Twitter Sues Elon Musk to Force $44 Billion Merger

[JPack]

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.

“At the time of delivery, the Proposal was also subject to the completion of financing and business due diligence, but it is no longer subject to financing as a result of the Reporting Person’s receipt of the financing commitments described below and is no longer subject to business due diligence.”

He signed it.

There is a reason why the legal experts and law professors out there believe it’s an airtight case.

 

[cwt2nospam]

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.

If I tell you my car is like new and I know it needs a new transmission and has significant rust damage to the frame, I've committed fraud. I can't weasel out of that with "significant judgement"

 

[cwt2nospam]

“At the time of delivery, the Proposal was also subject to the completion of financing and business due diligence, but it is no longer subject to financing as a result of the Reporting Person’s receipt of the financing commitments described below and is no longer subject to business due diligence.”

He signed it.

There is a reason why the legal experts and law professors out there believe it’s an airtight case.

"
The Proposal was (and remains) non-binding and, once negotiated and agreed upon, would be conditioned upon, among other things, the: (i) receipt of any required governmental approvals; (ii) confirmatory legal, regulatory, accounting and tax due diligence; and (iii) negotiation and execution of definitive agreements providing for the Proposed Transaction. At the time of delivery, the Proposal was also subject to the completion of financing and business due diligence, but it is no longer subject to financing as a result of the Reporting Person’s receipt of the financing commitments described below and is no longer subject to business due diligence."

You missed a spot.
Twitter made representations that are not true, or at least are not confirmed true in court. There's a reason other experts disagree with your experts.

 

[JPack]

"
The Proposal was (and remains) non-binding and, once negotiated and agreed upon, would be conditioned upon, among other things, the: (i) receipt of any required governmental approvals; (ii) confirmatory legal, regulatory, accounting and tax due diligence; and (iii) negotiation and execution of definitive agreements providing for the Proposed Transaction. At the time of delivery, the Proposal was also subject to the completion of financing and business due diligence, but it is no longer subject to financing as a result of the Reporting Person’s receipt of the financing commitments described below and is no longer subject to business due diligence."

Tax due diligence, yes.

It specifically says no longer subject to “business due diligence.” Bots and revenue are part of business operations.

 

[JPack]

Twitter made representations that are not true, or at least are not confirmed true in court. There's a reason other experts disagree with your experts.

Legal experts like current Stanford law professors and former SEC commissioners believe Twitter has a strong case.

 

[JPack]

If I tell you my car is like new and I know it needs a new transmission and has significant rust damage to the frame, I've committed fraud. I can't weasel out of that with "significant judgement"

Sure it is.

I don’t know if your judgement is valid. It’s impossible to prove lack of competence or knowledge. There’s a reason why people say it’s impossible to prove a negative.

 

[cwt2nospam]

Tax due diligence, yes.

It specifically says no longer subject to “business due diligence.” Bots and revenue are part of business operations.

You missed it again: confirmatory legal
There is no way to waive the right to contest fraud. Fraud is illegal.

 

[JPack]

You missed it again: confirmatory legal
There is no way to waive the right to contest fraud. Fraud is illegal.

The problem with your assessment is you presuppose it's "fraud."

And then you ignore the fact that Twitter has clearly indicated their bot estimate is based on “significant judgement” in every SEC filing since 2015.

You've got law professors from Tulane and Stanford who have already weighed in. They're all saying Musk has nothing to go by. I think their assessment is a bit stronger than yours.

 

[Kenjutsuz]

He sold over $16 billion worth of Tesla stock in 2021

Tesla's Musk sells shares worth more than $16 bln

Tesla Inc Chief Executive Officer Elon Musk has sold $16.4 billion worth of shares since early November when the world's richest person polled Twitter users about offloading 10% of his stake in the electric-car maker.

www.reuters.com

and about $8.5 billion worth in April in preparations to buy Twitter

Musk's Tesla stock sale windfall dwarfs Twitter loss

Elon Musk's attempt to scrap his purchase of Twitter Inc may leave the world's wealthiest person in a stronger financial position than before he unveiled the $44 billion deal.

www.reuters.com

with further funding being provided by Morgan Stanley

Elon Musk says he's secured $46.5 billion in financing to buy Twitter

Musk has been seeking a takeover of the social media platform since he acquired 9 percent of its shares this month.

www.nbcnews.com

so yeah, he has the money/can get it.

