 — LizaMinnelliOutlives (@LiZaOutlives)July 8, 2022 Numerous Twitter commenters played off the recent report that Musk fathered twins with an exec at Neuralink, a neurotech company he co-founded. Twitter said Friday it plans to go to court to force Musk to comply with the original terms of his offer.
After agreeing to buy Twitter for $44 billion, Elon Musk has decided that the deal is off. But his attempt to break this agreement has roiled the tech company ...
The company is even threatening legal action to force his hand. He’s used his personal Twitter to amplify criticism of Twitter executives (not including the ones who have jumped ship). He also promised to restore Donald Trump’s account and raised a ruckus over the company’s handling of bot accounts. The mood inside Twitter is grim, as the Washington Post reported Saturday:
Elon Musk terminated the Twitter deal on Friday alleging that the company was in "breach of multiple provisions" of the original agreement.
"This is fundamental to the financial health of Twitter." We are confident we will prevail in the Delaware Court of Chancery," the Twitter Board said in a statement provided to PEOPLE Friday. "Externally, it's not even possible to know which accounts are counted as mDAUs on any given day." "Our estimate is based on multiple human reviews (in replicate) of thousands of accounts, that are sampled at random, consistently over time," Agrawal wrote. As for the $44 billion deal to buy Twitter that was terminated on Friday, Tosca said she tells people the same thing when they ask about the Tesla CEO's on-hold Twitter deal. "It just seems like an absolute mess," said one senior media executive to the outlet.
While sometimes called “bots” or “spam” or “fake accounts,” all refer to inauthentic accounts that imitate how people use Twitter. Some spam accounts are ...
Sometimes spam bots are also used to attack celebrities or politicians and to create a hostile environment for them online. But other spam bots are used by governments, corporations or bad actors for a number of nefarious purposes. Since it went public in 2013, Twitter has estimated that roughly 5 percent of its accounts are spam bots. In a six-paragraph letter on June 6, Mr. Musk’s lawyers demanded more information from Twitter, stating that the company was “refusing Mr. Musk’s data requests” to disclose the number of fake accounts on its platform. Now, the issue of what constitutes a spam bot account, and how many currently exist on Twitter, is likely to be at the heart of the legal battles between Mr. Musk and Twitter over the fraught deal. Mr. Musk has been voicing concern over spam bots on Twitter for years.
Musk avoided discussing the collapsed Twitter deal as he addressed an audience of moguls in Sun Valley, two sources who attended the conference told ...
"People are now saying, 'Wow, will people really pay for three of these things?'" "It just seems like an absolute mess," said one senior media executive, who spoke on condition of anonymity ahead of the interview. Musk, chief executive of Tesla and rocket company Space X, has long advocated establishing a civilization on the red planet.
Tosca Musk told the Sunday Times that her family was used to "taking risks" in their business ventures.
Doesn't mean it can't be done." "If he says he's going to do it I would believe that he's going to do it," Tosca Musk told the Sunday Times. - "If he says he's going to do it I would believe that he's going to do it," she said in a profile.
Elon Musk officially terminated a $44 billion deal to buy Twitter on Friday, a move that would appear to dash the hopes of former President Donald Trump and ...
Twitter has fully responded to all of Musk’s requests for information and doesn’t believe it has breached the merger agreement, the person said. All signs point to Twitter aggressively defending its position in court, according to a person with knowledge of the company’s thinking. Musk alleges the number is a low estimate. “We are confident we will prevail in the Delaware Court of Chancery.” Musk has repeatedly said that he would remove nearly all restrictions on what users can post, accusing Twitter of blocking free speech as it makes decisions about which content is too harmful for the site. Jason Miller, CEO of the alternative social network GETTR — which has been known for hosting extremist and conspiratorial content, argued in a statement that Musk’s takeover attempt — and the uproar it caused inside Twitter’s ranks — exposed a “politically discriminatory culture inside the Blue Bird.”