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They’re not claiming a lack of sue diligence, they’re claiming fraud. Which is different. They’re saying they’re lying about the numbers. Which would be fraud.

throwaway29812 4y ago
Of which they have 0 proof of. In fact, Twitter gave them the access they asked for last month.
delaaxe 4y ago
They who and they who?
zimpenfish 4y ago
> They’re saying they’re lying about the numbers. Which would be fraud. But they've been sending the SEC these same numbers calculated using the same methodology since 2013, right? If they were materially adverse circumstances, you'd imagine that someone would have caught this in the last 9 years...
- teej 4y ago
  This flavor of “fraud” is something I’d expect an activist investor or short-seller to address, not the SEC.
  - dragonwriter 4y ago
    The SEC isn't being asked to address anything, it's being informed that Musk is moving to drop the merger which was something SEC had to be informed about the same way that it had to be informed of the merger plans, as I understand it.
  - rocqua 4y ago
    This is now going to a Delaware court, not the SEC. The filing here is just a notification to shareholders.
- camjohnson26 4y ago
  Also, Musk routinely knowingly confuses DAUs and normal users. Twitter claims 5% of daily active users are bots, but Musk complains about how many of his followers are bots, when clearly many of those wouldn’t be DAUs. Twitter’s CEO has addressed this. Musk responded with a poop emoji: https://twitter.com/paraga/status/1526237578843672576?s=20&t=1T-9fES7M7PwOFs3kJJdrg https://twitter.com/paraga/status/1526237578843672576?s=20&t...
  - woevdbz 4y ago
    Not only that, but monetizable DAUs, which is basically an advertising metric consisting primarily of folks whose only actions on a given day might just be "checking my feed, liking a couple posts", and from which fake users are likely already removed without there being a strong reason to shut down their accounts. Whatever ad impressions those users get don't get billed to advertisers, and there's no strong motive to shutting them down if they haven't published anything contravening Twitter's policies...
  - deleted 4y ago
    [deleted]
  - la64710 4y ago
    Which only shows Musk is shit himself,
  - raydev 4y ago
    > Twitter claims 5% of daily active users are bots You also left out an important piece: 5% of their *monetizable* DAU. Not just DAU. But you're right, Elon's been convincing the public that Twitter has made claims they never actually made.
  - rkagerer 4y ago
    I can't get to the end of that thread without the Signup nag taking over the whole window and obliterating the content. Tried half a dozen times. Finally got there via an Incognito window (though still don't see Musk's response). So Twitter tagged my device with a cookie specifically meant to keep me from viewing users' content. How's that support their mission statement, "To give everyone the power to create and share ideas and information instantly, without barriers"? It's not in my interest, or that of their users. The only benefit is to their bottom line, and I'd argue tactics like that do more long term damage than good. Certainly doesn't make me want to sign up or log in. Go choke on Elon's <shit emoji>, Twitter. /rant
- rocqua 4y ago
  They have said, our bes guess is 5%, but the accuracy is limited by these factors, and we make very little promises that it is correct. Besides, Musk has been complaining about bots for a long time, and has made it clear he doesn't believe the 5% number way before the acquisition. If the 5% number was a sticking point for him, he could have demanded due diligence. He did not demand that, thereby waiving his rights.
timmytokyo 4y ago
They'd have to prove it in court. Good luck with that.
- electic 4y ago
  It is quite easy to prove twitter is mostly full of bots. You do not even need a firehose to come to that conclusion.
  - Johnny555 4y ago
    If you have proof that twitter is > 50% bots, you should give that evidence to Musk. Or, give it to an attorney that's eager to see Twitter's board go to jail for putting false data in SEC filings.
    - camjohnson26 4y ago
      Even if 50% are bots it doesn’t matter. Twitter’s claims are around mDAUs, not accounts.
  - not2b 4y ago
    Right, but Twitter's method of counting the number of daily active users, meaning the number who are seeing ads, which is what the SEC report refers to, was allegedly designed to exclude most bots. Perhaps it's wrong, but they never said 5% of accounts are bots (far more are).
    - dredds 4y ago
      Twitter's SEC filing: "In making this [mDAU] determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated." Neither side said bots, but bots _should_ be a subset of "false or spam" accounts. They basically used "our judgement" and give themselves complete discretion. And 5% is a nice round number plucked from nowhere which sounds awesome! Providing proof of that to a Banker or Backer (or Elon or a future Jury) isn't therefore possible or intended. It's marketing spin in an SEC filing.
xadhominemx 4y ago
Fraud is not enough. It has to be fraud bad enough to cause a materially adverse effect, which means it would have to seriously impair the value of the business.
- deleted 4y ago
  [deleted]
- tptacek 4y ago
  Which is why it's not fraud --- Delaware has effectively never finds MAEs. The premise of him walking away is his (utterly specious, but perhaps practically effective) claim that Twitter breached the acquisition contract by refusing to live up to its information covenants.
dragonwriter 4y ago
There aren't claiming fraud, there are claiming breach of contract. Including, among other things, by failing to maintain operations in the regular course of business because of, I kid you not, allowing some senior officials to resign. (It's true some of the many other things that are claimed to be breaches relate to alleged failure to fulfill obligations to provide information that Musk supposedly wanted to determine if other claims that has been made were fraudulent, but that's different than alleging fraud.)
- that_guy_iain 4y ago
  It says in the first paragraph about making misleading representations. That is lawyer talk for lying. Lying in this context is fraud. Secondly, the ceo was firing aka asking for resignations from key people, no? That is not maintaining the business, that seems like sabotage.
  - tptacek 4y ago
    Lawyer-talk for fraud is "fraud".
    - that_guy_iain 4y ago
      Not sure what your point is. I said misrepresentations is lawyer talk for lying…
      - dragonwriter 4y ago
        And “appears to have” is lawyer talk for “we don't know that this occurred and can't prove it and absolutely want to make clear that we will not be accountable for claiming it actually happened.”
        that_guy_iain 4y ago
        It's lawyer talk for "We think it happened but we want wriggle room"
WhyNotHugo 4y ago
If he's claiming fraud, doesn't he have to prove it?
dkjaudyeqooe 4y ago
Which is nonsense, since the numbers in question are not verifiable. How can you identify a "spam account"? It's not possible to definitively determine the intent of someone opening or using a new account. So the numbers are arguable either way. Musk is using this fact to try to wriggle out of a disastrous impulse buy.
- smaryjerry 4y ago
  It’s not that subjective anyone using twitter still sees spam accounts promoting a website, business, product, or scam on every post. Twitter just said they remove 1M spam accounts each day. Their mDAU is claimed to be around 200M. This means they are deleting around half a percent of their users every single day. That seems like a lot to be identifying to me, but doesn't really determine if they are deleting enough or not but does show me that being higher than 5% is very possible when you have to delete that many accounts every 10 days.
  - freemint 4y ago
    Why do you think Twitter list accounts it knows to be bots as mDAU? Those are very different categories.
    - smaryjerry 4y ago
      I’m not saying they are. I’m saying that they are banning enough bots to make up 5 percent every 10 days. With that amount of bots being banned, the possibility of that amount also being missed from being banned is substantial.

