> this should have been part of a due diligence process that the Musk team deemed unnecessary Separately from intent (where I agree with you), legally, Twitter

> this should have been part of a due diligence process that the Musk team deemed unnecessary Separately from intent (where I agree with you), legally, Twitter was required to provide “properties, books and records [and] information concerning the business, properties and personnel” per section 6.4[0], which is cited in today’s letter[1]. (The fact that it is not a due diligence, IIUC, means that this information should not change the decision to make the purchase; but if Twitter was found to violate the merger agreement, Musk could walk out on it anyway.) It will all hinge in litigation on whether Twitter can argue that Musk’ demands were not “reasonable business purpose related to the consummation of the transactions” or would “cause significant competitive harm to the Company”. In my mind, it is easy to argue that Musk did violate section 6.4 by making his request public, impacting the stock, which is not a “reasonable best effort to minimize any disruption to the respective business”. [0]: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... [1]: https://www.sec.gov/Archives/edgar/data/0001418091/000110465922068347/tm2217761d1_ex99-o.htm https://www.sec.gov/Archives/edgar/data/0001418091/000110465...