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Started By
Message
re: Twitter board unanimously recommends Musk's takeover bid...Has Elon Bit off too much?
Posted on 6/21/22 at 11:18 am to roadGator
Posted on 6/21/22 at 11:18 am to roadGator
“Will the debt portion of the round come together? And then will the shareholders vote in favor?” Musk said Tuesday.
These — along with the issue of fake accounts — are “the three things that need to be resolved before the transaction can complete,” he said.
LINK
These — along with the issue of fake accounts — are “the three things that need to be resolved before the transaction can complete,” he said.
LINK
0
Posted on 6/21/22 at 11:23 am to Decatur
quote:
This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally (the “Enforceability Exceptions”).
quote:20% fake accounts (if that is the case) = clear fraud.
Section 4.8 Disclosure Controls and Procedures.
The Company has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act. The Company has disclosed,based on its most recent evaluation of the Company’s internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud to the Knowledge of the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
This post was edited on 6/21/22 at 11:34 am
Posted on 6/21/22 at 11:39 am to NC_Tigah
Now go read Twitter’s quarterly and annual reports where they state “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 estimated.”
If Musk was really concerned about this (hint: he’s not) he could have done his due diligence prior to making the offer.
If Musk was really concerned about this (hint: he’s not) he could have done his due diligence prior to making the offer.
This post was edited on 6/21/22 at 11:42 am
Posted on 6/21/22 at 11:44 am to Decatur
quote:
If Musk was really concerned about this (hint: he’s not) he could have done his due diligence prior to making the offer.
I believe he already did, and has an accurate estimate of bots,
this guy has access ot all kinds of tech, and piles of money
how can people think he took the SEC stuff at face value,
the real situation is twitter getting sued for false rep to advertisers. That is what twitter has to keep quiet
Posted on 6/21/22 at 11:45 am to Decatur
quote:Right. That sort of disclaimer intimates some potential variability in fake accounts. If the number comes back at 6 1/2% or even perhaps as much as 10%, the disclaimer would be valid. A number >200% of the claim would either represent gross incompetence or fraud. A number >400% of the 5% claim would constitute obvious fraud.
“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 estimated.”
Posted on 6/21/22 at 12:04 pm to moneyg
quote:
If Twitter sues Musk, and Musk's contention is that Twitter committed fraud based on it's false public reporting of users, you are saying he won't get access to that information during discovery?
Twitter and its attorneys aren't dumb...their disclosures are stated as estimates and they note the estimates could be wrong.
quote:
Of course. And smart people said that from the beginning. But, that's a huge shift from the "close or be sued" stance you had a minute ago.
In this thread people are saying he has outs in the contract based on some imagined rep/warranty or some due diligence/defect provision. Neither is the case. I have always stated that what he was doing was outside of the contract and have never shifted from that view.
Posted on 6/21/22 at 12:06 pm to NC_Tigah
quote:
Right. That sort of disclaimer intimates some potential variability in fake accounts. If the number comes back at 6 1/2% or even perhaps as much as 10%, the disclaimer would be valid. A number >200% of the claim would either represent gross incompetence or fraud. A number >400% of the 5% claim would constitute obvious fraud.
There's additional language around the spam account disclosure which limits it to something like active or inactive accounts. It's heavily lawyered.
Posted on 6/21/22 at 12:08 pm to dr
quote:
I believe he already did, and has an accurate estimate of bots,
this guy has access ot all kinds of tech, and piles of money
how can people think he took the SEC stuff at face value,
Then maybe he should have included a rep/warranty regarding bots or included the right to due diligence the company post signing and pre-closing or bid accordingly. But he did none of that.
Posted on 6/21/22 at 12:10 pm to xxTIMMYxx
quote:
What is 10B on 250B
4%
Posted on 6/21/22 at 12:12 pm to NC_Tigah
quote:
fraudulent conveyance,
This has nothing to do with fraud regarding bots.
