6 ms·

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

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?

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?