3 ms·

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/1

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.
  - kcplate 4y ago
    It’s a clever approach by Musk. How do I prove I am not withholding information? Not sure I can to the satisfaction of the person accusing me of it. Twitter doesn’t know what it doesn’t know. It’s dropping a bot estimate that may or may not have shaky foundations. It knows it’s bot “estimate” could be low, perhaps significantly so. It knows that every point over their best estimate fuels Musk’s fears and ultimately becomes a PR and potential legal disaster. They will have internal employee pressures to make Musk go away. They will have political pressures to make Musk go away. The shareholders want the offer, but Twitter hasn’t really gave a shit about them before.
JamesSwift 4y ago
> It says right there ~"if Twitter has been lying to its shareholders I can void the contract." The thing you quote very specifically only applies to the Proxy Statement provided to shareholders as part of the process of this specific deal. It has nothing to do with previous communications and "if youve ever lied about anything then the contract is void".
- JamesSwift 4y ago
  EDIT: even better, Parent/Acquisition Sub refers to Musk's side. So this clause is basically saying Musk won't mislead shareholders to convince them to agree to a deal.
- JamesSwift 4y ago
  EDIT 2 because its super frustrating that theres an entire contract with the specific language in it that people argue past: > it's not fair to suggest this was 73-page contract was an as-is agreement with no warranties express or implied Article IV is what binds Twitter (Article V is what binds Musk). It very explicitly says this is as-is with no warranties express or implied. Section 4.25: > Section 4.25 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article IV, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company or any of its Subsidiaries or their respective business, operations, assets, liabilities, conditions (financial or otherwise), notwithstanding the delivery or disclosure to Parent and the Acquisition Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Acquisition Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate or budget relating to the Company, any of its Subsidiaries or their respective businesses or, (b) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent, Acquisition Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Merger, or the accuracy or completeness thereof.

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.
- kcplate 4y ago
  It’s a clever approach by Musk. How do I prove I am not withholding information? Not sure I can to the satisfaction of the person accusing me of it. Twitter doesn’t know what it doesn’t know. It’s dropping a bot estimate that may or may not have shaky foundations. It knows it’s bot “estimate” could be low, perhaps significantly so. It knows that every point over their best estimate fuels Musk’s fears and ultimately becomes a PR and potential legal disaster. They will have internal employee pressures to make Musk go away. They will have political pressures to make Musk go away. The shareholders want the offer, but Twitter hasn’t really gave a shit about them before.

JamesSwift 4y ago

> It says right there ~"if Twitter has been lying to its shareholders I can void the contract." The thing you quote very specifically only applies to the Proxy Statement provided to shareholders as part of the process of this specific deal. It has nothing to do with previous communications and "if youve ever lied about anything then the contract is void".

JamesSwift 4y ago
EDIT: even better, Parent/Acquisition Sub refers to Musk's side. So this clause is basically saying Musk won't mislead shareholders to convince them to agree to a deal.
JamesSwift 4y ago
EDIT 2 because its super frustrating that theres an entire contract with the specific language in it that people argue past: > it's not fair to suggest this was 73-page contract was an as-is agreement with no warranties express or implied Article IV is what binds Twitter (Article V is what binds Musk). It very explicitly says this is as-is with no warranties express or implied. Section 4.25: > Section 4.25 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article IV, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company or any of its Subsidiaries or their respective business, operations, assets, liabilities, conditions (financial or otherwise), notwithstanding the delivery or disclosure to Parent and the Acquisition Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Acquisition Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate or budget relating to the Company, any of its Subsidiaries or their respective businesses or, (b) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent, Acquisition Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Merger, or the accuracy or completeness thereof.