Dumped my Morgan Stanley...2 years ago. Good riddance

 

[cwt2nospam]

Dumped my Morgan Stanley...2 years ago. Good riddance

The problem with your assessment is you presuppose it's "fraud."

And then you ignore the fact that Twitter has clearly indicated their bot estimate is based on “significant judgement” in every SEC filing since 2015.

You've got law professors from Tulane and Stanford who have already weighed in. They're all saying Musk has nothing to go by. I think their assessment is a bit stronger than yours.

Significant judgement is a nice way to evade responsibility, but the problem is that you have a technology company that avoided using their technology to come up with that judgement. They used a few people looking at a few tweets using unspecified (or non-existent) criteria for determining a number that favored the company. That doesn't just appear to be fraud, it screams it.

 

[JPack]

Significant judgement is a nice way to evade responsibility, but the problem is that you have a technology company that avoided using their technology to come up with that judgement. They used a few people looking at a few tweets using unspecified (or non-existent) criteria for determining a number that favored the company. That doesn't just appear to be fraud, it screams it.

So? There's no obligation for Twitter to use "technology" to come up with their statement. Twitter qualified their statement in their SEC filings. It's up to investors like Musk to read it.

Here's a free one minute lecture from the Associate Dean of Tulane Law School. Maybe you'll learn something from it.

 

[planteater]

Significant judgement is a nice way to evade responsibility, but the problem is that you have a technology company that avoided using their technology to come up with that judgement. They used a few people looking at a few tweets using unspecified (or non-existent) criteria for determining a number that favored the company. That doesn't just appear to be fraud, it screams it.

It seems they kept coming up with the exact same number year after year. Amazing how it never fluctuates. I wonder if that is due to their lack of action, or methodology of measuring it, or perhaps something even more nefarious. It will be interesting to see them explain it under cross examination.

 

[JPack]

It seems they kept coming up with the exact same number year after year. Amazing how it never fluctuates. I wonder if that is due to their lack of action, or methodology of measuring it, or perhaps something even more nefarious. It will be interesting to see them explain it under cross examination.

Twitter won't need to explain it because it's not part of the merger agreement, even though Musk desperately wants it to be.

The judge today basically agreed with Twitter's argument. This case isn't about the data science, it's about whether the merger agreement should be satisfied. That's why the case will only be 5 days in October, not 10 days in February that Musk wants.

 

[cwt2nospam]

So? There's no obligation for Twitter to use "technology" to come up with their statement. Twitter qualified their statement in their SEC filings. It's up to investors like Musk to read it.

Here's a free one minute lecture from the Associate Dean of Tulane Law School. Maybe you'll learn something from it.

She's mischaracterizing their statement. Yes, they intended to cover their tracks with "significant judgement" and THAT is where the fraud is. The actual statement isn't important. What's important is that they pretended to do some research into the bots and pretended to analyze the so-called data that they "researched" and pretended to come up with a figure, but that was all a lie. Nothing they did was an actual, valid attempt at determining the percentage of bots. It was all a scam. Including the wording: "significant judgement."

 

[seek3r]

Twitter is completely off their meds Elon is going to force them into court, then force them to disclose what % of their user base is bots and end up totally screwing the pooch because everyone knows the bot count is a LOT higher than they are advertising.

Given the recent court decisions in favor of Twitter's case moving forward your comment is... not aging well to say the least...

 

[JPack]

She's mischaracterizing their statement. Yes, they intended to cover their tracks with "significant judgement" and THAT is where the fraud is. The actual statement isn't important. What's important is that they pretended to do some research into the bots and pretended to analyze the so-called data that they "researched" and pretended to come up with a figure, but that was all a lie. Nothing they did was an actual, valid attempt at determining the percentage of bots. It was all a scam. Including the wording: "significant judgement."

LOL, ok.

She’s Associate Dean, graduated magna cum lade from Harvard Law, held a clerkship in the Supreme Court, worked for the SEC, and is an experienced corporate litigator.

For some reason, I think her evaluation of the case holds a bit more water than your simple dismissal.

 

[Kenjutsuz]

LOL, ok.

She’s Associate Dean, graduated magna cum lade from Harvard Law, held a clerkship in the Supreme Court, worked for the SEC, and is an experienced corporate litigator.

For some reason, I think her evaluation of the case holds a bit more water than your simple dismissal.

Agree...