Section 4.8 is a rep/warranty. You can enforce a rep/warranty, when there is no pre-close due diligence, post close when you have access to the data and can prove a breach.
This merger agreement is basically a sign and close subject to financing.
Posted on 6/21/22 at 12:15 pm to Decatur
quote:That is such an interesting take. A businessman undercutting the value of his purchase in advance for no particular reason or concern. Is that your m.o. when acquiring a business?
If Musk was really concerned about this (hint: he’s not)
Anecdotally, I've never wanted to crush intrinsic value prior to a set-price purchase.
This post was edited on 6/21/22 at 12:16 pm
Posted on 6/21/22 at 12:15 pm to CU_Tigers4life
At this point, Musk is better to walk away and pay the 1B fee rather than eat 15B in market cap.
The exposure of Twitter and its immense fake accounts, along with him publicly walking away, will tank the stock even more.
He can laugh that 1B off and watch it all burn.
The exposure of Twitter and its immense fake accounts, along with him publicly walking away, will tank the stock even more.
He can laugh that 1B off and watch it all burn.
Posted on 6/21/22 at 12:18 pm to cwill
quote:Nothing in Delaware law "is basically a sign and close" when intentional fraud is demonstrably at play.
This merger agreement is basically a sign and close subject to financing.
Posted on 6/21/22 at 12:38 pm to Decatur
quote:
If Musk was really concerned about this (hint: he’s not) he could have done his due diligence prior to making the offer.
I don't know why this is really so mystical that we have to spend pages arguing the nuance of a legal agreement most of us haven't even read much less understood. Musk knew what he was getting into. There's no 12D Chess going on. He is getting what he bought in for. None of this is a surprise. The only question that matters is why?
Posted on 6/21/22 at 4:03 pm to NC_Tigah
quote:
Nothing in Delaware law "is basically a sign and close" when intentional fraud is demonstrably at play.
Believe as you wish…despite assuming things in the contract that weren’t there, that there’s no due dil.
Posted on 6/21/22 at 4:31 pm to cwill
Be awesome if he writes them a hot check from a fake checking account.
"how many zeros in a billion?"
"how many zeros in a billion?"
Posted on 6/21/22 at 4:33 pm to cwill
quote:
Believe as you wish…
You're under the impression seller fraud, even if recognized before closure, results in a preordained and unrecoverable loss for the buyer??
It's not a matter of "belief".
If the seller deliberately, materially defrauds a buyer, any agreement based on the fraudulent conveyance is voidable.
Posted on 6/21/22 at 4:55 pm to NC_Tigah
You were under the impression there was a contractual provision regarding bots. You also seem to be under the impression musk is entitled to data to due diligence pre close or that he can just assert unsupported claims of fraud pre-close and kill the deal. None of that is the case.
For him to destroy the deal post close would require a massive but on the bots outside of the wide berth wired in by twitter legal.
But musk isn’t interested in that. He’s trying to rework the price outside of the contract via threats.
For him to destroy the deal post close would require a massive but on the bots outside of the wide berth wired in by twitter legal.
But musk isn’t interested in that. He’s trying to rework the price outside of the contract via threats.
Posted on 6/21/22 at 5:09 pm to CU_Tigers4life
The initial reaction to his offer, weeks ago, was “it’s not enough” from a couple of stockholder groups including the Saudis.
Now, after giving Twitter a financial colonoscopy, seems like they can’t wait to sell.
Posted on 6/21/22 at 5:10 pm to cwill
quote:The issue is fraud.
You were under the impression there was a contractual provision regarding bots.
quote:No.
You also seem to be under the impression musk is entitled to data to due diligence pre close
DD is a totally separate condition.
DD reviews quality/condition of the purchase (separate from deliberate fraud).
No buyer is REQUIRED BY LAW to be penalized for signing a purchase agreement when material fraud is identified prior to closing.
Your understanding to the contrary is ... amazing.
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