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It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it si

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's unclear to me what he initially thought he was getting out of this. In the original news, he said, "Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it." Either he was breathlessly arrogant or astonishingly careless in the first instance. And I say this as someone who has huge respect for his accomplishments in other industries.

UncleOxidant 4y ago
> Either he was breathlessly arrogant or astonishingly careless Why not both? Arrogance tends to lead to carelessness.
freemint 4y ago
> I don't think any Harvard Business School course will teach "the Musk Principles". Well history is not yet written. They could be taught as negative examples
scotty79 4y ago
> Either he was breathlessly arrogant Isn't that like more than half of his MO?
tempsy 4y ago
This assumes he was serious about it at some point, instead of just cover to sell more Tesla shares and free marketing for himself.
- labster 4y ago
  Gosh, I hope he was serious at the point he signed a contract with a $1B penalty, or else he’s the world’s worst businessman.
  - shakow 4y ago
    > or else he’s the world’s worst businessman. According to this hypothesis, he would still walk out with 7.5B in hard cash instead of 8.5B in Tesla share. I'm not in his boots, but I see how it can be seen as worth it.
    - ImPostingOnHN 4y ago
      assuming he can come up with a convincing case that twitter made material lies, otherwise he walks out owning twitter for the cost specified in the contract
  - atlasunshrugged 4y ago
    Unless he thought he could be a big enough pain in the ass that Twitter folks would rather walk away from the deal and let him skate with a few million penalty while he liquidates Tesla stock with little repercussion to the share price (unfortunately for him, the market tanked in the interim and now his deal is an absolutely amazing one for Twitter shareholders so no way they let him walk away, $1B penalty isn't even an option as this was about outside interference)
  - jiggawatts 4y ago
    If you want to move $40B, this is just a two percent transaction fee to avoid losing $200B by spooking the public investors. That’s smart.
    - Hamuko 4y ago
      I was under the assumption that he was not financing that $40B with just Tesla stock?
      - chx 4y ago
        He was funding it with loans leveraged against his stock if I understand this correctly.
    - shuckles 4y ago
- ClumsyPilot 4y ago
  I would like the consequences of his actions to catch up with him. A Joe Boggs acting in this fgashion would have been taken to the cleaners long ago.
redact207 4y ago
My guess is he's hit that obscene level of wealth and realizes he is now beyond the controls of the system, and can therefore game it to his advantage. When you can afford the best legal team money can buy and payoff the rest of the gatekeepers, then the game is simply to transfer wealth into your own pocket in bigger chunks.
- pclmulqdq 4y ago
  He's overleveraged and most of his companies are on the brink of falling below the point where he gets margin called. The poor sap wanted to rescue a few billions of dollars that could actually survive a recession, but he picked the wrong way to do it.
- godelski 4y ago
  Honestly, so what if he's out $60 bn. I don't think this would affect his lifestyle in any way whatsoever. But it would affect his high score. I'm guessing at one point he realized the former but later realized the latter and cared more about that. Though he's still got a 88bn lead on second place so I'm not sure why he cares.
  - atlasunshrugged 4y ago
    No matter what it won't be him fronting all the money, he had institutional investors that were ponying up a huge amount of the dough alongside him.
  - notahacker 4y ago
    Not sure it's going to affect his probably-not-that-lavish lifestyle that much. But since those billions are in stock it likely it will affect his level of control of companies, his ability to attract future investments and his future decisions. Which people paying attention to tech companies probably care about more than what flavour caviar he eats and what schools his kids go to anyway.
- cormacrelf 4y ago
  You can’t bribe the judges in Delaware. They can force him to go through with the deal at the agreed price, now at a significant premium on market value, and it’s reasonably likely they will. This was not a genius move.
ben_jones 4y ago
Seems like a manic episode enabled by yes-men.
TillE 4y ago
I suspect the initial decision was something like "hey I could actually just buy Twitter, that would be funny". It's less clear to me why he almost immediately started trying to back out. It's probably a waste of a significant chunk of money, but is that all?
- 988747 4y ago
  >> It's less clear to me why he almost immediately started trying to back out. That's what you do when you sober up and realize what a mess you've made.
  - cowtools 4y ago
    Well, if the purpose of buying twitter was to improve the user experience of internet users and advance the doctrine of free speech, then why not just spend that same amount of money building your own twitter (mastodon instance or something) and use your publicity to attract users?
    - deleted 4y ago
      [deleted]
    - ChildOfChaos 4y ago
      because that doesn't work.
    - Slartie 4y ago
      "Musk Social"?
      - cowtools 4y ago
        The difference would be that musk's following is more moderate, and they might respect peering agreements unlike Gab or Truth Social.
    - arlcode 4y ago
      Well maybe he realised that in the best case he would govern over Twitter 2.0 with extra toxicity and in the worst case be the proud owner of another cesspool of assholes, pedophiles and people with violent ideas. I don't believe for a second that Elon Musk really cares about free speech for anyone but himself and he is right now probably not limited by twitter's policy but by other externalities
atlasunshrugged 4y ago
There's another belief floated by Josh Wolfe (an investor with Lux Capital) who claimed it was a ruse to liquidate Tesla stock en masse without Tesla hodlers getting suspicious and tanking the inflated stock price. https://twitter.com/wolfejosh/status/1545387947578597376 https://twitter.com/wolfejosh/status/1545387947578597376
- marricks 4y ago
  That’s immensely believable, I wonder how he got someone people onboard to be help him fund it though. It’s even more of a stretch but maybe the rest of them wanted more liquidity too?
- napier 4y ago
  Neither of these hypotheses precludes the other.
  - caminante 4y ago
    No? "Cold feet" is impulsive. Whereas a disguised liquidation is calculated. Regardless, the fall in share price likely drove the outcome.
- qaq 4y ago
  Wolfe has being on anti Musk crusade for a long time.
