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The part that seems dangerous to Twitter is not the go/no-go part of Elon Musk's offer , but the possible shareholder and advertising related lawsuits that may

The part that seems dangerous to Twitter is not the go/no-go part of Elon Musk's offer , but the possible shareholder and advertising related lawsuits that may arise. Representing bot activity as less than 5% but using a sample size of 100, when you are claiming millions of active accounts, can't easily be seen as honest. Since statistics which Twitter is expected to know as a matter of their duty to shareholders , makes it plain that the sample size is too small. Too many bots = shareholders were misled as to true number of active accounts. Too many bots = advertisers were misled as to potential reach.

snowwrestler 4y ago
Everything about the bots is a side show to the merger. Twitter’s assertions about bots are in SEC filings and they are a publicly traded company. If there is a cause of action, it already exists and has nothing to do with Musk’s bid. As for that bid, the time for due diligence is before, not after, one signs the merger agreement. FWIW I have shares in Twitter and would prefer them to remain a publicly traded company.
- kjksf 4y ago
  <5% bots is a material statement that Twitter made that appears to be false. It's very much related to the bid. If you materially mis-represent your company then it's a valid reason to scrap the deal. > As for that bid, the time for due diligence is before, not after, one signs the merger agreement. That's not how it works. Try calling Twitter: "I'm doing due diligence on you guys, could you open your books to me"? They'll laugh at you and hung up. The agreements is a pre-requisite of doing what "due diligence" means in this context. "Due diligence" specifically involves looking at things that you're typically not allowed to looked at. Things like auditing financials of the company, doing an audit of the source code, proprietary technology etc. It requires the company being acquired to share a lot of proprietary information. The agreement, which includes $1 billion breakup clause, is necessary to filter out people who are not serious.
  - syspec 4y ago
    >Try calling Twitter: "I'm doing due diligence on you guys, could you open your books to me"? > They'll laugh at you and hung up. Sure, but we're not the richest person on the planet, Elon Musk
  - stinky613 4y ago
    Musk waived his right to exercise internal due diligence https://arstechnica.com/tech-policy/2022/05/twitter-board-tells-elon-musk-we-will-not-alter-the-deal/ https://arstechnica.com/tech-policy/2022/05/twitter-board-te... https://www.bloomberg.com/opinion/articles/2022-05-17/elon-musk-does-not-care-about-spam-bots https://www.bloomberg.com/opinion/articles/2022-05-17/elon-m...
    - JamesSwift 4y ago
      He didnt "waive" it as far as I know. The agreement explicitly says that at the time of the SEC filing, the due diligence has been completed to the satisfaction of Musk. Now, this might mean he just didn't ask for any information, so that could technically mean he waived it. See my other comment about section 5.11.
  - rurp 4y ago
    Sounds like Elon shouldn't have explicitly refused the opportunity for due diligence then.
  - JamesSwift 4y ago
    The SEC filing (https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...) very explicitly says that Musk has _already had the opportunity to ask for clarifying information_ and that Musk _is already happy with the results of those discussions_. It explicitly explains that the only thing that Musk considers material is included in this document already, and that anything outside of this document should not be considered when evaluating the agreement. Section 5.11 (note that "Parent" / "Acquisition Sub" refers to Musk and "Company" refers to Twitter): > Each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and its Subsidiaries. In making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Acquisition Sub has relied solely on the results of its own independent review and analysis and the covenants, representations and warranties of the Company contained in this Agreement. Parent and Acquisition Sub hereby acknowledge that, notwithstanding anything contained in this Agreement to the contrary, (i) neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, in each case, other than those expressly given solely by the Company in Article IV; and (ii) neither Parent nor Acquisition Sub is relying on any express or implied representation or warranty, or the accuracy or the completeness of the representations and warranties set forth in Article IV, with respect to the Company or any of its Subsidiaries or their respective business or operations, in each case, other than those expressly given solely by the Company in Article IV.