throwaway29812 4y ago

Of which they have 0 proof of. In fact, Twitter gave them the access they asked for last month.

delaaxe 4y ago

They who and they who?

zimpenfish 4y ago

> They’re saying they’re lying about the numbers. Which would be fraud. But they've been sending the SEC these same numbers calculated using the same methodology since 2013, right? If they were materially adverse circumstances, you'd imagine that someone would have caught this in the last 9 years...

teej 4y ago
This flavor of “fraud” is something I’d expect an activist investor or short-seller to address, not the SEC.
- dragonwriter 4y ago
  The SEC isn't being asked to address anything, it's being informed that Musk is moving to drop the merger which was something SEC had to be informed about the same way that it had to be informed of the merger plans, as I understand it.
- rocqua 4y ago
  This is now going to a Delaware court, not the SEC. The filing here is just a notification to shareholders.
camjohnson26 4y ago
Also, Musk routinely knowingly confuses DAUs and normal users. Twitter claims 5% of daily active users are bots, but Musk complains about how many of his followers are bots, when clearly many of those wouldn’t be DAUs. Twitter’s CEO has addressed this. Musk responded with a poop emoji: https://twitter.com/paraga/status/1526237578843672576?s=20&t=1T-9fES7M7PwOFs3kJJdrg https://twitter.com/paraga/status/1526237578843672576?s=20&t...
- woevdbz 4y ago
  Not only that, but monetizable DAUs, which is basically an advertising metric consisting primarily of folks whose only actions on a given day might just be "checking my feed, liking a couple posts", and from which fake users are likely already removed without there being a strong reason to shut down their accounts. Whatever ad impressions those users get don't get billed to advertisers, and there's no strong motive to shutting them down if they haven't published anything contravening Twitter's policies...
- deleted 4y ago
  [deleted]
- la64710 4y ago
  Which only shows Musk is shit himself,
- raydev 4y ago
  > Twitter claims 5% of daily active users are bots You also left out an important piece: 5% of their *monetizable* DAU. Not just DAU. But you're right, Elon's been convincing the public that Twitter has made claims they never actually made.
- rkagerer 4y ago
  I can't get to the end of that thread without the Signup nag taking over the whole window and obliterating the content. Tried half a dozen times. Finally got there via an Incognito window (though still don't see Musk's response). So Twitter tagged my device with a cookie specifically meant to keep me from viewing users' content. How's that support their mission statement, "To give everyone the power to create and share ideas and information instantly, without barriers"? It's not in my interest, or that of their users. The only benefit is to their bottom line, and I'd argue tactics like that do more long term damage than good. Certainly doesn't make me want to sign up or log in. Go choke on Elon's <shit emoji>, Twitter. /rant
rocqua 4y ago
They have said, our bes guess is 5%, but the accuracy is limited by these factors, and we make very little promises that it is correct. Besides, Musk has been complaining about bots for a long time, and has made it clear he doesn't believe the 5% number way before the acquisition. If the 5% number was a sticking point for him, he could have demanded due diligence. He did not demand that, thereby waiving his rights.