  - jacquesm 4y ago
    But is it true?
    - qaq 4y ago
      I would imagine there are cheaper ways to accomplish the same goal
      - jacquesm 4y ago
pid-1 4y ago
He made risky bets his entire life and was mostly lucky up to this point. Most folks who subscribe to the "Musk Principles" aren't nearly as lucky and go bust much earlier.
deleted 4y ago
[deleted]
jessaustin 4y ago
Either he was breathlessly arrogant or astonishingly careless in the first instance. Perhaps he didn't expect the Nasdaq composite to drop 2000 over the next several months? That could have been careless, depending on the sort of agreement he signed. I guess he can afford a $1B penalty, but good luck finding another buyer after that. It's not as though Twitter are overflowing with ideas for profit...
- mlyle 4y ago
  > I guess he can afford a $1B penalty, The $1B is if there's some outside reason why the deal cannot get done, e.g. because of regulatory concerns. It's not a "pay a $1B break-up fee at your discretion to get out of the deal" clause. > Accordingly, the parties hereto acknowledge and agree that the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. ... > (b) Notwithstanding anything herein to the contrary, including the availability of the Parent Termination Fee or other monetary damages, remedy or award, it is hereby acknowledged and agreed that the Company shall be entitled to specific performance or other equitable remedy to enforce Parent and Acquisition Sub’s obligations to cause the Equity Investor to fund the Equity Financing, or to enforce the Equity Investor’s obligation to fund the Equity Financing directly, and to consummate the Closing ....
  - jessaustin 4y ago
    It's all Greek to me. It seems we're always warned that the Law can't be reduced to a simple formula. Scott Galloway seemed to indicate in his gleeful "Elon pulls out" emergency podcast episode that one valid reason to go to the $1B penalty could have been that Musk couldn't get the right financing together. Would it be so hard for him to get some I-banker on the stand to tell that tale? Why would any of the big banks care about the feelings of Twitter execs?
hourago 4y ago
> He's clearly eccentric in his approach to decision making Being called Eccentric is the luxury of the rich. If he was poor one will say "irresponsible" or even "crazy".
- cratermoon 4y ago
  To quote the great Crash Davis, speaking to minor league pitching phenom Ebby Calvin 'Nuke' LaLoosh, "Your shower shoes have fungus on them. You'll never make it to the bigs with fungus on your shower shoes. Think classy, you'll be classy. If you win 20 in the show, you can let the fungus grow back and the press'll think you're colorful. Until you win 20 in the show, however, it means you are a slob."
- ithinkso 4y ago
  It is irresponsible to do something eccentric if you cannot afford it
  - kennywinker 4y ago
    It’s irresponsible to do something eccentric when poor people bear the brunt of the consequences because you can afford to lose a billion here and there while people pay for that with their jobs, homes, lives.
    - towaway15463 4y ago
      Are you saying that poor people would lose their livelihoods due to Tesla and Twitter stock price changes? You might need to reevaluate your definition of poor if so.
      - salawat 4y ago
        Considering the contagion that can occur whever far ranging stock is discovered to be over inflated in price, I think it's arrogant to look at these types of things and discount what downstream effects could occur.
parentheses 4y ago
He relies heavily on his average decision-making ability being way above average. By being this volatile he basically captures surprisingly many good risky decisions. At the same time he ends up with things like this.
drivingmenuts 4y ago
Market manipulation disguised as free speech advocacy. Pure and simple.
__john 4y ago
I think there is a 1A aspect to his involvement with Twitter.
VectorLock 4y ago
>But it's unclear to me what he initially thought he was getting out of this. The best hypothesis I've heard is that he was trying to secure the raw materials that Tesla's stock price is made out of.
- bredren 4y ago
  This is perhaps meant to be tongue in cheek but Twitter is not just influential to Musk's concerns. Twitter is influential to the concerns of Musk's competitors and potential regulators who might stand in his way. Regardless of its deflated value, (all assets were way puffed up) Twitter is still extremely valuable. Arguably, it is still positioned to be worth more than Facebook.
  - VectorLock 4y ago
    "ha ha only serious."
NelsonMinar 4y ago
What a blow to his already tarnished reputation. Imagine the conversation next time he tries to acquire a company.
christkv 4y ago
Termination fee is like 1 billion I think so it will still be cheaper for him to back out and then buy it when its stock price crumples over the next couple of quarters.
- eloff 4y ago
  That's only in case he can't get financing. There's no option to pay $1B and walk away. Twitter can sue to force him to complete the deal under the contract they signed. However I suspect the lawsuit to be settled rather than drag on for years. Probably he'll buy it at a reduced price or pay a larger termination fee to walk away.
duxup 4y ago
> But it's unclear to me what he initially thought he was getting out of this. The more it goes on it feels like “I don't like how twitter works, I’ll show them! <insert some less developed ideas of free speech on the internet>” Later: “Oh noes if I do what I want here the result might be bad…” It just feels like a YOLO business deal that wasn’t thought out the more this goes on.
- toiletfuneral 4y ago
- redeeman 4y ago
  isnt it also possible he (some might say rather impulsively) decided to buy twitter, and then upon further investigating finds that his quick rationales no longer make sense if bot traffic indeed is way above 5%? that perhaps he feels that if it indeed is way above 5%, twitter is scamming? is this just 100% unthinkable?
  - duxup 4y ago
    Wouldn’t he have made that part of the deal if that was a concern? Fake followers and accounts and twitter’s battle with them is well known. Are we thinking he had no clue until after he signed on the dotted line?
    - redeeman 4y ago
      but it is part of the deal, given that twitter says "bot % is <=5", now he may believe that not to be the case. I think its concievable he may have acted before he fully considered whether that number indeed is true
      - duxup 4y ago
        Would he need to show it isn’t true? And prove that’s enough of a reason to end the deal?
thethought 4y ago
What my school teacher used to say about - cold feet - impetous - eccentric - breathlessly arrogant - astonishingly careless pupils
whynotkeithberg 4y ago
'eccentric in his approach' by that you mean straight up lying, attempting fraud etc...
