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I a sure lawyers will argue that while the SEC filing was accurate, Twitter is not making a reasonable effort. Could Twitter estimate its revenue in an SEC fili

I a sure lawyers will argue that while the SEC filing was accurate, Twitter is not making a reasonable effort. Could Twitter estimate its revenue in an SEC filing by sampling 100 paid invoices and putting in CYA statement saying the estimate could be wrong? Regardless, seems like Musk will have a hard time reaching a material adverse standard.

dragonwriter 4y ago
> I a sure lawyers will argue that while the SEC filing was accurate, Twitter is not making a reasonable effort. A reasonable effort at what? > Could Twitter estimate its revenue in an SEC filing by sampling 100 paid invoices and putting in CYA statement saying the estimate could be wrong? It could. It might be a problem between Twitter and the SEC. It might be a problem that due diligence would founder on. It might be a problem that would constitute an materially adverse effect without an explicit contractually agreement that risks disclosed in SEC filings could not do that. These are among the reasons why no sane buyer would sign a merger agreement like Musk signed waiving due diligence and excluding a whole of of specific things from being considered materially adverse events without having done a thorough investigation on their own first.