timmytokyo 4y ago

They'd have to prove it in court. Good luck with that.

electic 4y ago
It is quite easy to prove twitter is mostly full of bots. You do not even need a firehose to come to that conclusion.
- Johnny555 4y ago
  If you have proof that twitter is > 50% bots, you should give that evidence to Musk. Or, give it to an attorney that's eager to see Twitter's board go to jail for putting false data in SEC filings.
  - camjohnson26 4y ago
    Even if 50% are bots it doesn’t matter. Twitter’s claims are around mDAUs, not accounts.
- not2b 4y ago
  Right, but Twitter's method of counting the number of daily active users, meaning the number who are seeing ads, which is what the SEC report refers to, was allegedly designed to exclude most bots. Perhaps it's wrong, but they never said 5% of accounts are bots (far more are).
  - dredds 4y ago
    Twitter's SEC filing: "In making this [mDAU] determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated." Neither side said bots, but bots _should_ be a subset of "false or spam" accounts. They basically used "our judgement" and give themselves complete discretion. And 5% is a nice round number plucked from nowhere which sounds awesome! Providing proof of that to a Banker or Backer (or Elon or a future Jury) isn't therefore possible or intended. It's marketing spin in an SEC filing.

xadhominemx 4y ago

Fraud is not enough. It has to be fraud bad enough to cause a materially adverse effect, which means it would have to seriously impair the value of the business.

deleted 4y ago
[deleted]
tptacek 4y ago
Which is why it's not fraud --- Delaware has effectively never finds MAEs. The premise of him walking away is his (utterly specious, but perhaps practically effective) claim that Twitter breached the acquisition contract by refusing to live up to its information covenants.

dragonwriter 4y ago

There aren't claiming fraud, there are claiming breach of contract. Including, among other things, by failing to maintain operations in the regular course of business because of, I kid you not, allowing some senior officials to resign. (It's true some of the many other things that are claimed to be breaches relate to alleged failure to fulfill obligations to provide information that Musk supposedly wanted to determine if other claims that has been made were fraudulent, but that's different than alleging fraud.)

that_guy_iain 4y ago
It says in the first paragraph about making misleading representations. That is lawyer talk for lying. Lying in this context is fraud. Secondly, the ceo was firing aka asking for resignations from key people, no? That is not maintaining the business, that seems like sabotage.
- tptacek 4y ago
  Lawyer-talk for fraud is "fraud".
  - that_guy_iain 4y ago
    Not sure what your point is. I said misrepresentations is lawyer talk for lying…
    - dragonwriter 4y ago
      And “appears to have” is lawyer talk for “we don't know that this occurred and can't prove it and absolutely want to make clear that we will not be accountable for claiming it actually happened.”
      - that_guy_iain 4y ago
        It's lawyer talk for "We think it happened but we want wriggle room"

WhyNotHugo 4y ago

If he's claiming fraud, doesn't he have to prove it?

dkjaudyeqooe 4y ago

Which is nonsense, since the numbers in question are not verifiable. How can you identify a "spam account"? It's not possible to definitively determine the intent of someone opening or using a new account. So the numbers are arguable either way. Musk is using this fact to try to wriggle out of a disastrous impulse buy.

smaryjerry 4y ago
It’s not that subjective anyone using twitter still sees spam accounts promoting a website, business, product, or scam on every post. Twitter just said they remove 1M spam accounts each day. Their mDAU is claimed to be around 200M. This means they are deleting around half a percent of their users every single day. That seems like a lot to be identifying to me, but doesn't really determine if they are deleting enough or not but does show me that being higher than 5% is very possible when you have to delete that many accounts every 10 days.
- freemint 4y ago
  Why do you think Twitter list accounts it knows to be bots as mDAU? Those are very different categories.
  - smaryjerry 4y ago
    I’m not saying they are. I’m saying that they are banning enough bots to make up 5 percent every 10 days. With that amount of bots being banned, the possibility of that amount also being missed from being banned is substantial.