deleted 4y ago
[deleted]
taurath 4y ago
He is a man who owns and can raise massive amounts of money and promise smart people the ability to build something they want to build. That he gets so much credit for his ventures is a very strange thing to me given how many he has vs how few hours in the day he must have to actually pay any attention to them.
- burrows 4y ago
  So you think he would be more deserving of credit if he only did SpaceX? instead of SpaceX, Tesla, NeuraLink, etc?
  - hartator 4y ago
    And Paypal.
- WalterBright 4y ago
  If he isn't deserving of credit, why has nobody else managed to do it?
  - AngryData 4y ago
    Most other people don't have access to nearly the same levels of capital that would allow them to fail at multiple millions, now billions, of dollars investments. And of the few that do have that money they are generally fairly risk adverse to losing so much when they can get near guaranteed returns rather than making huge gambling risks. Especially when doubling your millions of dollars would mean basically nothing in terms of quality of life improvements.
    - WalterBright 4y ago
      I.e. Musk did it and they didn't. Musk gets the credit.
recuter 4y ago
> The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. It seems apparent to this observer that the spam accounts thing and other metrics were always super inflated and perhaps now there will be a reckoning. I also think it is very funny how there was much gnashing of teeth and literal tears at the prospect of him owning twitter but now they might end up chasing him and try to force him to buy them, thus further alienating the woke mob and sowing chaos internally. Look how the turn tables have turn tabled. If they are greedy enough to go to court over it the question of just how fake this company is will stay in the news for the duration of the trial and the stock will tank. If they don't they might have to, you know, actually function like a real company. This story is far from over.
- initplus 4y ago
  No kidding Twitter has spam/fake accounts, isn't that part of why Musk wanted to buy Twitter in the first place? He publicly stated that he wanted to buy Twitter to clear up the fake account issue, he knew about the issue before entering the deal, when signing he waived due diligence that could have given him the opportunity to investigate the issue before signing... Musk's own tweets will work against him if he tries to use the fake accounts issue to back out.
  - recuter 4y ago
    His stated reason to buy twitter was in defense of free speech, despite the bots not because of them. I'm guessing he saw a glimpse of just how extensive the problem really is and the unwillingness of the organization to be remotely honest about it. It would not surprise me if it was 95% bots, rather than 5%.
hwers 4y ago
This is such a terrible look for Elon. I’ve really liked him up until now but this just feels like playing with our emotions. Honestly starting to question how much hope there is for mars to happen at all.
- plankers 4y ago
  >Honestly starting to question how much hope there is for mars to happen at all. i spat out my drink reading this
- camjohnson26 4y ago
  Musk receives a lot of flak because he presents extremely hard problems as easy, and sells the idea that only he can solve them. But this is clearly not true, just look at all the progress that is happening in automated driving and EV technology outside of Tesla, with Waymo, Cruise, and other companies already offering limited driverless rides, and with the Rivian and Ford 150 Lightning beating the cybertruck to market by years. Real progress takes real work, not promises and marketing fluff. If humanity makes it to Mars it will likely be without his help.
  - slowmotiony 4y ago
    Real progress takes real work, not promises and marketing fluff. I've never seen a Waymo, Cruise, Rivian or a Ford 150 Lightning in my entire life and I've been in many major cities across the world. You know what I do see on a daily basis though? Teslas.
    - camjohnson26 4y ago
      You’ve also never seen a driverless Tesla or a cybertruck, so compare apples to apples. Yes Tesla killed it with their sedans and the model 3.
    - jmccaf 4y ago
      I've started to see Rivian trucks are on the road in South Bay Area and in Berkeley.
nixass 4y ago
>But it's unclear to me what he initially thought he was getting out of this Answer: some sort of stock manipulation whether it be Tesla's or Twitter's
mikkergp 4y ago
I think about Jack Dorsey's endorsement early on: https://www.cnbc.com/2022/04/26/jack-dorsey-elon-musk-is-the-singular-solution-for-twitter.html https://www.cnbc.com/2022/04/26/jack-dorsey-elon-musk-is-the... This most of all makes me think he was really into it and then fucked it all up. Or Jack was just trying to get back at the board.
- WORMS_EAT_WORMS 4y ago
  Eh, I think he’s a believer. I like Jack. He dreams big and is pretty inspirational to wild ideas. You are high if you are reading this and think he’s not upset with where Twitter landed.
  - mikkergp 4y ago
    Yeah I mean I guess that’s what I’m trying to say. I do think Dorsey is a believer which makes it so odd to me that Dorsey and Musk apparently had enough of a relationship for Dorsey to say Musk was the best person to take over Twitter, and then see the takeover later become so disorganized.
    - morelisp 4y ago
      Dorsey is also naive, so perhaps he just didn't question Musk's stated position much.
oneoff786 4y ago
The market crash makes it impossible to evaluate. It was a stupid price.
la64710 4y ago
Musk is a brown bag of shit. He sent his selfie in a tweet response to Parag’s tweet explanation. https://www.forbes.com/sites/abrambrown/2022/05/16/twitter-bots-bot-spam-musk-ceo-parag-agrawal/ https://www.forbes.com/sites/abrambrown/2022/05/16/twitter-b...
- redeeman 4y ago
  so... its just 100% unthinkable Musk is right? edit: dont know why this had to be flagged. I guess some people really take personal offense in that elon musk might be correct in his thoughts about twitter daily bot %
  - la64710 4y ago
    Somebody being impolite or insulting to someone does not mean they are saying the truth. People who do that only do that to rile up their own group and divide people. Anyone can express their opinions objectively without insulting others.
chernevik 4y ago
It seems like his lawyers aren't very good, and maybe neither his bankers.
- bink 4y ago
  It's hard to be a good lawyer when your client lies to you.
zer0-c00l 4y ago
What he was getting out of it was that he was/is addicted to Twitter, and has an outsized view of its overall importance and value.
zouhair 4y ago
Well his principles are mostly scamming tactics, because he is mostly a scammer.
nimbius 4y ago
