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> Almost everything in this comment is wrong or misleading. Feel free to point out specific inaccuracies. I think it's pretty clear. > Just because EM wants a

> Almost everything in this comment is wrong or misleading. Feel free to point out specific inaccuracies. I think it's pretty clear. > Just because EM wants an escape hatch, doesn’t make it so Yes, never suggested it's legally permissible. > affirmative obligation This is armchair speculation. Even if the text might seem to be clear in outsider interpretation, this is a matter solely for the courts to determine and both sides will have an opportunity to make their points across. I stand by prediction of the board ending up settling this case. It will get obviously challenged in court, but it's not "wrong" in the sense of predicting an outcome.

threeseed 4y ago
I think it's the fact you think that Twitter has been misleading in how it communicates MAU and bot percentage to the markets. There is no basis to this. And even if there was it's such a grey area that they have plenty of legal wiggle room. So it's really to comprehend how Musk has any sort of bargaining position over this issue.
- extheat 4y ago
  Going through court will lead to even more dragged out speculation and hurt Twitter more than any other party. They can't be 100% sure that they will win the case, and will also have to work to run the company on the side in a continuing state of limbo with the acquisition litigation. In the end, even if they win, and Musk must buys the company at the deal price, by the time that goes through the markets may as well have rebounded to make the acquisition price reasonable again. Buying a company isn't like buying a piece of candy and eating it to the point of no return. The amount of money Elon has on paper won't be impacted, which a lot of people are not understanding. The winners at the end of the day would be the lawyers and millions of dollars dumped into fighting a case instead of settling.
  - vba616 4y ago
    >Going through court will lead to even more dragged out speculation and hurt Twitter more than any other party >The winners at the end of the day would be the lawyers and millions of dollars dumped into fighting a case instead of settling. I don't understand this popular hot take. There's no rich egomaniac foil for EM, is there? There's just a corporate machine that he offered a piece of "candy" worth tens of billions and then tried to take back. As many people have said, if EM just walks away and Twitter does nothing, the stock price is probably half of what it was supposed to be acquired for. Ten billion dollars will fund a literal battalion of lawyers for a decade if necessary.
  - zauguin 4y ago
    > Going through court will lead to even more dragged out speculation and hurt Twitter more than any other party. They can't be 100% sure that they will win the case, It's hard to be 100% sure, but there is a rather high probability that they will win and if they do, even if EM only has to pay a fine, they will have an official court statement saying that their bot statement is reasonable which is significantly better than leaving it with "we settled with EM since we don't think that we can defend this statement". > In the end, even if they win, and Musk must buys the company at the deal price, by the time that goes through the markets may as well have rebounded to make the acquisition price reasonable again. And that's fine. After all, Twitter agreed to the sale at that price. > The winners at the end of the day would be the lawyers and millions of dollars dumped into fighting a case instead of settling. There would be at least three winners: 1. The lawyers, but they probably already got millions over the whole mess. 2. The legal system, since there would be some indication that even EM has to follow the rules for once. 3. The shareholders who will get significantly more money and who are actually the people the board represents.
  - danaris 4y ago
    The point isn't to help Twitter, the company. The point is to help Twitter's shareholders. Specifically, to help them to the massive premium over the current stock price Elon is legally obligated to pay.
gimmeThaBeet 4y ago
I think the concept of settling for a lower price is a bit misleading, I feel like you are implying a do-over, but really the prices have tended not to change much (maybe ~5%). Also, personally, I think he's actually trying to walk away. One example I can think of is LVMH made an offer for Tiffany in late 2019 for like $16.2B. It appeared to be unhappy about that price a few months later for some reason, people didn't want high end jewelry or something... They settled for like 3% less, but was that worth the bitterness? That's assuming that Arnault actually did want to go through with the deal, which, there I also believe genuinely was having second thoughts. The reason I think Musk is trying to actually walk away is that I feel the pushing the bot thing is a pretty double-edged tactic. A lot of LVMH's arguments were that Tiffany was mismanaging the business above and beyond the covid environ i.e. not necessarily that the business is flawed, but the seller stopped caring once they sold it. The bot strat is kinda riskier because it's saying, the business is actually flawed, and the seller is misrepresenting it to me. If it gets him out great, but if not it could potentially be like buying a house and throwing a lit molotov through the kitchen window on move-in day.
nocoiner 4y ago
One thing I omitted that I thought wasn’t particularly relevant to your analysis of the merger agreement and my criticisms thereof, was the way you elided EM’s initial accumulation of shares, the multiple violations of securities laws he quite probably committed in connection with those purchases, the several hundred million dollars he ripped off from other shareholders through those violations of securities laws, and his (belated) realization that by joining the Twitter board, he would have owed a fiduciary duties to the other shareholder (and not just his own interests). So that part of your post was at best overly credulous and in any event dismissive of bad faith right from the outset. The rest of my post speaks for itself in response to most of your assertions.

