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From a comment I made on a dead thread on this: I've been pretty vocal about thinking Musk's case was flimsy at best on this. After reading through this filing
by JamesSwift 4y ago
From a comment I made on a dead thread on this:
I've been pretty vocal about thinking Musk's case was flimsy at best on this. After reading through this filing [1], I have to say its even worse. A couple additions to the argument that has occurred on this site and elsewhere:
1. On page 15, Twitter highlights some pretty key clauses in the initial agreement that I didn't see picked up on previously around Material Adverse Effect (MAE) and explicit conditions that _cant_ be counted for it. Specifically they explain how even recession style market changes wont be considered MAE, and scope what might be considered MAE in their SEC filing to very specific statements that dont appear to include the bot number disclosures.
2. They give some behind-the-scenes recounting of specific clauses that were added/removed which make the entire thing much more tenuous in court for Musk. For example Page 12 Paragraph 34 ("Twitter also negotiated for itself a right to hire and fire employees at all levels, including executives, without having to seek Musk’s consent."), Page 12 Paragraph 35 ("Twitter further negotiated to narrow the circumstances under which defendants could escape the deal by claiming a 'Company Material Adverse Effect.'"), Page 12 Paragraph 36 ("Twitter negotiated for itself a robust right to demand specific performance of the agreement’s terms that encompassed the right to compel defendants to close the deal, and ensured that Musk personally was bound by that provision (among others).")
3. On Page 31, they claim they told him they sample 9000 accounts when doing their analysis and Musk then publicly tweeted they sample 100 accounts. If this is true, thats pretty damning for Musk when a court decides if hes just on a fishing expedition.
So yeah... I'm admittedly biased and obviously this is one sides language in the filing but.... I don't see a ton of support for Musks case so far.
[1] - https://s3.documentcloud.org/documents/22084456/final-verified-complaint.pdf https://s3.documentcloud.org/documents/22084456/final-verifi...
- encryptluks2 4y agoI've said it once before, but I fully expect Musk at some point in the lawsuit to suggest that he had a psychological condition and that it excuses his behavior.
- cato_the_elder 4y agoNo, that won't happen, and what he's doing is quite rational given the tech stock meltdown. Even if you have a very small chance of winning, taking your chances with a court might have a positive expected value since billions of dollars are at stake.
- selfportrait 4y agoIt’s quite rational to buy a company for tens of billions of dollars on the campaign of “cleaning up the bots”, troll and disparage the entire way through, publicly declare yourself Republican amidst the frenzy, and then act shocked that there are bots and withdraw from the deal for a “positive expected value” chance at a lawsuit while running a bunch of other companies amidst inflation and worries of recession. Very rational behavior for a very rational guy with billions of dollars, 100 million Twitter followers and a cult of personality.
- cato_the_elder 4y agoRationality of him trying to buy Twitter is up to debate. I'm talking about deciding what to do when you promise to buy at a high price, and tech stocks crash afterwards. Given that, what he's doing now (trying to pull out) seems rational to me.
- sethrin 4y agoSure, but that conversation should have been between him and his lawyers, and between his lawyers and Twitter's lawyers. He might have actually had a chance, if he had. As is, he can't win for losing.
- selfportrait 4y agoHe’s not trying to pull out because of some great strategy on his part — he’s lied to your face and everyone’s else’s by ridiculously suggesting Twitter lied about the bots and that he’s surprised there are bots when that was the whole message in the first place: buying Twitter to rid it of bots (and free speech or whatever other lie he’s clinged to). He’s mired the whole process in controversy and has shown repeated contempt for the law and his own contractual obligations. Let’s also not forget the core of the matter: this is a class issue through and through. One of the most wealthy and powerful people on earth — propelled by government subsidies and contracts for his companies Tesla, SpaceX, etc. — is only able to do what he’s doing, and flaunt his contempt only because he is rich and powerful. Very few people would be able to do what he’s done and run away with it: calling somebody a pedophile with no cause, essentially claiming victory over his battle with an ineffectual SEC over his misbehavior, getting into a contract with Twitter with a populist energy and dominant conservative support only to (no surprise) cancel it last second etc. This is an issue of wealthy people evading the rules everyone else has to play by under threat of violence (lawsuits, prison, etc.) The amount of effort his cultists put to defending him and arguing that this is some brilliant play is beyond ridiculous.
- JamesSwift 4y agoI agree, theres a real chance he tries a "but I'm bipolar" defense. And I'm only mostly joking when I say theres a chance he legally claims that "it was just a prank bro".
- encryptluks2 4y agoI can see the tweets now. > "Twitter is saying bipolar disorder isn't an excuse for my behavior. Twitter hates bipolar people and those with disabilities."
- threeseed 4y agoThat would tank Tesla/SpaceX stock and likely cause class action lawsuits en masse. If the CEO is so mentally unstable that he will randomly buy billion dollar companies then he has no business running those companies.
- odorousrex 4y agoIf the market were rational, I would agree with you. But it is not, and Musk has a weird cult of personality around him.