why not both? the real reason he's filing the sec notice is the gas has run out of the bullshit bus. nobody believes his due diligence claims, the board just sent him a resounding vote of approval to buy, and the legal pain train of that comes with anymore of this childish foot dragging sideshow is pulling into the station. I'd be stunned if he gets to walk off with the billion dollar penalty. too many financial guarantees and backings have been made, and musks had an SEC crosshair on him for years now. they know exactly what patent brand of bullshit he's peddling and have shown themselves more than willing in the past to take action. musk can file all the notices he wants but i suspect hes about to get ready for the billionaires version of a shotgun wedding.
CRUDite 4y ago
He has made billions using twitter spamming Tesla and doge. It’s a playground for for the guy. And therefore cheap at almost any price. But of course why pay more than needed. On a more semi serious note: it must seem ludicrously easy for the guy. He has laid it all out: Mars needs: VTOL rockets since no infrastructure Methane due to atmospheric constraints Tunnels for transport see also infrastructure Starlink see also infrastructure Direct democracy via twitter ( imperator status exempt ) Have as many kids as possible since it’s obvious he will own the solar system. He ain’t gonna be that democratic therefore. Just another dynasty but maybe the last
- CRUDite 4y ago
  therefore of course he will buy it
- vkou 4y ago
  > Direct democracy via twitter He doesn't run any of his firms with direct democracy, why on earth would he run his Martian kingdom as one?
TheDudeMan 4y ago
"Twitter has tremendous potential" He may have been honest and correct about that, but later realized that he simply does not have the time to be CEO of yet another large company.
IncRnd 4y ago
Actually, these sorts of things are expected in merger agreements, baked into almost all of them. It isn't unusual, when the seller doesn't provide the required data for the purchaser's due diligence that the agreement will terminate. Who in their right mind would spend billions of dollars without being allowed to "look at the books" regarding the spam account ratio?
- BigBubbleButt 4y ago
  Elon Musk explicitly waived his right to due diligence. You're right about these things being expected, but Elon can't be hampered by such standard conventions.
Natsu 4y ago
Well, Twitter (and stocks in general) sorta crashed right after the offer, too, so there's a real question whether that prior valuation makes any sense any longer.
baby 4y ago
There’s the HN theory, but then he was invited at twitter answering questions that employees had. Why would someone do that if they were just fucking around.
starkd 4y ago
The twitter board has already announced it intends to litigate this. And they are not after just the $1B fee. That might be what Mr. Musk had in mind when he mentioned he was lawyering up in a few tweets awhile back. Even though he waved due diligence, that might not clear twitter from having lied about the bot problem. I suspect this is going into months of litigation. Perhaps Twitter will be willing to accept a lower price. It might be what Musk is angling for.
- deleted 4y ago
  [deleted]
- hermanradtke 4y ago
  He didn’t waive due diligence. He chose to forego any due diligence before making an offer. This isn’t like buying a house…
  - starkd 4y ago
    Oh? This is news to me. The media are all claiming he waived it, though I tended to doubt it. That he would waive it does seem kind of odd, since even waiving due diligence should not absolve a company from lying about its assets if found out.
01100011 4y ago
Musk has always had problems(especially with telling the truth), but things seemed to really go downhill after he started doing drugs with Grimes.
slantedview 4y ago
> it's unclear to me what he initially thought he was getting out of this You have to look at it from the angle of Musk being a troll and a right wing figure. He wanted to impress his right wing followers by making Twitter a more free and open place for all kinds of speech (even hate, violence, etc). Maybe he realized this was a bad idea and managing Twitter is more a job for a grown up than a troll, so he looked for a way out.
anony23 4y ago
Possibly it's because the marketnshit the bed and he felt like he would be overpaying under current conditions.
throwntoday 4y ago
While I would agree his offer was absurdly overvaluing twitter, and reason enough to back out after sobering up, if what is being stated in the letter is true, twitter has likely been committing serious fraud. It has continually been one of the most underperforming platforms of it's size. Head of Data Science resigning doesn't bode well during a deal hinging on the accuracy of the data.
bmitc 4y ago
> he developed cold feet pretty fast after an impetuous decision I don't think it was impetuous. I think he did this all on purpose and planned on using his usual tactics of improvisational manipulation and grandstanding to get what he wanted, whether it was Twitter at a cheap price, manipulating the Twitter stock price to make a quick buck off of his stock purchase, liquidate some of his Tesla stock, seed further discontent on Twitter, spur on rabble around bots (despite knowing full well that Tesla and himself have benefited from Twitter bots and potentially even controlled them), drone on about free speech in some sort of libertarian political play, or whatever else. And it has all failed. Now, he's just gonna let his dirty lawyers figure some way out of it all and move on to the next scam.
- marktangotango 4y ago
  I think that requires a level of competence that Musk has failed to display in the past. Shotwell told an interesting story once, in response to a question like "what's it like to work for Elon?" She related an occasion when she got frantic calls from a meeting Musk was in. In the meeting he had decided to cancel Falcon Heavy to meet a schedule for something else. Shotwell went in and reminded everyone (Elon) they had customers who had already paid for Falcon Heavy and cancelling it wasn't an option and to find another solution. Elon responded like "oh yeah, ok well...." Then there was BTC to purchase Tesla cars, then there was Doge. The point being I think these types of things indicate Musk, like a lot of smart people can be really, really dumb sometimes. Also a bit Hanlons Razor.
  - bmitc 4y ago
    I agree with that. I don't consider him intelligent at all. My suspicion is that it's just a case of him having a loose collection of these outcomes that he considers wins, and then he just kicks it off, hoping he can manipulate things along the way towards one of his wins. I don't think he has an actual plan. He's an improvisational manipulator, very similar to a former president. Then again, it seems the main "win" he often has in mind is just getting attention, so maybe his need for attention exceeds even what I thought.

