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They write > Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to

by tazjin 4y ago

They write > Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction. Is the merger agreement public?

jcranmer 4y ago
First result on Google cropped up this: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...
- rahimnathwani 4y ago
  Section 6.4
  - floxy 4y ago
    >Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access (at Parent’s sole cost and expense), in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable written notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party, or (iii) jeopardize any attorney-client or other legal privilege. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Each of Parent and Acquisition Sub agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4 and, notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. Prior to any disclosure, the Company and Parent shall enter into a customary confidentiality agreement with respect to any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement).
  - deleted 4y ago
    [deleted]
  - AlphaSite 4y ago
    I suspect Musk violated these terms himself: > Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4 and, notwithstanding anything to the contrary herein When he made a public m spectacle of the requests for users, etc and publicised data.
  - rvz 4y ago
    So the fraudsters at Twitter knew, and Twitter is in fact a spam bot utopia, hence why they didn't want to provide all the data that Musk requested. Either way, I am laughing at all of them. (Yes. Elon also played the fraudster role as well)
    - ImPostingOnHN 4y ago
      after he complained about his access to their API, they additionally provided him with access to their Firehose, which is essentially a stream of all their data what did musk's filing say about that? any complaints?
    - csours 4y ago
      Yes they knew, and they've been saying so for ages. They disclose it in their SEC reports. It doesn't matter. What matters is that Elon has a bad time when he goes on Twitter because he is bombarded by bots and spam. If there were only 3 bots on Twitter, they would all be bombarding Elon. If there were no bots on Twitter, he would still be bombarded by spam. I guess you can't really use "I'm tired of my personal experience being terrible on Twitter" to raise money to buy Twitter, or to keep your fanboys engaged, or whatever Elon is thinking. Personally, I think "I'm tired of my personal experience being terrible on Twitter" would have been a very honest way for him to approach the whole matter. I also think that it is very natural for people to feel a threat or emotion or anger and then pin that on an external actor or actors, when it's something that they feel inside themselves.
      - kevinmchugh 4y ago
        It seems to me that he could've, as a board member, said loudly (and publicly!) that the experience for high-follower, highly active accounts sucks, and they would've had to listen
        csours 4y ago
        Yea, I really don't understand. I think maybe you have to be a billionaire to get it.
- at-fates-hands 4y ago
  This is probably the document more people will be interested in. It outlines the fraud allegations: https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htm https://www.sec.gov/Archives/edgar/data/1418091/000110465922...
tptacek 4y ago
This argument is a sleight of hand. Nobody has claimed that Musk waived his right to information from Twitter. What he waived was his right to diligence, which is the right to information along with the discretionary right to terminate the deal based on it. What he waived was the ability to do anything with the information absent an (impossible to obtain) MAE discovery. The obvious legalese thing to do in Musk's buyers-remorse situation is to use the information rights to make demands so unreasonable no acquiree can reasonably honor them, which is exactly what he seems to have done here.
- aeternum 4y ago
  Instead of all this interpretation you're posting, why don't you post the actual language of the deal so people can decide for themselves?
  - deleted 4y ago
    [deleted]
  - stale2002 4y ago
    Why don't you go do it yourself? Someone else gave their opinion. If you disagree, then say why. If you want that evidence, then go get it yourself.
  - deelowe 4y ago
    > The obvious legalese thing to do in Musk's buyers-remorse situation is to use the information rights to make demands so unreasonable no acquiree can reasonably honor them, which is exactly what he seems to have done here. They posted an opinion, not interpretation... The part before the opinion as simply for context.
  - zrobotics 4y ago
    Perhaps, the actual language of the deal is written in legalese and providing a clear interpretation is valuable? I've certainly been in meetings with lawyers that my company specifically engaged for their ability to provide an interpretation of a contract in clear language. Now, nobody paid the GP to provide that interpretation, but it seems silly to pretend that it's invalid to speculate on the interpretation of a contract when there is an entire profession specialized in the minutia of similar activity.
riazrizvi 4y ago
He was specifically looking for > 1. Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. > 2. Information related to Twitter’s process for identifying and suspending spam and fake accounts. His principle activity is influencing. The main sticking point of the proposed merger is information on how Twitter polices fake accounts. Nothing suspicious about this at all. Reminds me of the time a wolf was interested in buying my farm, and mainly wanted to know when my dog was chained up and how long the chain was exactly.
- ImPostingOnHN 4y ago
  From what I understand, the sticking point is the total bot count, and since ElMu can't produce a trustworthy/reliable bot count which differs from Twitter's (meaning, he can't defend his claims), he appears to be switching to attack, trying to get data on how Twitter produces their counts, even though he can't convincingly articulate any issues with either it or the result.
  - namdnay 4y ago
    The sticking point is that he put an offer in when the company was worth twice what it is today, so now he’ll try anything to wriggle out of his commitment
JamesSwift 4y ago
Yes its public, just as this letter is. Notice that they dont refer to any specific section of the agreement in this portion of the statement, unlike the other references they make to the agreement.
JumpCrisscross 4y ago
> Is the merger agreement public? Yes [1]. [1] https://www.sec.gov/Archives/edgar/data/0001418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/0001418091/000119312...

