<
https://www.techdirt.com/2022/07/08/musks-attempt-to-get-out-of-the-twitter-deal-proceeding-exactly-as-predicted-what-happens-next/>
"In news that is not surprising at all, and seems to be playing out just as
people predicted a month ago, Elon Musk has officially claimed that Twitter is
in breach of its merger agreement and says he’s pulling out of the deal. The
actual details, of course, are not that simple. There is no actual escape hatch
like that here. Musk made a legal agreement to pay $44 billion for the company
and can’t just walk away.
As we noted back in June, he appeared to have hired some very expensive lawyers
to come up with some sort of pretext for walking away, and it’s playing out
exactly in the manner described. Musk had specifically waived his rights to due
diligence prior to the deal, but the merger agreement did include a promise to
provide Musk with necessary data to conclude the deal.
For much of the month of May, Musk (who must be a terrible fucking poker
player) telegraphed his intentions to bail on the deal by whining about how
much spam there was. This made no sense at any level. First, when Musk
announced the deal, he insisted he was doing it in order to tackle the spam
challenge on the platform (a problem that really doesn’t impact most users of
the site — but does impact the very most high profile users like Musk). So to
then suddenly start whining about spam seems transparently a pretext.
Also, it was a pretext that couldn’t void the deal.
So, his second attempt to come up with an excuse was to claim that Twitter
publicly lied to the SEC in its filings regarding how much spam was counted
among its monetizable daily active users. This also seemed ridiculous, as
Twitter had been publicly reporting those numbers for quite some time, and Musk
could have explored those prior to the deal itself but, again,
deliberately
chose to waive those rights. You can’t do a deal in which you agree not to
explore the data, and then complain that you hadn’t seen the data."
Cheers,
*** Xanni ***
--
mailto:xanni@xanadu.net Andrew Pam
http://xanadu.com.au/ Chief Scientist, Xanadu
https://glasswings.com.au/ Partner, Glass Wings
https://sericyb.com.au/ Manager, Serious Cybernetics