threeseed 4y ago

I think it's the fact you think that Twitter has been misleading in how it communicates MAU and bot percentage to the markets. There is no basis to this. And even if there was it's such a grey area that they have plenty of legal wiggle room. So it's really to comprehend how Musk has any sort of bargaining position over this issue.

extheat 4y ago
Going through court will lead to even more dragged out speculation and hurt Twitter more than any other party. They can't be 100% sure that they will win the case, and will also have to work to run the company on the side in a continuing state of limbo with the acquisition litigation. In the end, even if they win, and Musk must buys the company at the deal price, by the time that goes through the markets may as well have rebounded to make the acquisition price reasonable again. Buying a company isn't like buying a piece of candy and eating it to the point of no return. The amount of money Elon has on paper won't be impacted, which a lot of people are not understanding. The winners at the end of the day would be the lawyers and millions of dollars dumped into fighting a case instead of settling.
- vba616 4y ago
  >Going through court will lead to even more dragged out speculation and hurt Twitter more than any other party >The winners at the end of the day would be the lawyers and millions of dollars dumped into fighting a case instead of settling. I don't understand this popular hot take. There's no rich egomaniac foil for EM, is there? There's just a corporate machine that he offered a piece of "candy" worth tens of billions and then tried to take back. As many people have said, if EM just walks away and Twitter does nothing, the stock price is probably half of what it was supposed to be acquired for. Ten billion dollars will fund a literal battalion of lawyers for a decade if necessary.
- zauguin 4y ago
  > Going through court will lead to even more dragged out speculation and hurt Twitter more than any other party. They can't be 100% sure that they will win the case, It's hard to be 100% sure, but there is a rather high probability that they will win and if they do, even if EM only has to pay a fine, they will have an official court statement saying that their bot statement is reasonable which is significantly better than leaving it with "we settled with EM since we don't think that we can defend this statement". > In the end, even if they win, and Musk must buys the company at the deal price, by the time that goes through the markets may as well have rebounded to make the acquisition price reasonable again. And that's fine. After all, Twitter agreed to the sale at that price. > The winners at the end of the day would be the lawyers and millions of dollars dumped into fighting a case instead of settling. There would be at least three winners: 1. The lawyers, but they probably already got millions over the whole mess. 2. The legal system, since there would be some indication that even EM has to follow the rules for once. 3. The shareholders who will get significantly more money and who are actually the people the board represents.
- danaris 4y ago
  The point isn't to help Twitter, the company. The point is to help Twitter's shareholders. Specifically, to help them to the massive premium over the current stock price Elon is legally obligated to pay.

gimmeThaBeet 4y ago

I think the concept of settling for a lower price is a bit misleading, I feel like you are implying a do-over, but really the prices have tended not to change much (maybe ~5%). Also, personally, I think he's actually trying to walk away. One example I can think of is LVMH made an offer for Tiffany in late 2019 for like $16.2B. It appeared to be unhappy about that price a few months later for some reason, people didn't want high end jewelry or something... They settled for like 3% less, but was that worth the bitterness? That's assuming that Arnault actually did want to go through with the deal, which, there I also believe genuinely was having second thoughts. The reason I think Musk is trying to actually walk away is that I feel the pushing the bot thing is a pretty double-edged tactic. A lot of LVMH's arguments were that Tiffany was mismanaging the business above and beyond the covid environ i.e. not necessarily that the business is flawed, but the seller stopped caring once they sold it. The bot strat is kinda riskier because it's saying, the business is actually flawed, and the seller is misrepresenting it to me. If it gets him out great, but if not it could potentially be like buying a house and throwing a lit molotov through the kitchen window on move-in day.

nocoiner 4y ago

One thing I omitted that I thought wasn’t particularly relevant to your analysis of the merger agreement and my criticisms thereof, was the way you elided EM’s initial accumulation of shares, the multiple violations of securities laws he quite probably committed in connection with those purchases, the several hundred million dollars he ripped off from other shareholders through those violations of securities laws, and his (belated) realization that by joining the Twitter board, he would have owed a fiduciary duties to the other shareholder (and not just his own interests). So that part of your post was at best overly credulous and in any event dismissive of bad faith right from the outset. The rest of my post speaks for itself in response to most of your assertions.