- rasz 4y ago
  > Twitter’s assertions about bots are in SEC filings now assume twitter lied in those filings
  - jonny_eh 4y ago
    There's no evidence they lied. Why should we assume it, because Musk wants to back-out on his offer?
    - eric_cc 4y ago
      > There's no evidence they lied. Why should we assume it, because Musk wants to back-out on his offer? Why should we trust that they are being honest?
      - ForHackernews 4y ago
        > SEC filings and they are a publicly traded company. If there is a cause of action, it already exists
      - TheCoelacanth 4y ago
        Because if you want to back out of a contract on the basis that someone lied, you need actual evidence that they lied, not just a lack of evidence that they were honest.
    - kcplate 4y ago
      What is known—as an organization Twitter hasn’t always been forthright with the public regarding their practices (shadow banning, uneven application of rules regarding account suspensions). In some cases these may have been bad actors within the organization acting outside of the management’s knowledge, or even tuned algorithms towards certain topic preferences that have a more aggressive effect—but when discovered, the company does tends to deny and then quietly work to rectify the problem internally. So did they lie about the bots? Who knows? Do they always tell the truth? Well, I think you could reasonably argue not quite.
  - countrpt 4y ago
- AmazingTed 4y ago
  > and has nothing to do with Musk’s bid. The bid gave Musk access to inside information. > the time for due diligence is before, not after, one signs the merger agreement. I bought a house. The due diligence period to inspect the house, get a survey, etc. was after we entered into the contract and before closing.
  - zrail 4y ago
    That's a right granted by your contract that expires after a certain amount of time with no objections. The merger agreement would have incorporated such a right but Musk waived it (iirc, based on Matt Levine's summaries).
  - rurp 4y ago
    Did you explicitly waive your right to standard due diligence in the contract you signed? Elon did.
  - cloudsec9 4y ago
    > I bought a house. The due diligence period to inspect the house, get a survey, etc. was after we entered into the contract and before closing. I know with the crazy housing markets, this might not be something anymore, but in times past you would enter into a CONDITIONAL contract and set the price, with the stipulation that the inspection has to be satisfactory to remove the conditions. Otherwise, after you signed your contract, the house is yours, and the survey just tells you what you are obligated to fix. Also, Business deals usually allow parties to enter into things like NDAs for due diligence, as well as signing things like Memos of Agreement to get a roughed out deal, pending a thorough due diligence. I believe he's past (or waived) the due diligence. I'm sure there is a back-out clause, but that has $$$ attached and he's trying to wiggle out without paying, is what it seems like.
  - JamesSwift 4y ago
    > The due diligence period to inspect the house, get a survey, etc. was after we entered into the contract and before closing. Right, because thats what you included in your offer contract. Now, imagine that you didn't have anything in your offer about contingent on inspection. Do you think you would have standing to back out of the deal?
encoderer 4y ago
Citation that they are only using 100 accounts? Elon said it, but is there a cite? Twitter CEO said they use “thousands” selected randomly and reviewed by multiple humans.
graeme 4y ago
Twitter didn’t claim less than 5% of all accounts or all activity are bots. Right off the bat you’ve got the metric wrong. It refers to 5% of monthly active users who are shown adds.
- daenz 4y ago
  >It refers to 5% of monthly active users who are shown ads. This may come across as pedantic, but I'm genuinely asking: can a bot be "shown" ads? If a bot never loads the js or html that serves the ad, was it "shown" ?
