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Twitter Sues Elon Musk to Force $44 Billion Merger
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That has nothing to do with it. Even if there were extreme due diligence that’s not relevant to the board accepting the deal or not and it’s not a reason to get sued either. The reason they laughed the first offer was because Elon hadn’t provided how he was going to fund the deal. Once he stated how then everyone got serious.
Why wouldn’t they just ban him now? I mean, they banned the president of the US and the excuse everyone gives is they’re a private company so why don’t they ban this person immediately? I would even say it’s Gross negligence the fact that they don’t have done it. He’s single handily tanking twitter stock thanks to his constant tweeting. What the **** is twitter thinking?
Neither are you.
You put $30K down on a contract to buy a house, but then find that the owner owes back taxes, has multiple liens on the house, etc., and the sale cannot go through. You get every penny back because the seller misrepresented the house. Twitter claimed in SEC filings something that they cannot prove. They misrepresented the company.
That's a major stretch.
Musk waived due diligence. He could have kicked the tires but didn't. He knew about the bots since he posts his stupid ramblings daily. He only did this so he could sell some of his Tesla shares since he knows his **** company is dropping, but that now has failed. He's going to pay billions for this mess and its going to be hilarious. Delaware is going to nail him to the wall.
The musk defenders are some of the worst right now. We all know Musk has gone off the deep end the past few months, but damn, he isn't going to send you money.
Because the merger agreement specifically says Musk can continue to tweet, but not disparage the company. Legally, Twitter needs to stay above board.
Twitter is simply playing by the rules of the agreement. On the other hand, Musk disparaged the company, violated NDA, and is now crawling back to the agreement trying to get out of it based on some imaginary stipulations.
Twitter claimed in SEC filings that bot estimates involved a significant degree of "judgement."
Musk knew there were lots of bots because he literally wrote he was buying the company to get rid of them. Now, he's acting all surprised Twitter has bots. It doesn't work that way.
Nothing was misrepresented.
Says you. If he waived due diligence, where's his signature on that waiver? Why did Twitter respond to any of his requests for information? If he had waived it, they would have told him to close the deal immediately instead of responding with any information at all. You know, because he waived DD, right? But he didn't.
Wrong. They claimed LESS THAN 5%. They have to back up that claim or admit that they misrepresented everything.
"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."
There is no misrepresentation.
Musk and his lawyers want to pretend this fine print in the SEC filings didn't exist. Unfortunately for him, judges in Delaware treat everyone as big boys because they know this isn't a cell phone contract. It's a multi-billion dollar contract and Musk has lawyers earning $1,000/hr telling him exactly this fine print.
You missed the part about the WAIVER. No one disputes there was an agreement to buy.
I don's see that in the agreement. Claiming this after the fact is only relevant in so far as it shows them attempting to cover their tracks.
It doesn’t need to be in the merger agreement. The wording has been in every SEC filing submitted by Twitter.
That’s like expecting the merger agreement to include the employment contract of every Twitter employee. And then trying to bail because you found out CEO compensation was high. When you make an offer to buy a company, you’ve already investigated that before signing or you make it a subject in the offer.
You don’t need a waiver.
You can’t offer to buy and try to back out pretending get you didn’t know the Twitter CEO was male, the company logo was blue, or that the company didn’t have a Blackberry app. LOL.
The agreement would have listed subject requirements if Musk was interested in those things. Otherwise there would be a million things the buyer could back out of.
“Your honor, I didn’t know the Twitter cafeteria didn’t serve halal food. That was never disclosed in SEC filings and is important to my decision.”
If there is no waiver, then he waived nothing. If Twitter claimed LESS THAN 5% BOTS, which they did, they need to prove it, which they did not.
Of course it does! They made a false claim. Unless he specifically waived his right to contest that claim, they need to prove their claim.
You don’t seem to understand what “significant judgement” means. It means it’s not objective.
Twitter doesn’t need to prove anything as it’s based on their judgement. If I ask you the condition of your car and you tell me it’s nearly brand new based on your own “judgement” it means it’s not objective.