5 ms·

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.
- diffeomorphism 4y ago
  That misses the point. The question was whether the "clear interpretation" was actually accurate. In other words GP's interpretation might simply be wrong. > invalid to speculate. Then say that you are speculating instead if claiming it as the truth.
  - zrobotics 4y ago
    Oh, have you never dealt with lawyers? There are usually multiple valid interpretations of a contract, depending on what side you are on. I didn't claim to be an oracle of truth, I'm not even tangentially related to this case (as I suspect 99% of the commenter here are). This is a legal matter, and often it comes down to which side argues their case better. It isn't code where there is only the factual interpretation as seen by the compiler; law takes into account the fuzzy human interpretations that often frustrate programmers. Ultimately, this contract will be enforced by the courts in whichever side makes a better case. Note that this may mean that even if Elon is in the wrong by canceling, the court may find in his favor simply due to the potential economic fallout. Sucks, but if law was a cut and dried thing we would have eliminated lawyers long ago.
    - CogitoCogito 4y ago
      Well-written contracts don't really have multiple valid interpretations. I don't know why we should assume the contract wasn't well-written.
      - aeternum 4y ago
        Well if that's your definition, I'd go so far as to say 'well-written' contracts don't exist.
        CogitoCogito 4y ago
        > Well if that's your definition, I'd go so far as to say 'well-written' contracts don't exist. Do you believe it's not possible to draw up clear contracts with clear meanings? Do you believe that if you just take any contract and pay a lawyer some money, they can argue whatever? In that case, what's the purpose of drawing up a contract at all?
        aeternum 4y ago
        Language is imprecise so I'd argue it is basically impossible to create a contract with zero ambiguity. Resolving that ambiguity is an important function of law and I'd go so far as to say the primary function of the court system. I do believe that if you pay a lawyer enough money you can probably find one willing to argue what you want although you may not win.
JamesSwift 4y ago
https://www.sec.gov/Archives/edgar/data/0001418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/0001418091/000119312... Copying a previous reply I've made on this: Section 5.11 ("Parent" and "Acquisition Sub" is Musk, "Company" is Twitter): > Each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and its Subsidiaries. In making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Acquisition Sub has relied solely on the results of its own independent review and analysis and the covenants, representations and warranties of the Company contained in this Agreement So, in essence: 1) Musk has been afforded the opportunity to address any concerns he has with Twitter 2) Any concerns of Musks have been satisfactorily resolved by Twitter 3) In determining said satisfaction, Musk is relying on his own judgement and analysis, and is not relying on any analysis by Twitter.
- cozos 4y ago
  The notice of termination said that Twitter has violated Section 6.4 and 6.11 > 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; > Section 6.11 Financing Cooperation. > (a) The Company shall and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause each of its Representatives to, at Parent’s sole expense, provide any reasonable cooperation reasonably requested by Parent in writing in connection with (i) the arrangement of the Bank Debt Financing and any other debt financing expressly contemplated by the Bank Debt Commitment Letter... This argument is saying that Twitter is not holding up it's end of the Merger Agreement by not providing (sufficient/useful) information and not cooperating with debt financing (by not providing information). They give examples like rate limits on developer APIs etc. So the kernel of the question is: is Twitter providing information to the satisfaction of Merger Agreement? I don't know the answer to that, but if is "no", would that be grounds for terminating the deal? That seems a bit extreme to me. To me a reasonable ruling would sound something like "Twitter has X days to provide all the information requested and then Musk has to perform the purchase".

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.

diffeomorphism 4y ago
That misses the point. The question was whether the "clear interpretation" was actually accurate. In other words GP's interpretation might simply be wrong. > invalid to speculate. Then say that you are speculating instead if claiming it as the truth.
- zrobotics 4y ago
  Oh, have you never dealt with lawyers? There are usually multiple valid interpretations of a contract, depending on what side you are on. I didn't claim to be an oracle of truth, I'm not even tangentially related to this case (as I suspect 99% of the commenter here are). This is a legal matter, and often it comes down to which side argues their case better. It isn't code where there is only the factual interpretation as seen by the compiler; law takes into account the fuzzy human interpretations that often frustrate programmers. Ultimately, this contract will be enforced by the courts in whichever side makes a better case. Note that this may mean that even if Elon is in the wrong by canceling, the court may find in his favor simply due to the potential economic fallout. Sucks, but if law was a cut and dried thing we would have eliminated lawyers long ago.
  - CogitoCogito 4y ago
    Well-written contracts don't really have multiple valid interpretations. I don't know why we should assume the contract wasn't well-written.
    - aeternum 4y ago
      Well if that's your definition, I'd go so far as to say 'well-written' contracts don't exist.
      - CogitoCogito 4y ago
        > Well if that's your definition, I'd go so far as to say 'well-written' contracts don't exist. Do you believe it's not possible to draw up clear contracts with clear meanings? Do you believe that if you just take any contract and pay a lawyer some money, they can argue whatever? In that case, what's the purpose of drawing up a contract at all?
        aeternum 4y ago
        Language is imprecise so I'd argue it is basically impossible to create a contract with zero ambiguity. Resolving that ambiguity is an important function of law and I'd go so far as to say the primary function of the court system. I do believe that if you pay a lawyer enough money you can probably find one willing to argue what you want although you may not win.

JamesSwift 4y ago

https://www.sec.gov/Archives/edgar/data/0001418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/0001418091/000119312... Copying a previous reply I've made on this: Section 5.11 ("Parent" and "Acquisition Sub" is Musk, "Company" is Twitter): > Each of Parent and Acquisition Sub has conducted, to its satisfaction, its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and its Subsidiaries. In making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Acquisition Sub has relied solely on the results of its own independent review and analysis and the covenants, representations and warranties of the Company contained in this Agreement So, in essence: 1) Musk has been afforded the opportunity to address any concerns he has with Twitter 2) Any concerns of Musks have been satisfactorily resolved by Twitter 3) In determining said satisfaction, Musk is relying on his own judgement and analysis, and is not relying on any analysis by Twitter.

cozos 4y ago
The notice of termination said that Twitter has violated Section 6.4 and 6.11 > 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; > Section 6.11 Financing Cooperation. > (a) The Company shall and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause each of its Representatives to, at Parent’s sole expense, provide any reasonable cooperation reasonably requested by Parent in writing in connection with (i) the arrangement of the Bank Debt Financing and any other debt financing expressly contemplated by the Bank Debt Commitment Letter... This argument is saying that Twitter is not holding up it's end of the Merger Agreement by not providing (sufficient/useful) information and not cooperating with debt financing (by not providing information). They give examples like rate limits on developer APIs etc. So the kernel of the question is: is Twitter providing information to the satisfaction of Merger Agreement? I don't know the answer to that, but if is "no", would that be grounds for terminating the deal? That seems a bit extreme to me. To me a reasonable ruling would sound something like "Twitter has X days to provide all the information requested and then Musk has to perform the purchase".