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Sued? Twitter said that there were only "x%" of bots, and multiple independent bodies found that Twitter mis-represented material facts in the number of bots. This is what we call "fraud". In fact, what will likely happen next is that advertisers, who were promised an engagement platform of reaching potential customers, were in fact, paying inflated prices to advertise to non-entity bots. That is fraud, against multiple advertisers, over years. Share Holders, who were told in SEC filings that Twitter engaged with some number of people on their platform, were lied to.

Yet, somehow all of Twitter's fraud is Musk's fault? If I were to sell you a car, and you found out I lied about the mileage on the car, the year of the car, the accident record of the car, the maintenance issues with the car, and even something as basic as the size of the engine in the car - because of fraud, any contract is NULL and VOID. It's not rocket science.

Nah, caveat emptor. Musk didn’t bother to check the odometer, and now he’s stuck with the car. Buyer beware, he’s on the hook. Had he actually done the due diligence he was entitled to do, he could make the argument, but he didn’t show any sign that he cared if Twitter was a lemon or not when he agreed to the deal. Also, Musk is claiming fraud, it hasn’t been proven, and just because other studies with different methodologies came to different conclusions does not mean Twitter committed fraud.
 
Reading. It's a useful skill.

I agree

"Most merger agreements do have an obligation on the sellers’ part to assist the buyer with due diligence. But Musk waived that.” Yes, he certainly did forgo his right to due diligence back in April when he first struck a deal with Twitter’s board."
 
The fee is between Musk and Twitter and comes into play if either party decides to cancel the deal. If Musk cancels, he owes Twitter the fee. If Twitter cancels (to accept a richer offer), then they owe Musk the fee. As Musk has signaled his intent to cancel, he owes the fee to Twitter.

What you are referring to is known as a "reverse breakup fee" and is paid by the buyer if they cannot complete the deal due to an outside reason like regulatory intermediation (the SEC or FCC, for example) or third-party financing concerns (like a major financial backer pulling out their financing commitment). I do not know if there is such a fee attached to this deal, but even if there were, it would not be in play because Musk is voluntarily intending to cancel.
Who owes the termination fee (and whether one is owed) doesn't hinge on who terminated the agreement; it hinges on why the agreement was terminated. For instance, if Twitter terminates the agreement so that it can enter into a better acquisition agreement with someone else, it owes the fee. If Mr. Musk terminates the agreement because Twitter's board recommends that shareholders vote against the agreement, Twitter still owes the fee. In the current situation, it seems likely that Mr. Musk would owe the fee unless, e.g., he could demonstrate fraud by Twitter. That said, there are a number of ways that the parties could get out of the deal without owing the fee - e.g., if Twitter's shareholders vote against the deal (while the board recommended they vote for it), Twitter wouldn't owe the fee.
 
I think this is false, the fee only comes into play if a third party (like the FTC, SEC, etc.) cancels the deal.
The $1 billion termination fee comes into play, even if the agreement is terminated by the parties themselves, for specified reasons or under specified circumstances.

That's not to say there still couldn't be actions demanding, e.g., specific performance.
 
Twitter can just threaten to ban him if he doesn't comply and he'll pay 88 billions…
 
I said it from the start. He never intended on buying it in the first place. Why would he. His whole freedom thing was BS.
My guess is that Twitter gets their $1B and they go after Musk for damages for making a bad faith offer. I think the prospect of discovery might even force Musk into a sizable settlement. Either way I don't think he escapes consequences from Twitter or investors in his other ventures that are certainly feeling like they were mislead regarding the reasons for his sizable share sell-offs
 
Ummm, Fraud? The BoD did not own a substantial amount of shares in Twitter; yet were compensated for representing the Share Holders. The number of bots in Twitter was found to be far above the amount stated by the BoD and Sr. Management - it's THEIR JOB to know how many users are real. When you make financial misstatements with the intent to commit fraud, you have broken many Federal, State and local laws. Not the least would be
The number of bots was found to be far above the amount stated (presumably 5%) by whom?

Who, other than Twitter, would have the information needed to make such a determination? Twitter hasn't claimed, e.g., that the number of accounts on its platform which are bots is fewer than 5%. Rather, it's estimated that false or spam accounts represented fewer than 5% of its mDAU counts. And it's been quite clear that it doesn't know whether that 5% number is accurate. It acknowledges that the real number could be higher.

An outside party would have to know which accounts Twitter counts as mDAUs in order to determine that the number which are bots is higher than 5%. Twitter doesn't count all accounts as mDAUs, even if they are active. Accounts which it determines are false or spam aren't counted as mDAUs.
 
Wait, isn’t this good news? I thought people were so afraid the Elon would “destroy free speech” by buying Twitter. Well, guess what, crisis averted. So now people should be looking into the Twitter board for pursuing this acquisition. Sounds like they’re the greedy one.
 
The crazy part is losing a billion dollars is the least of the damages he will need to contend with. The contract was made by lawyers on both sides, he will need to pay the poison pill.
 
Good riddance. Hopefully Elon is out $1B and Twitter fails to force the merger.

And then, hopefully Tesla slowly disintegrates as everyone else builds new electric cars (I say this despite having owned two).

May have been his plan all along- a reason to liquidate tens of billions in Tesla shares near the peak without spooking the market as much as it would have had he not had a “valid” reason to do so.
 
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Why? Musk WAIVED his right for due diligence. Bots or not bots this is alllll on him.

Lawyers will do Lawyer things, but he'll pay big for this one.
Exactly! The first bid for Twitter was rejected and Elon sweeten the pot by waiving the right for due diligence. Then after the whole story about the employee he showed himself to came out suddenly he wasn't too interested in Twitter and the amount of Spam Bots became his interest.
 
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