UncleOxidant 4y ago

> Either he was breathlessly arrogant or astonishingly careless Why not both? Arrogance tends to lead to carelessness.

freemint 4y ago

> I don't think any Harvard Business School course will teach "the Musk Principles". Well history is not yet written. They could be taught as negative examples

scotty79 4y ago

> Either he was breathlessly arrogant Isn't that like more than half of his MO?

tempsy 4y ago

This assumes he was serious about it at some point, instead of just cover to sell more Tesla shares and free marketing for himself.

labster 4y ago
Gosh, I hope he was serious at the point he signed a contract with a $1B penalty, or else he’s the world’s worst businessman.
- shakow 4y ago
  > or else he’s the world’s worst businessman. According to this hypothesis, he would still walk out with 7.5B in hard cash instead of 8.5B in Tesla share. I'm not in his boots, but I see how it can be seen as worth it.
  - ImPostingOnHN 4y ago
    assuming he can come up with a convincing case that twitter made material lies, otherwise he walks out owning twitter for the cost specified in the contract
- atlasunshrugged 4y ago
  Unless he thought he could be a big enough pain in the ass that Twitter folks would rather walk away from the deal and let him skate with a few million penalty while he liquidates Tesla stock with little repercussion to the share price (unfortunately for him, the market tanked in the interim and now his deal is an absolutely amazing one for Twitter shareholders so no way they let him walk away, $1B penalty isn't even an option as this was about outside interference)
- jiggawatts 4y ago
  If you want to move $40B, this is just a two percent transaction fee to avoid losing $200B by spooking the public investors. That’s smart.
  - Hamuko 4y ago
    I was under the assumption that he was not financing that $40B with just Tesla stock?
    - chx 4y ago
      He was funding it with loans leveraged against his stock if I understand this correctly.
  - shuckles 4y ago
ClumsyPilot 4y ago
I would like the consequences of his actions to catch up with him. A Joe Boggs acting in this fgashion would have been taken to the cleaners long ago.

redact207 4y ago

My guess is he's hit that obscene level of wealth and realizes he is now beyond the controls of the system, and can therefore game it to his advantage. When you can afford the best legal team money can buy and payoff the rest of the gatekeepers, then the game is simply to transfer wealth into your own pocket in bigger chunks.

pclmulqdq 4y ago
He's overleveraged and most of his companies are on the brink of falling below the point where he gets margin called. The poor sap wanted to rescue a few billions of dollars that could actually survive a recession, but he picked the wrong way to do it.
godelski 4y ago
Honestly, so what if he's out $60 bn. I don't think this would affect his lifestyle in any way whatsoever. But it would affect his high score. I'm guessing at one point he realized the former but later realized the latter and cared more about that. Though he's still got a 88bn lead on second place so I'm not sure why he cares.
- atlasunshrugged 4y ago
  No matter what it won't be him fronting all the money, he had institutional investors that were ponying up a huge amount of the dough alongside him.
- notahacker 4y ago
  Not sure it's going to affect his probably-not-that-lavish lifestyle that much. But since those billions are in stock it likely it will affect his level of control of companies, his ability to attract future investments and his future decisions. Which people paying attention to tech companies probably care about more than what flavour caviar he eats and what schools his kids go to anyway.
cormacrelf 4y ago
You can’t bribe the judges in Delaware. They can force him to go through with the deal at the agreed price, now at a significant premium on market value, and it’s reasonably likely they will. This was not a genius move.

ben_jones 4y ago

Seems like a manic episode enabled by yes-men.

TillE 4y ago

I suspect the initial decision was something like "hey I could actually just buy Twitter, that would be funny". It's less clear to me why he almost immediately started trying to back out. It's probably a waste of a significant chunk of money, but is that all?

988747 4y ago
>> It's less clear to me why he almost immediately started trying to back out. That's what you do when you sober up and realize what a mess you've made.
- cowtools 4y ago
  Well, if the purpose of buying twitter was to improve the user experience of internet users and advance the doctrine of free speech, then why not just spend that same amount of money building your own twitter (mastodon instance or something) and use your publicity to attract users?
  - deleted 4y ago
    [deleted]
  - ChildOfChaos 4y ago
    because that doesn't work.
  - Slartie 4y ago
    "Musk Social"?
    - cowtools 4y ago
      The difference would be that musk's following is more moderate, and they might respect peering agreements unlike Gab or Truth Social.
  - arlcode 4y ago
    Well maybe he realised that in the best case he would govern over Twitter 2.0 with extra toxicity and in the worst case be the proud owner of another cesspool of assholes, pedophiles and people with violent ideas. I don't believe for a second that Elon Musk really cares about free speech for anyone but himself and he is right now probably not limited by twitter's policy but by other externalities

atlasunshrugged 4y ago

There's another belief floated by Josh Wolfe (an investor with Lux Capital) who claimed it was a ruse to liquidate Tesla stock en masse without Tesla hodlers getting suspicious and tanking the inflated stock price. https://twitter.com/wolfejosh/status/1545387947578597376 https://twitter.com/wolfejosh/status/1545387947578597376

marricks 4y ago
That’s immensely believable, I wonder how he got someone people onboard to be help him fund it though. It’s even more of a stretch but maybe the rest of them wanted more liquidity too?
napier 4y ago
Neither of these hypotheses precludes the other.
- caminante 4y ago
  No? "Cold feet" is impulsive. Whereas a disguised liquidation is calculated. Regardless, the fall in share price likely drove the outcome.
qaq 4y ago
Wolfe has being on anti Musk crusade for a long time.
- jacquesm 4y ago
  But is it true?
  - qaq 4y ago
    I would imagine there are cheaper ways to accomplish the same goal
    - jacquesm 4y ago

pid-1 4y ago

He made risky bets his entire life and was mostly lucky up to this point. Most folks who subscribe to the "Musk Principles" aren't nearly as lucky and go bust much earlier.