  - Supermancho 4y ago
    "Shown" is a placeholder for "recorded as shown". This is technically some async call to a metrics endpoint. There may be correlation in a processing pipeline with other metrics/pageviews but that's not something that can be assumed. Ultimately, however they measure ads shown, they have some process to determine what they believe to be bot ad views. We can only discuss at that level without more information.
  - speakfreely 4y ago
    Depends if the bot is using full browser emulation or not. If they're using Puppeteer or something to drive a headless browser, it seems likely the ad would be recorded as "shown". If they're just making requests to specific endpoints sufficient to avoid Twitter's bot countermeasures, then it's likely not registering as an ad impression.
takeda 4y ago
It's a silly argument though. If twitter knew all bots, they could easily remove them all. Because that isn't as easy, what they have is just an estimate. And what makes Elon estimate any better than twitter's? Elon figured out that he can make money by manipulating the market via twitter posts. An ability to control the platform would allow to have even more impact and it would be harder to prove that he had anything to do with it. The purchase backfired his stock tanked (not just because of the purchase but other actions he did recently, he put me off and I was a huge fanboy before) so he is looking for excuse to get out.
- eloff 4y ago
  It's one thing to estimate bots from a manually inspected sample. It's another entirely to detect all bots across all accounts.
  - takeda 4y ago
    Even when doing it by hand it might not be easy. Also from personal experience I think whatever they are doing also has a lot of false positive. I managed to not have a twitter account for so many years, but created one as I wanted to post a response. I think it might worked once, now whenever I post something it just refuses (forgot exact message but essentially something that my post looks suspicious). I don't think I will be going back. That makes me believe they might be also losing many real users.
belter 4y ago
"Bots in the Twittersphere" (2018): https://www.pewresearch.org/internet/2018/04/09/bots-in-the-twittersphere/ https://www.pewresearch.org/internet/2018/04/09/bots-in-the-... "An estimated two-thirds of tweeted links to popular websites are posted by automated accounts – not human beings' Complete Report PDF (2018): https://www.pewresearch.org/internet/wp-content/uploads/sites/9/2018/04/PI_2018.04.09_Twitter-Bots_FINAL.pdf https://www.pewresearch.org/internet/wp-content/uploads/site... "Botometer": https://botometer.osome.iu.edu/ https://botometer.osome.iu.edu/ "Botometer (formerly BotOrNot) checks the activity of a Twitter account and gives it a score. Higher scores mean more bot-like activity." "19.42% of active Twitter accounts are fake or spam:" https://whatsnewinpublishing.com/19-42-of-active-twitter-accounts-are-fake-or-spam-analysis/ https://whatsnewinpublishing.com/19-42-of-active-twitter-acc...
belter 4y ago
Is that very different from companies like Google or other online like syndication consortium, selling ads and avoiding the discussion on how many users block ads? Among the demographic 16 and 24 years old, 46% of users worldwide admit to using ad blockers. I would be curious to see if this statistic and these reports make it back to people paying for online ads.
mikkergp 4y ago
Is there a difference between Legit Bots, i.e. that post some kind of useful information similar to an rss feed, and illegit bots, i.e. that exist solely to upvote other peoples content or inflate follower counts?
dragonwriter 4y ago
> Representing bot activity as less than 5% but using a sample size of 100, when you are claiming millions of active accounts, can't easily be seen as honest The margin of error of a sample of a given size does not depend on the size of the universe from which the same is drawn; a sample size of 100 gives a too big of an MoE to support a claim of “less than 5%” at typically acceptable levels of confidence, but the size of the universe of accounts is irrelevant to it.
- dllthomas 4y ago
  > is irrelevant to it ... for plausibly relevant company sizes. It doesn't matter if your universe is large vs very large vs enormous. It does matter if the size of your universe is close to the size of your sample.

