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I think the point is that even if Musk had done normal due diligence it would be irrelevant once the agreement was signed, so his problem isn't having "waived d

I think the point is that even if Musk had done normal due diligence it would be irrelevant once the agreement was signed, so his problem isn't having "waived due diligence" it's having signed a binding agreement to buy the company.

danielmarkbruce 4y ago
He isn't bound if Twitter lied in the contract. In the contract, they said their SEC filings are kosher (4.6). If they aren't (and the bot calc being materially off would probably do it), Twitter lied and he isn't bound. Also, if they promise to do something and then don't do it (6.4), he can walk. The termination letter claims both.
- resoluteteeth 4y ago
  > He isn't bound if Twitter lied in the contract. In the contract, they said their SEC filings are kosher (4.6). If they aren't (and the bot calc being materially off would probably do it), Twitter lied and he isn't bound. What twitter has actually been saying in their filings is stuff like this: > We have performed an internal review of a sample of accounts and estimate that false or spam accounts represented less than 5% of our MAUs. In making this 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. It specifically says they may be wrong and the real number may be higher, so even if their calculation is low that doesn't mean they lied in their filings, so that's not going to get Elon off the hook for the deal.
  - danielmarkbruce 4y ago
    Yep, mostly agree. If the calc is materially off though, I can see a decision potentially going against them. To be clear, to me 7% wouldn't be materially off. 30% would and a reasonable person may decide they must have or should have known the 5% number was misleading. The SEC might, although I'm not sure if them deciding that would be enough.
Wowfunhappy 4y ago
I get that, it just seems to me like a distinction without a difference.

danielmarkbruce 4y ago

He isn't bound if Twitter lied in the contract. In the contract, they said their SEC filings are kosher (4.6). If they aren't (and the bot calc being materially off would probably do it), Twitter lied and he isn't bound. Also, if they promise to do something and then don't do it (6.4), he can walk. The termination letter claims both.

resoluteteeth 4y ago
> He isn't bound if Twitter lied in the contract. In the contract, they said their SEC filings are kosher (4.6). If they aren't (and the bot calc being materially off would probably do it), Twitter lied and he isn't bound. What twitter has actually been saying in their filings is stuff like this: > We have performed an internal review of a sample of accounts and estimate that false or spam accounts represented less than 5% of our MAUs. In making this 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. It specifically says they may be wrong and the real number may be higher, so even if their calculation is low that doesn't mean they lied in their filings, so that's not going to get Elon off the hook for the deal.
- danielmarkbruce 4y ago
  Yep, mostly agree. If the calc is materially off though, I can see a decision potentially going against them. To be clear, to me 7% wouldn't be materially off. 30% would and a reasonable person may decide they must have or should have known the 5% number was misleading. The SEC might, although I'm not sure if them deciding that would be enough.

Wowfunhappy 4y ago

I get that, it just seems to me like a distinction without a difference.