3 ms·

>If that isn't accurate I bet you it allows them out of the breakup fee. Not really. There's nothing in the deal contingent on this and Twitter has no fiscal

>If that isn't accurate I bet you it allows them out of the breakup fee. Not really. There's nothing in the deal contingent on this and Twitter has no fiscal or regulatory responsibility to report which accounts are fully human or not human. Having APIs and allowing bots shows that Twitter is open about having bot accounts.

romellem 4y ago
This is correct. [This article][1] ([archive link][2]) goes through some of the contract law stuff, and they speak to this: * The merger agreement contains a provision that allows Musk to walk away if Twitter’s securities filings are wrong — and this 5% number is in its securities filings — but only if the inaccuracy would have a "Material Adverse Effect" (MAE) on the company. An MAE is apparently a high standard and courts [almost never find an MAE][2] [1]: https://www.bloomberg.com/opinion/articles/2022-05-13/elon-musk-trolls-twitter https://www.bloomberg.com/opinion/articles/2022-05-13/elon-m... [2]: https://archive.ph/NFWVp https://archive.ph/NFWVp [3]: https://www.jonesday.com/en/insights/2018/10/delaware-chancery-court-finally-finds-an-mae https://www.jonesday.com/en/insights/2018/10/delaware-chance...
- mikkergp 4y ago
  The article does also go on to say however that Musk will probably do whatever he wants without concern for the law, and without substantive repercussions. He can walk away from the deal just because he wants to, because he will be more aggressive in court than Twitter, and it wouldn't be advantageous of Twitter to go after him.
  - minsc_and_boo 4y ago
    True, but Levine talks about that wrgt going against the SEC. Twitter is a billion dollar corporation with a signed IOU from Musk and a duty to go after it. It's not the same as what Musk has pulled in the past, but will still be interesting to see how it plays out regardless.

romellem 4y ago

This is correct. [This article][1] ([archive link][2]) goes through some of the contract law stuff, and they speak to this: * The merger agreement contains a provision that allows Musk to walk away if Twitter’s securities filings are wrong — and this 5% number is in its securities filings — but only if the inaccuracy would have a "Material Adverse Effect" (MAE) on the company. An MAE is apparently a high standard and courts [almost never find an MAE][2] [1]: https://www.bloomberg.com/opinion/articles/2022-05-13/elon-musk-trolls-twitter https://www.bloomberg.com/opinion/articles/2022-05-13/elon-m... [2]: https://archive.ph/NFWVp https://archive.ph/NFWVp [3]: https://www.jonesday.com/en/insights/2018/10/delaware-chancery-court-finally-finds-an-mae https://www.jonesday.com/en/insights/2018/10/delaware-chance...

mikkergp 4y ago
The article does also go on to say however that Musk will probably do whatever he wants without concern for the law, and without substantive repercussions. He can walk away from the deal just because he wants to, because he will be more aggressive in court than Twitter, and it wouldn't be advantageous of Twitter to go after him.
- minsc_and_boo 4y ago
  True, but Levine talks about that wrgt going against the SEC. Twitter is a billion dollar corporation with a signed IOU from Musk and a duty to go after it. It's not the same as what Musk has pulled in the past, but will still be interesting to see how it plays out regardless.