Here’s an excerpt from Twitter’s 2014 annual report. I think they’ve been pretty clear for quite a while that there is subjectivity and judgment that goes into

Here’s an excerpt from Twitter’s 2014 annual report. I think they’ve been pretty clear for quite a while that there is subjectivity and judgment that goes into their estimates of monetized users that are bots. “The numbers of active users and timeline views presented in this Annual Report on Form 10-K are based on internal company data. While these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring usage and user engagement across our large user base around the world. For example, there are a number of false or spam accounts in existence on our platform. We have performed an internal review of a sample of accounts and estimate that false or spam accounts represented less than 5% of our MAUs as of December 31, 2014. In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated.” The case isn’t a slam dunk only because public company merger agreements aren’t normally signed on a whim and/or for the lulz. Even here, where there’s a very clear specific performance obligation, Delaware chancellors normally don’t love enforcing specific performance (though they absolutely will, especially in the case of a buyer who’s obviously trying to avoid its contractual obligations based on a pretext). The real tension here comes from the cap on damages, the chance that Musk blows up the committed debt financing, and the quantum of damages actually suffered by Twitter shareholders if the deal doesn’t close. Those are the actually interesting issues that will get hashed out in court - not some baseless claims about bots that could have and should have been diligenced by the buyer prior to signing a binding $44 billion acquisition agreement.