by tazjin 4y ago

jcranmer 4y ago

First result on Google cropped up this: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...

rahimnathwani 4y ago
Section 6.4
- floxy 4y ago
  >Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access (at Parent’s sole cost and expense), in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable written notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party, or (iii) jeopardize any attorney-client or other legal privilege. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Each of Parent and Acquisition Sub agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4 and, notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. Prior to any disclosure, the Company and Parent shall enter into a customary confidentiality agreement with respect to any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement).
- deleted 4y ago
  [deleted]
- AlphaSite 4y ago
  I suspect Musk violated these terms himself: > Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4 and, notwithstanding anything to the contrary herein When he made a public m spectacle of the requests for users, etc and publicised data.
- rvz 4y ago
  So the fraudsters at Twitter knew, and Twitter is in fact a spam bot utopia, hence why they didn't want to provide all the data that Musk requested. Either way, I am laughing at all of them. (Yes. Elon also played the fraudster role as well)
  - ImPostingOnHN 4y ago
    after he complained about his access to their API, they additionally provided him with access to their Firehose, which is essentially a stream of all their data what did musk's filing say about that? any complaints?
  - csours 4y ago
    Yes they knew, and they've been saying so for ages. They disclose it in their SEC reports. It doesn't matter. What matters is that Elon has a bad time when he goes on Twitter because he is bombarded by bots and spam. If there were only 3 bots on Twitter, they would all be bombarding Elon. If there were no bots on Twitter, he would still be bombarded by spam. I guess you can't really use "I'm tired of my personal experience being terrible on Twitter" to raise money to buy Twitter, or to keep your fanboys engaged, or whatever Elon is thinking. Personally, I think "I'm tired of my personal experience being terrible on Twitter" would have been a very honest way for him to approach the whole matter. I also think that it is very natural for people to feel a threat or emotion or anger and then pin that on an external actor or actors, when it's something that they feel inside themselves.
    - kevinmchugh 4y ago
      It seems to me that he could've, as a board member, said loudly (and publicly!) that the experience for high-follower, highly active accounts sucks, and they would've had to listen
      - csours 4y ago
        Yea, I really don't understand. I think maybe you have to be a billionaire to get it.
at-fates-hands 4y ago
This is probably the document more people will be interested in. It outlines the fraud allegations: https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htm https://www.sec.gov/Archives/edgar/data/1418091/000110465922...

tptacek 4y ago

This argument is a sleight of hand. Nobody has claimed that Musk waived his right to information from Twitter. What he waived was his right to diligence, which is the right to information along with the discretionary right to terminate the deal based on it. What he waived was the ability to do anything with the information absent an (impossible to obtain) MAE discovery. The obvious legalese thing to do in Musk's buyers-remorse situation is to use the information rights to make demands so unreasonable no acquiree can reasonably honor them, which is exactly what he seems to have done here.

aeternum 4y ago
Instead of all this interpretation you're posting, why don't you post the actual language of the deal so people can decide for themselves?
- deleted 4y ago
  [deleted]
- stale2002 4y ago
  Why don't you go do it yourself? Someone else gave their opinion. If you disagree, then say why. If you want that evidence, then go get it yourself.
- deelowe 4y ago
  > The obvious legalese thing to do in Musk's buyers-remorse situation is to use the information rights to make demands so unreasonable no acquiree can reasonably honor them, which is exactly what he seems to have done here. They posted an opinion, not interpretation... The part before the opinion as simply for context.
- zrobotics 4y ago
  Perhaps, the actual language of the deal is written in legalese and providing a clear interpretation is valuable? I've certainly been in meetings with lawyers that my company specifically engaged for their ability to provide an interpretation of a contract in clear language. Now, nobody paid the GP to provide that interpretation, but it seems silly to pretend that it's invalid to speculate on the interpretation of a contract when there is an entire profession specialized in the minutia of similar activity.

riazrizvi 4y ago

He was specifically looking for > 1. Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. > 2. Information related to Twitter’s process for identifying and suspending spam and fake accounts. His principle activity is influencing. The main sticking point of the proposed merger is information on how Twitter polices fake accounts. Nothing suspicious about this at all. Reminds me of the time a wolf was interested in buying my farm, and mainly wanted to know when my dog was chained up and how long the chain was exactly.

ImPostingOnHN 4y ago
From what I understand, the sticking point is the total bot count, and since ElMu can't produce a trustworthy/reliable bot count which differs from Twitter's (meaning, he can't defend his claims), he appears to be switching to attack, trying to get data on how Twitter produces their counts, even though he can't convincingly articulate any issues with either it or the result.
- namdnay 4y ago
  The sticking point is that he put an offer in when the company was worth twice what it is today, so now he’ll try anything to wriggle out of his commitment

JamesSwift 4y ago

Yes its public, just as this letter is. Notice that they dont refer to any specific section of the agreement in this portion of the statement, unlike the other references they make to the agreement.

JumpCrisscross 4y ago

> Is the merger agreement public? Yes [1]. [1] https://www.sec.gov/Archives/edgar/data/0001418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/0001418091/000119312...