4 ms·

But Twitter's board has to fight, no? Elon is essentially accusing them providing fraudulent statements. If they admit as-is, it can open a massive door for oth

by liuliu 4y ago

But Twitter's board has to fight, no? Elon is essentially accusing them providing fraudulent statements. If they admit as-is, it can open a massive door for other lawsuits.

gamblor956 4y ago
No, they don't have to do anything except say, "We had a contract and you agreed to waive due diligence. Pay up." EDIT: pay up in this context probably means $1 billion, though given that he is the world's richest man, it could conceivably include specific performance of the contract (meaning going through with the deal).
- birdyrooster 4y ago
  Elon has just been thrashing with the reality he is on the hook for $1B due to this stupid idea.
  - toomuchtodo 4y ago
    The problem is that Elon, for so long, has avoided the consequences of his actions that the thought of being held accountable to perform or pay the termination fee feels like oppression to him. Had he acted with integrity and honesty, he wouldn’t be in this situation of his own making, but those traits aren’t what made him wealthy.
  - mlyle 4y ago
    The $1B breakup fee isn't an option that Elon can exercise. See e.g. https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-away-from-twitter-deal-by-paying-1-billion.html https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-awa...
- rayiner 4y ago
  I would hesitate caution before assuming that “waiving due diligence” is a magic get out of jail free card. It’s rarely that simple in a contractual dispute.
- elil17 4y ago
  More than $1bn. It’s damages (i.e. how much he would have overpaid) - so more like $15bn. The $1bn is for if outside forces (e.g. antitrust laws) prevented the deal from closing.
- liuliu 4y ago
  Elon based his argument on fraudulent report provided by Twitter: https://twitter.com/elonmusk/status/1533839270976204801 https://twitter.com/elonmusk/status/1533839270976204801 thus the "waive due diligence" doesn't apply here.
  - moralestapia 4y ago
    Nah, Long way for that, you'd have to (at least): * Prove the report contains false info * Prove it happened on purpose AND with an intent to commit fraud * Prove it affects the transaction in a substantial way * Prove this is enough to stop the transaction from happening, and get away with zero consequences ... and it won't be hard for Twitter's lawyers to turn any of these on their favor.
    - liuliu 4y ago
      Agreed. That's why I mentioned in my root comment that Twitter board needs to fight this. Elon's line of reasoning is bad for Twitter as a company.
rurp 4y ago
Nah, Elon is more bloviating than making a serious accusation. He waived his due diligence and is not using the same terms as Twitter, possibly because he's dumb but I think more likely because he's trying to deliberately mislead people. Twitter's 5% claim (from public financial filings!) is about monetizable users, not "accounts that look like bots to Elon" or whatever other standard he wants to use. He's acting in bad faith and Twitter knows it.

by liuliu 4y ago

But Twitter's board has to fight, no? Elon is essentially accusing them providing fraudulent statements. If they admit as-is, it can open a massive door for other lawsuits.

gamblor956 4y ago

No, they don't have to do anything except say, "We had a contract and you agreed to waive due diligence. Pay up." EDIT: pay up in this context probably means $1 billion, though given that he is the world's richest man, it could conceivably include specific performance of the contract (meaning going through with the deal).

birdyrooster 4y ago
Elon has just been thrashing with the reality he is on the hook for $1B due to this stupid idea.
- toomuchtodo 4y ago
  The problem is that Elon, for so long, has avoided the consequences of his actions that the thought of being held accountable to perform or pay the termination fee feels like oppression to him. Had he acted with integrity and honesty, he wouldn’t be in this situation of his own making, but those traits aren’t what made him wealthy.
- mlyle 4y ago
  The $1B breakup fee isn't an option that Elon can exercise. See e.g. https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-away-from-twitter-deal-by-paying-1-billion.html https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-awa...
rayiner 4y ago
I would hesitate caution before assuming that “waiving due diligence” is a magic get out of jail free card. It’s rarely that simple in a contractual dispute.
elil17 4y ago
More than $1bn. It’s damages (i.e. how much he would have overpaid) - so more like $15bn. The $1bn is for if outside forces (e.g. antitrust laws) prevented the deal from closing.
liuliu 4y ago
Elon based his argument on fraudulent report provided by Twitter: https://twitter.com/elonmusk/status/1533839270976204801 https://twitter.com/elonmusk/status/1533839270976204801 thus the "waive due diligence" doesn't apply here.
- moralestapia 4y ago
  Nah, Long way for that, you'd have to (at least): * Prove the report contains false info * Prove it happened on purpose AND with an intent to commit fraud * Prove it affects the transaction in a substantial way * Prove this is enough to stop the transaction from happening, and get away with zero consequences ... and it won't be hard for Twitter's lawyers to turn any of these on their favor.
  - liuliu 4y ago
    Agreed. That's why I mentioned in my root comment that Twitter board needs to fight this. Elon's line of reasoning is bad for Twitter as a company.

rurp 4y ago

Nah, Elon is more bloviating than making a serious accusation. He waived his due diligence and is not using the same terms as Twitter, possibly because he's dumb but I think more likely because he's trying to deliberately mislead people. Twitter's 5% claim (from public financial filings!) is about monetizable users, not "accounts that look like bots to Elon" or whatever other standard he wants to use. He's acting in bad faith and Twitter knows it.