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> 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 merg

> 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?
Johnny555 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. And many people, just like Musk, waive their right to terminate the contract due to inspections, loan approval, etc. For the same reason that he did - it gives the seller less reason to reject your offer.
- AmazingTed 4y ago
  Yeah, it's not fair to suggest this was 73-page contract was an as-is agreement with no warranties express or implied: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... There are two whole sections from Section 4.1 through Section 5.11, comprising 16 pages of representations and warranties, which incorporate a wide swath of statements (including public disclosures to shareholders), not to mention two pages of conditions, etc. including specifically: > Section 5.5 Information Supplied. None of the information supplied or required to be supplied by or on behalf of Parent or any of its Representatives expressly for inclusion or incorporation by reference in the Proxy Statement shall, at the time it is first mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting to be held in connection with the Merger, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. It says right there ~"if Twitter has been lying to its shareholders I can void the contract."
  - Johnny555 4y ago
    It says right there ~"if Twitter has been lying to its shareholders I can void the contract." If Twitter has been lying to its shareholders, then senior leadership is already in trouble and may be going to jail, but there's no evidence of that.
    - AmazingTed 4y ago
      True, Musk's lawyers haven't accused Twitter of lying. They've said Twitter is withholding information that Musk is entitled to (I had to go read the letter). And yeah, the contract gives him very broad rights: > Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) ... furnish promptly ... all information concerning the business ... as may reasonably be requested ... for any reasonable business purpose related to the consummation of the transaction... I think it makes perfect sense that any financier will ask "How many users does Twitter have?" And that entitles him to this information.
anotherman554 4y ago
I waived inspection when I bought a house.
- falcolas 4y ago
  If home inspections on TikTok have shown me anything, it's to never do this. Too much potential reward (savings on the fixes, rights of refusal) for such a small outlay (a couple of hundred dollars).
  - snowwrestler 4y ago
    It’s not to save the inspection fee, it’s to win a bidding war on the house. Given two bids at the same price, sellers will accept the bid with fewer contingencies. This is also why people offered all cash for a house even when mortgages were cheap (avoids the financing contingency).
    - falcolas 4y ago
      Not worth it. Spending $200k (I know, I'm a good decade out of date on my house prices) on a house and then having to spend another $200k to make it habitable is a losing game. Perhaps it's different if you're acting like an angel investor in housing, but for an average family, it's financial Russian Roulette.
      - anotherman554 4y ago
        We're getting off topic, but I have two points about waiving inspection: 1) In my state there's a mandatory seller disclosure. If the seller knew about a problem with the house and didn't disclose it on the seller disclosure you can sue them if you can prove they new about the defect and intentionally didn't disclose it, so there's at least that. 2) Home inspectors don't take legal responsibility if the inspection misses something important, they only offer to, at most, give you your money back on the inspection. So you have to be optimistic that the inspector has a clue what they are doing and can catch future problems when you rely on an inspection. Buying a home while waiving inspection might be Russian Roulette, but I bet the odds are less than 16.7% that waiving inspection will financially kill you.

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?

Johnny555 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. And many people, just like Musk, waive their right to terminate the contract due to inspections, loan approval, etc. For the same reason that he did - it gives the seller less reason to reject your offer.

AmazingTed 4y ago
Yeah, it's not fair to suggest this was 73-page contract was an as-is agreement with no warranties express or implied: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... There are two whole sections from Section 4.1 through Section 5.11, comprising 16 pages of representations and warranties, which incorporate a wide swath of statements (including public disclosures to shareholders), not to mention two pages of conditions, etc. including specifically: > Section 5.5 Information Supplied. None of the information supplied or required to be supplied by or on behalf of Parent or any of its Representatives expressly for inclusion or incorporation by reference in the Proxy Statement shall, at the time it is first mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting to be held in connection with the Merger, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. It says right there ~"if Twitter has been lying to its shareholders I can void the contract."
- Johnny555 4y ago
  It says right there ~"if Twitter has been lying to its shareholders I can void the contract." If Twitter has been lying to its shareholders, then senior leadership is already in trouble and may be going to jail, but there's no evidence of that.
  - AmazingTed 4y ago
    True, Musk's lawyers haven't accused Twitter of lying. They've said Twitter is withholding information that Musk is entitled to (I had to go read the letter). And yeah, the contract gives him very broad rights: > Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) ... furnish promptly ... all information concerning the business ... as may reasonably be requested ... for any reasonable business purpose related to the consummation of the transaction... I think it makes perfect sense that any financier will ask "How many users does Twitter have?" And that entitles him to this information.

anotherman554 4y ago

I waived inspection when I bought a house.

falcolas 4y ago
If home inspections on TikTok have shown me anything, it's to never do this. Too much potential reward (savings on the fixes, rights of refusal) for such a small outlay (a couple of hundred dollars).
- snowwrestler 4y ago
  It’s not to save the inspection fee, it’s to win a bidding war on the house. Given two bids at the same price, sellers will accept the bid with fewer contingencies. This is also why people offered all cash for a house even when mortgages were cheap (avoids the financing contingency).
  - falcolas 4y ago
    Not worth it. Spending $200k (I know, I'm a good decade out of date on my house prices) on a house and then having to spend another $200k to make it habitable is a losing game. Perhaps it's different if you're acting like an angel investor in housing, but for an average family, it's financial Russian Roulette.
    - anotherman554 4y ago
      We're getting off topic, but I have two points about waiving inspection: 1) In my state there's a mandatory seller disclosure. If the seller knew about a problem with the house and didn't disclose it on the seller disclosure you can sue them if you can prove they new about the defect and intentionally didn't disclose it, so there's at least that. 2) Home inspectors don't take legal responsibility if the inspection misses something important, they only offer to, at most, give you your money back on the inspection. So you have to be optimistic that the inspector has a clue what they are doing and can catch future problems when you rely on an inspection. Buying a home while waiving inspection might be Russian Roulette, but I bet the odds are less than 16.7% that waiving inspection will financially kill you.