deleted 4y ago

[deleted]

jessaustin 4y ago

Either he was breathlessly arrogant or astonishingly careless in the first instance. Perhaps he didn't expect the Nasdaq composite to drop 2000 over the next several months? That could have been careless, depending on the sort of agreement he signed. I guess he can afford a $1B penalty, but good luck finding another buyer after that. It's not as though Twitter are overflowing with ideas for profit...

mlyle 4y ago
> I guess he can afford a $1B penalty, The $1B is if there's some outside reason why the deal cannot get done, e.g. because of regulatory concerns. It's not a "pay a $1B break-up fee at your discretion to get out of the deal" clause. > Accordingly, the parties hereto acknowledge and agree that the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. ... > (b) Notwithstanding anything herein to the contrary, including the availability of the Parent Termination Fee or other monetary damages, remedy or award, it is hereby acknowledged and agreed that the Company shall be entitled to specific performance or other equitable remedy to enforce Parent and Acquisition Sub’s obligations to cause the Equity Investor to fund the Equity Financing, or to enforce the Equity Investor’s obligation to fund the Equity Financing directly, and to consummate the Closing ....
- jessaustin 4y ago
  It's all Greek to me. It seems we're always warned that the Law can't be reduced to a simple formula. Scott Galloway seemed to indicate in his gleeful "Elon pulls out" emergency podcast episode that one valid reason to go to the $1B penalty could have been that Musk couldn't get the right financing together. Would it be so hard for him to get some I-banker on the stand to tell that tale? Why would any of the big banks care about the feelings of Twitter execs?

hourago 4y ago

> He's clearly eccentric in his approach to decision making Being called Eccentric is the luxury of the rich. If he was poor one will say "irresponsible" or even "crazy".

cratermoon 4y ago
To quote the great Crash Davis, speaking to minor league pitching phenom Ebby Calvin 'Nuke' LaLoosh, "Your shower shoes have fungus on them. You'll never make it to the bigs with fungus on your shower shoes. Think classy, you'll be classy. If you win 20 in the show, you can let the fungus grow back and the press'll think you're colorful. Until you win 20 in the show, however, it means you are a slob."
ithinkso 4y ago
It is irresponsible to do something eccentric if you cannot afford it
- kennywinker 4y ago
  It’s irresponsible to do something eccentric when poor people bear the brunt of the consequences because you can afford to lose a billion here and there while people pay for that with their jobs, homes, lives.
  - towaway15463 4y ago
    Are you saying that poor people would lose their livelihoods due to Tesla and Twitter stock price changes? You might need to reevaluate your definition of poor if so.
    - salawat 4y ago
      Considering the contagion that can occur whever far ranging stock is discovered to be over inflated in price, I think it's arrogant to look at these types of things and discount what downstream effects could occur.

parentheses 4y ago

He relies heavily on his average decision-making ability being way above average. By being this volatile he basically captures surprisingly many good risky decisions. At the same time he ends up with things like this.

drivingmenuts 4y ago

Market manipulation disguised as free speech advocacy. Pure and simple.

__john 4y ago

I think there is a 1A aspect to his involvement with Twitter.

VectorLock 4y ago

>But it's unclear to me what he initially thought he was getting out of this. The best hypothesis I've heard is that he was trying to secure the raw materials that Tesla's stock price is made out of.

bredren 4y ago
This is perhaps meant to be tongue in cheek but Twitter is not just influential to Musk's concerns. Twitter is influential to the concerns of Musk's competitors and potential regulators who might stand in his way. Regardless of its deflated value, (all assets were way puffed up) Twitter is still extremely valuable. Arguably, it is still positioned to be worth more than Facebook.
- VectorLock 4y ago
  "ha ha only serious."

NelsonMinar 4y ago

What a blow to his already tarnished reputation. Imagine the conversation next time he tries to acquire a company.

christkv 4y ago

Termination fee is like 1 billion I think so it will still be cheaper for him to back out and then buy it when its stock price crumples over the next couple of quarters.

eloff 4y ago
That's only in case he can't get financing. There's no option to pay $1B and walk away. Twitter can sue to force him to complete the deal under the contract they signed. However I suspect the lawsuit to be settled rather than drag on for years. Probably he'll buy it at a reduced price or pay a larger termination fee to walk away.

duxup 4y ago

> But it's unclear to me what he initially thought he was getting out of this. The more it goes on it feels like “I don't like how twitter works, I’ll show them! <insert some less developed ideas of free speech on the internet>” Later: “Oh noes if I do what I want here the result might be bad…” It just feels like a YOLO business deal that wasn’t thought out the more this goes on.

toiletfuneral 4y ago
redeeman 4y ago
isnt it also possible he (some might say rather impulsively) decided to buy twitter, and then upon further investigating finds that his quick rationales no longer make sense if bot traffic indeed is way above 5%? that perhaps he feels that if it indeed is way above 5%, twitter is scamming? is this just 100% unthinkable?
- duxup 4y ago
  Wouldn’t he have made that part of the deal if that was a concern? Fake followers and accounts and twitter’s battle with them is well known. Are we thinking he had no clue until after he signed on the dotted line?
  - redeeman 4y ago
    but it is part of the deal, given that twitter says "bot % is <=5", now he may believe that not to be the case. I think its concievable he may have acted before he fully considered whether that number indeed is true
    - duxup 4y ago
      Would he need to show it isn’t true? And prove that’s enough of a reason to end the deal?

thethought 4y ago

What my school teacher used to say about - cold feet - impetous - eccentric - breathlessly arrogant - astonishingly careless pupils

whynotkeithberg 4y ago

'eccentric in his approach' by that you mean straight up lying, attempting fraud etc...