snowwrestler 4y ago

Everything about the bots is a side show to the merger. Twitter’s assertions about bots are in SEC filings and they are a publicly traded company. If there is a cause of action, it already exists and has nothing to do with Musk’s bid. As for that bid, the time for due diligence is before, not after, one signs the merger agreement. FWIW I have shares in Twitter and would prefer them to remain a publicly traded company.

kjksf 4y ago
<5% bots is a material statement that Twitter made that appears to be false. It's very much related to the bid. If you materially mis-represent your company then it's a valid reason to scrap the deal. > As for that bid, the time for due diligence is before, not after, one signs the merger agreement. That's not how it works. Try calling Twitter: "I'm doing due diligence on you guys, could you open your books to me"? They'll laugh at you and hung up. The agreements is a pre-requisite of doing what "due diligence" means in this context. "Due diligence" specifically involves looking at things that you're typically not allowed to looked at. Things like auditing financials of the company, doing an audit of the source code, proprietary technology etc. It requires the company being acquired to share a lot of proprietary information. The agreement, which includes $1 billion breakup clause, is necessary to filter out people who are not serious.
- syspec 4y ago
  >Try calling Twitter: "I'm doing due diligence on you guys, could you open your books to me"? > They'll laugh at you and hung up. Sure, but we're not the richest person on the planet, Elon Musk
- stinky613 4y ago
  Musk waived his right to exercise internal due diligence https://arstechnica.com/tech-policy/2022/05/twitter-board-tells-elon-musk-we-will-not-alter-the-deal/ https://arstechnica.com/tech-policy/2022/05/twitter-board-te... https://www.bloomberg.com/opinion/articles/2022-05-17/elon-musk-does-not-care-about-spam-bots https://www.bloomberg.com/opinion/articles/2022-05-17/elon-m...
  - JamesSwift 4y ago
    He didnt "waive" it as far as I know. The agreement explicitly says that at the time of the SEC filing, the due diligence has been completed to the satisfaction of Musk. Now, this might mean he just didn't ask for any information, so that could technically mean he waived it. See my other comment about section 5.11.
- rurp 4y ago
  Sounds like Elon shouldn't have explicitly refused the opportunity for due diligence then.
- JamesSwift 4y ago
  The SEC filing (https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...) very explicitly says that Musk has _already had the opportunity to ask for clarifying information_ and that Musk _is already happy with the results of those discussions_. It explicitly explains that the only thing that Musk considers material is included in this document already, and that anything outside of this document should not be considered when evaluating the agreement. Section 5.11 (note that "Parent" / "Acquisition Sub" refers to Musk and "Company" refers to Twitter): > Each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and its Subsidiaries. In making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Acquisition Sub has relied solely on the results of its own independent review and analysis and the covenants, representations and warranties of the Company contained in this Agreement. Parent and Acquisition Sub hereby acknowledge that, notwithstanding anything contained in this Agreement to the contrary, (i) neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, in each case, other than those expressly given solely by the Company in Article IV; and (ii) neither Parent nor Acquisition Sub is relying on any express or implied representation or warranty, or the accuracy or the completeness of the representations and warranties set forth in Article IV, with respect to the Company or any of its Subsidiaries or their respective business or operations, in each case, other than those expressly given solely by the Company in Article IV.
rasz 4y ago
> Twitter’s assertions about bots are in SEC filings now assume twitter lied in those filings
- jonny_eh 4y ago
  There's no evidence they lied. Why should we assume it, because Musk wants to back-out on his offer?
  - eric_cc 4y ago
    > There's no evidence they lied. Why should we assume it, because Musk wants to back-out on his offer? Why should we trust that they are being honest?
    - ForHackernews 4y ago
      > SEC filings and they are a publicly traded company. If there is a cause of action, it already exists
    - TheCoelacanth 4y ago
      Because if you want to back out of a contract on the basis that someone lied, you need actual evidence that they lied, not just a lack of evidence that they were honest.
  - kcplate 4y ago
    What is known—as an organization Twitter hasn’t always been forthright with the public regarding their practices (shadow banning, uneven application of rules regarding account suspensions). In some cases these may have been bad actors within the organization acting outside of the management’s knowledge, or even tuned algorithms towards certain topic preferences that have a more aggressive effect—but when discovered, the company does tends to deny and then quietly work to rectify the problem internally. So did they lie about the bots? Who knows? Do they always tell the truth? Well, I think you could reasonably argue not quite.
- countrpt 4y ago
AmazingTed 4y ago
> and has nothing to do with Musk’s bid. The bid gave Musk access to inside information. > the time for due diligence is before, not after, one signs the merger agreement. I bought a house. The due diligence period to inspect the house, get a survey, etc. was after we entered into the contract and before closing.
- zrail 4y ago
  That's a right granted by your contract that expires after a certain amount of time with no objections. The merger agreement would have incorporated such a right but Musk waived it (iirc, based on Matt Levine's summaries).
- rurp 4y ago
  Did you explicitly waive your right to standard due diligence in the contract you signed? Elon did.
- cloudsec9 4y ago
  > I bought a house. The due diligence period to inspect the house, get a survey, etc. was after we entered into the contract and before closing. I know with the crazy housing markets, this might not be something anymore, but in times past you would enter into a CONDITIONAL contract and set the price, with the stipulation that the inspection has to be satisfactory to remove the conditions. Otherwise, after you signed your contract, the house is yours, and the survey just tells you what you are obligated to fix. Also, Business deals usually allow parties to enter into things like NDAs for due diligence, as well as signing things like Memos of Agreement to get a roughed out deal, pending a thorough due diligence. I believe he's past (or waived) the due diligence. I'm sure there is a back-out clause, but that has $$$ attached and he's trying to wiggle out without paying, is what it seems like.
- JamesSwift 4y ago
  > The due diligence period to inspect the house, get a survey, etc. was after we entered into the contract and before closing. Right, because thats what you included in your offer contract. Now, imagine that you didn't have anything in your offer about contingent on inspection. Do you think you would have standing to back out of the deal?

