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Isn’t the entire breakup clause contractually written in? From my understanding, the current choice is: 1. Does Elon get sued by Twitter to force sale, per th

Isn’t the entire breakup clause contractually written in? From my understanding, the current choice is: 1. Does Elon get sued by Twitter to force sale, per the initial agreement, where Elon agreed to allowing Twitter to force a sale. 2. Does Elon just pay the billion separation clause and walk away. Do you see it differently?

dylan604 4y ago
What reads like simple English to you or I does not get read the same way by lawyers. Once lawyers are involved, all reasonable logic goes out the window in my perspective. Ever since what "the definition of 'is' is", my whole outlook on lawyers was just obliterated.
- bmitc 4y ago
  Not for sure why you're downvoted, because you're right. Lawyers do not operate on logical basis. They operate on interpretations of logic. I found this out when buying my house. Interacting with the lawyers was completely miserable because they live in their own little world. They expected me to just know things that they would poorly specify, requiring several emails to clarify, and then when I would point out mistakes, logical inconsistencies, or poorly defined things in the contract, they would just shrug it off or sort of grudgingly fix them, seemingly just to appease me. Then they would just dig their heels in the ground about what the contract "says" because the contract "says so", even though it made no logical sense. Because the contracts aren't what they say logically. They say what they say based upon a sort of colloquially agreed upon interpretation of them. Lawsuits then center around this colloquial agreement and not around the contractual logic. It's an excruciatingly frustrating world to be introduced to. I wish to never have to deal with lawyers. > Ever since what "the definition of 'is' is", my whole outlook on lawyers was just obliterated. Is that in reference to something? Got a link or an article or something?
  - dylan604 4y ago
    >Is that in reference to something? Got a link or an article or something? Very much yes[0]. It was one of the defensive lines from Bill Clinton. I was still in high school during this, and it set me on a very bad path of thinking how to twist anything and everything anyone ever said. After all, if the pres can do it, then we should all be able to do it. [0] https://slate.com/news-and-politics/1998/09/bill-clinton-and-the-meaning-of-is.html https://slate.com/news-and-politics/1998/09/bill-clinton-and...
jakelazaroff 4y ago
There is no option 2. That was a proviso in case Elon was unable to secure financing. He secured financing, so now he has to buy Twitter. Or they can sue him.
- bardworx 4y ago
  https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... Is there a different version of the doc than listed above? I couldn’t find any revisions and it sure seems that there are options available to Musk.
tsimionescu 4y ago
The clause about the $1B penalty says nothing about separation. That clause only activates if the deal is stopped by some outside entity, such as the SEC, or if the two parties mutually agree to stop the process. In all other cases, Elon has committed to give them $44B in exchange for the company.
- bardworx 4y ago
  https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... There’s quite a bit about separation, sections 7 & 8

dylan604 4y ago

What reads like simple English to you or I does not get read the same way by lawyers. Once lawyers are involved, all reasonable logic goes out the window in my perspective. Ever since what "the definition of 'is' is", my whole outlook on lawyers was just obliterated.

bmitc 4y ago
Not for sure why you're downvoted, because you're right. Lawyers do not operate on logical basis. They operate on interpretations of logic. I found this out when buying my house. Interacting with the lawyers was completely miserable because they live in their own little world. They expected me to just know things that they would poorly specify, requiring several emails to clarify, and then when I would point out mistakes, logical inconsistencies, or poorly defined things in the contract, they would just shrug it off or sort of grudgingly fix them, seemingly just to appease me. Then they would just dig their heels in the ground about what the contract "says" because the contract "says so", even though it made no logical sense. Because the contracts aren't what they say logically. They say what they say based upon a sort of colloquially agreed upon interpretation of them. Lawsuits then center around this colloquial agreement and not around the contractual logic. It's an excruciatingly frustrating world to be introduced to. I wish to never have to deal with lawyers. > Ever since what "the definition of 'is' is", my whole outlook on lawyers was just obliterated. Is that in reference to something? Got a link or an article or something?
- dylan604 4y ago
  >Is that in reference to something? Got a link or an article or something? Very much yes[0]. It was one of the defensive lines from Bill Clinton. I was still in high school during this, and it set me on a very bad path of thinking how to twist anything and everything anyone ever said. After all, if the pres can do it, then we should all be able to do it. [0] https://slate.com/news-and-politics/1998/09/bill-clinton-and-the-meaning-of-is.html https://slate.com/news-and-politics/1998/09/bill-clinton-and...

jakelazaroff 4y ago

There is no option 2. That was a proviso in case Elon was unable to secure financing. He secured financing, so now he has to buy Twitter. Or they can sue him.

bardworx 4y ago
https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... Is there a different version of the doc than listed above? I couldn’t find any revisions and it sure seems that there are options available to Musk.

tsimionescu 4y ago

The clause about the $1B penalty says nothing about separation. That clause only activates if the deal is stopped by some outside entity, such as the SEC, or if the two parties mutually agree to stop the process. In all other cases, Elon has committed to give them $44B in exchange for the company.

bardworx 4y ago
https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... There’s quite a bit about separation, sections 7 & 8