deleted 4y ago

[deleted]

taurath 4y ago

He is a man who owns and can raise massive amounts of money and promise smart people the ability to build something they want to build. That he gets so much credit for his ventures is a very strange thing to me given how many he has vs how few hours in the day he must have to actually pay any attention to them.

burrows 4y ago
So you think he would be more deserving of credit if he only did SpaceX? instead of SpaceX, Tesla, NeuraLink, etc?
- hartator 4y ago
  And Paypal.
WalterBright 4y ago
If he isn't deserving of credit, why has nobody else managed to do it?
- AngryData 4y ago
  Most other people don't have access to nearly the same levels of capital that would allow them to fail at multiple millions, now billions, of dollars investments. And of the few that do have that money they are generally fairly risk adverse to losing so much when they can get near guaranteed returns rather than making huge gambling risks. Especially when doubling your millions of dollars would mean basically nothing in terms of quality of life improvements.
  - WalterBright 4y ago
    I.e. Musk did it and they didn't. Musk gets the credit.

recuter 4y ago

> The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. It seems apparent to this observer that the spam accounts thing and other metrics were always super inflated and perhaps now there will be a reckoning. I also think it is very funny how there was much gnashing of teeth and literal tears at the prospect of him owning twitter but now they might end up chasing him and try to force him to buy them, thus further alienating the woke mob and sowing chaos internally. Look how the turn tables have turn tabled. If they are greedy enough to go to court over it the question of just how fake this company is will stay in the news for the duration of the trial and the stock will tank. If they don't they might have to, you know, actually function like a real company. This story is far from over.

initplus 4y ago
No kidding Twitter has spam/fake accounts, isn't that part of why Musk wanted to buy Twitter in the first place? He publicly stated that he wanted to buy Twitter to clear up the fake account issue, he knew about the issue before entering the deal, when signing he waived due diligence that could have given him the opportunity to investigate the issue before signing... Musk's own tweets will work against him if he tries to use the fake accounts issue to back out.
- recuter 4y ago
  His stated reason to buy twitter was in defense of free speech, despite the bots not because of them. I'm guessing he saw a glimpse of just how extensive the problem really is and the unwillingness of the organization to be remotely honest about it. It would not surprise me if it was 95% bots, rather than 5%.

hwers 4y ago

This is such a terrible look for Elon. I’ve really liked him up until now but this just feels like playing with our emotions. Honestly starting to question how much hope there is for mars to happen at all.

plankers 4y ago
>Honestly starting to question how much hope there is for mars to happen at all. i spat out my drink reading this
camjohnson26 4y ago
Musk receives a lot of flak because he presents extremely hard problems as easy, and sells the idea that only he can solve them. But this is clearly not true, just look at all the progress that is happening in automated driving and EV technology outside of Tesla, with Waymo, Cruise, and other companies already offering limited driverless rides, and with the Rivian and Ford 150 Lightning beating the cybertruck to market by years. Real progress takes real work, not promises and marketing fluff. If humanity makes it to Mars it will likely be without his help.
- slowmotiony 4y ago
  Real progress takes real work, not promises and marketing fluff. I've never seen a Waymo, Cruise, Rivian or a Ford 150 Lightning in my entire life and I've been in many major cities across the world. You know what I do see on a daily basis though? Teslas.
  - camjohnson26 4y ago
    You’ve also never seen a driverless Tesla or a cybertruck, so compare apples to apples. Yes Tesla killed it with their sedans and the model 3.
  - jmccaf 4y ago
    I've started to see Rivian trucks are on the road in South Bay Area and in Berkeley.

nixass 4y ago

>But it's unclear to me what he initially thought he was getting out of this Answer: some sort of stock manipulation whether it be Tesla's or Twitter's

mikkergp 4y ago

I think about Jack Dorsey's endorsement early on: https://www.cnbc.com/2022/04/26/jack-dorsey-elon-musk-is-the-singular-solution-for-twitter.html https://www.cnbc.com/2022/04/26/jack-dorsey-elon-musk-is-the... This most of all makes me think he was really into it and then fucked it all up. Or Jack was just trying to get back at the board.

WORMS_EAT_WORMS 4y ago
Eh, I think he’s a believer. I like Jack. He dreams big and is pretty inspirational to wild ideas. You are high if you are reading this and think he’s not upset with where Twitter landed.
- mikkergp 4y ago
  Yeah I mean I guess that’s what I’m trying to say. I do think Dorsey is a believer which makes it so odd to me that Dorsey and Musk apparently had enough of a relationship for Dorsey to say Musk was the best person to take over Twitter, and then see the takeover later become so disorganized.
  - morelisp 4y ago
    Dorsey is also naive, so perhaps he just didn't question Musk's stated position much.

oneoff786 4y ago

The market crash makes it impossible to evaluate. It was a stupid price.

la64710 4y ago

Musk is a brown bag of shit. He sent his selfie in a tweet response to Parag’s tweet explanation. https://www.forbes.com/sites/abrambrown/2022/05/16/twitter-bots-bot-spam-musk-ceo-parag-agrawal/ https://www.forbes.com/sites/abrambrown/2022/05/16/twitter-b...

redeeman 4y ago
so... its just 100% unthinkable Musk is right? edit: dont know why this had to be flagged. I guess some people really take personal offense in that elon musk might be correct in his thoughts about twitter daily bot %
- la64710 4y ago
  Somebody being impolite or insulting to someone does not mean they are saying the truth. People who do that only do that to rile up their own group and divide people. Anyone can express their opinions objectively without insulting others.

chernevik 4y ago

It seems like his lawyers aren't very good, and maybe neither his bankers.

bink 4y ago
It's hard to be a good lawyer when your client lies to you.

zer0-c00l 4y ago

What he was getting out of it was that he was/is addicted to Twitter, and has an outsized view of its overall importance and value.

zouhair 4y ago

Well his principles are mostly scamming tactics, because he is mostly a scammer.

nimbius 4y ago

why not both? the real reason he's filing the sec notice is the gas has run out of the bullshit bus. nobody believes his due diligence claims, the board just sent him a resounding vote of approval to buy, and the legal pain train of that comes with anymore of this childish foot dragging sideshow is pulling into the station. I'd be stunned if he gets to walk off with the billion dollar penalty. too many financial guarantees and backings have been made, and musks had an SEC crosshair on him for years now. they know exactly what patent brand of bullshit he's peddling and have shown themselves more than willing in the past to take action. musk can file all the notices he wants but i suspect hes about to get ready for the billionaires version of a shotgun wedding.