encoderer 4y ago

Citation that they are only using 100 accounts? Elon said it, but is there a cite? Twitter CEO said they use “thousands” selected randomly and reviewed by multiple humans.

graeme 4y ago

Twitter didn’t claim less than 5% of all accounts or all activity are bots. Right off the bat you’ve got the metric wrong. It refers to 5% of monthly active users who are shown adds.

daenz 4y ago
>It refers to 5% of monthly active users who are shown ads. This may come across as pedantic, but I'm genuinely asking: can a bot be "shown" ads? If a bot never loads the js or html that serves the ad, was it "shown" ?
- Supermancho 4y ago
  "Shown" is a placeholder for "recorded as shown". This is technically some async call to a metrics endpoint. There may be correlation in a processing pipeline with other metrics/pageviews but that's not something that can be assumed. Ultimately, however they measure ads shown, they have some process to determine what they believe to be bot ad views. We can only discuss at that level without more information.
- speakfreely 4y ago
  Depends if the bot is using full browser emulation or not. If they're using Puppeteer or something to drive a headless browser, it seems likely the ad would be recorded as "shown". If they're just making requests to specific endpoints sufficient to avoid Twitter's bot countermeasures, then it's likely not registering as an ad impression.

takeda 4y ago

It's a silly argument though. If twitter knew all bots, they could easily remove them all. Because that isn't as easy, what they have is just an estimate. And what makes Elon estimate any better than twitter's? Elon figured out that he can make money by manipulating the market via twitter posts. An ability to control the platform would allow to have even more impact and it would be harder to prove that he had anything to do with it. The purchase backfired his stock tanked (not just because of the purchase but other actions he did recently, he put me off and I was a huge fanboy before) so he is looking for excuse to get out.

eloff 4y ago
It's one thing to estimate bots from a manually inspected sample. It's another entirely to detect all bots across all accounts.
- takeda 4y ago
  Even when doing it by hand it might not be easy. Also from personal experience I think whatever they are doing also has a lot of false positive. I managed to not have a twitter account for so many years, but created one as I wanted to post a response. I think it might worked once, now whenever I post something it just refuses (forgot exact message but essentially something that my post looks suspicious). I don't think I will be going back. That makes me believe they might be also losing many real users.

belter 4y ago

"Bots in the Twittersphere" (2018): https://www.pewresearch.org/internet/2018/04/09/bots-in-the-twittersphere/ https://www.pewresearch.org/internet/2018/04/09/bots-in-the-... "An estimated two-thirds of tweeted links to popular websites are posted by automated accounts – not human beings' Complete Report PDF (2018): https://www.pewresearch.org/internet/wp-content/uploads/sites/9/2018/04/PI_2018.04.09_Twitter-Bots_FINAL.pdf https://www.pewresearch.org/internet/wp-content/uploads/site... "Botometer": https://botometer.osome.iu.edu/ https://botometer.osome.iu.edu/ "Botometer (formerly BotOrNot) checks the activity of a Twitter account and gives it a score. Higher scores mean more bot-like activity." "19.42% of active Twitter accounts are fake or spam:" https://whatsnewinpublishing.com/19-42-of-active-twitter-accounts-are-fake-or-spam-analysis/ https://whatsnewinpublishing.com/19-42-of-active-twitter-acc...

belter 4y ago

Is that very different from companies like Google or other online like syndication consortium, selling ads and avoiding the discussion on how many users block ads? Among the demographic 16 and 24 years old, 46% of users worldwide admit to using ad blockers. I would be curious to see if this statistic and these reports make it back to people paying for online ads.

mikkergp 4y ago

Is there a difference between Legit Bots, i.e. that post some kind of useful information similar to an rss feed, and illegit bots, i.e. that exist solely to upvote other peoples content or inflate follower counts?

dragonwriter 4y ago

> Representing bot activity as less than 5% but using a sample size of 100, when you are claiming millions of active accounts, can't easily be seen as honest The margin of error of a sample of a given size does not depend on the size of the universe from which the same is drawn; a sample size of 100 gives a too big of an MoE to support a claim of “less than 5%” at typically acceptable levels of confidence, but the size of the universe of accounts is irrelevant to it.

dllthomas 4y ago
> is irrelevant to it ... for plausibly relevant company sizes. It doesn't matter if your universe is large vs very large vs enormous. It does matter if the size of your universe is close to the size of your sample.