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Right, but theres a lot of nuance in those sections because they are taken in combination with 5.11 that I posted. In other words, if hes seeking information ne
by JamesSwift 4y ago
Right, but theres a lot of nuance in those sections because they are taken in combination with 5.11 that I posted. In other words, if hes seeking information needed for financing then its fair game. If its to perform "due diligence" or to verify financials for his own edification and/or to build a case for pulling out then thats less kosher.
Its important to keep in mind that until he actually owns Twitter, the current management needs to still operate with an assumption that he may not end up owning Twitter. If they have reason to believe it would harm Twitter financially to give information to him in terms of him using it to undermine them later, or if it would impact business operations today, then they don't need to give it to him under these agreed upon terms.
More broadly I think its important that theres a clear distinction between pre-merger-agreement information requests and post-merger-agreement information requests. An analogy I've made before is that imagine you have 2 offers for your home which you list at $100k. You receive two offers: one is for $100k with no inspection contingency and one is for $100k _with_ an inspection contingency. All else being equal, you will always take the no inspection contingency. Now imagine one is $100k with no inspection, and the other is $500k with an inspection. Some percentage of people will take the $500k offer because they have _paid a sufficient premium for the future uncertainty of consummating the deal_ as well as _the likelihood of renegotiation if anything comes up_. This is extremely relevant to the Musk/Twitter agreement because Pandoras box has already been opened once the agreement goes public. It would be an unfair negotiation to try and _reopen_ negotiation based on things discovered in a _new round_ of "due diligence" analysis. If you wanted that right, you need to pay for it.