CRUDite 4y ago

He has made billions using twitter spamming Tesla and doge. It’s a playground for for the guy. And therefore cheap at almost any price. But of course why pay more than needed. On a more semi serious note: it must seem ludicrously easy for the guy. He has laid it all out: Mars needs: VTOL rockets since no infrastructure Methane due to atmospheric constraints Tunnels for transport see also infrastructure Starlink see also infrastructure Direct democracy via twitter ( imperator status exempt ) Have as many kids as possible since it’s obvious he will own the solar system. He ain’t gonna be that democratic therefore. Just another dynasty but maybe the last

CRUDite 4y ago
therefore of course he will buy it
vkou 4y ago
> Direct democracy via twitter He doesn't run any of his firms with direct democracy, why on earth would he run his Martian kingdom as one?

TheDudeMan 4y ago

"Twitter has tremendous potential" He may have been honest and correct about that, but later realized that he simply does not have the time to be CEO of yet another large company.

IncRnd 4y ago

Actually, these sorts of things are expected in merger agreements, baked into almost all of them. It isn't unusual, when the seller doesn't provide the required data for the purchaser's due diligence that the agreement will terminate. Who in their right mind would spend billions of dollars without being allowed to "look at the books" regarding the spam account ratio?

BigBubbleButt 4y ago
Elon Musk explicitly waived his right to due diligence. You're right about these things being expected, but Elon can't be hampered by such standard conventions.

Natsu 4y ago

Well, Twitter (and stocks in general) sorta crashed right after the offer, too, so there's a real question whether that prior valuation makes any sense any longer.

baby 4y ago

There’s the HN theory, but then he was invited at twitter answering questions that employees had. Why would someone do that if they were just fucking around.

starkd 4y ago

The twitter board has already announced it intends to litigate this. And they are not after just the $1B fee. That might be what Mr. Musk had in mind when he mentioned he was lawyering up in a few tweets awhile back. Even though he waved due diligence, that might not clear twitter from having lied about the bot problem. I suspect this is going into months of litigation. Perhaps Twitter will be willing to accept a lower price. It might be what Musk is angling for.

deleted 4y ago
[deleted]
hermanradtke 4y ago
He didn’t waive due diligence. He chose to forego any due diligence before making an offer. This isn’t like buying a house…
- starkd 4y ago
  Oh? This is news to me. The media are all claiming he waived it, though I tended to doubt it. That he would waive it does seem kind of odd, since even waiving due diligence should not absolve a company from lying about its assets if found out.

01100011 4y ago

Musk has always had problems(especially with telling the truth), but things seemed to really go downhill after he started doing drugs with Grimes.

slantedview 4y ago

> it's unclear to me what he initially thought he was getting out of this You have to look at it from the angle of Musk being a troll and a right wing figure. He wanted to impress his right wing followers by making Twitter a more free and open place for all kinds of speech (even hate, violence, etc). Maybe he realized this was a bad idea and managing Twitter is more a job for a grown up than a troll, so he looked for a way out.

anony23 4y ago

Possibly it's because the marketnshit the bed and he felt like he would be overpaying under current conditions.

throwntoday 4y ago

While I would agree his offer was absurdly overvaluing twitter, and reason enough to back out after sobering up, if what is being stated in the letter is true, twitter has likely been committing serious fraud. It has continually been one of the most underperforming platforms of it's size. Head of Data Science resigning doesn't bode well during a deal hinging on the accuracy of the data.

bmitc 4y ago

> he developed cold feet pretty fast after an impetuous decision I don't think it was impetuous. I think he did this all on purpose and planned on using his usual tactics of improvisational manipulation and grandstanding to get what he wanted, whether it was Twitter at a cheap price, manipulating the Twitter stock price to make a quick buck off of his stock purchase, liquidate some of his Tesla stock, seed further discontent on Twitter, spur on rabble around bots (despite knowing full well that Tesla and himself have benefited from Twitter bots and potentially even controlled them), drone on about free speech in some sort of libertarian political play, or whatever else. And it has all failed. Now, he's just gonna let his dirty lawyers figure some way out of it all and move on to the next scam.

marktangotango 4y ago
I think that requires a level of competence that Musk has failed to display in the past. Shotwell told an interesting story once, in response to a question like "what's it like to work for Elon?" She related an occasion when she got frantic calls from a meeting Musk was in. In the meeting he had decided to cancel Falcon Heavy to meet a schedule for something else. Shotwell went in and reminded everyone (Elon) they had customers who had already paid for Falcon Heavy and cancelling it wasn't an option and to find another solution. Elon responded like "oh yeah, ok well...." Then there was BTC to purchase Tesla cars, then there was Doge. The point being I think these types of things indicate Musk, like a lot of smart people can be really, really dumb sometimes. Also a bit Hanlons Razor.
- bmitc 4y ago
  I agree with that. I don't consider him intelligent at all. My suspicion is that it's just a case of him having a loose collection of these outcomes that he considers wins, and then he just kicks it off, hoping he can manipulate things along the way towards one of his wins. I don't think he has an actual plan. He's an improvisational manipulator, very similar to a former president. Then again, it seems the main "win" he often has in mind is just getting attention, so maybe his need for attention exceeds even what I thought.