re: Twitter board unanimously recommends Musk's takeover bid...Has Elon Bit off too much?

So...neither you nor cwill read the frickin contract.

Guess what...there are clauses in there ... There is no waiver of anything. It is your standard business purchase agreement with high powered law firms that are allowed to look at the books, the records and any other information.

But..feel free to make up more stuff.

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Is he prone to just doing dumb shite and having no plan when he goes into a deal?

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I wouldn’t call it dumb shite but his calculations have always seemed odd. And he’s been bailed out by surrounding himself with some insanely smart and hard working people that get these deals done. There’s a reason I charge them more than other clients. It’s always going to be a bit of a shite show but they seem happy to pay it.

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But..feel free to make up more stuff.

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you’ve never done anything like this and just proving how little you know about it.

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you’ve never done anything like this and just proving how little you know about it.

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He’s embarrassing himself.

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Copy paste the due diligence provisions…the due diligence provisions, the price adjustment provisions and square that with his proposal and the proxy statement which specifically provides diligence was waived:

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If there was fraud or even conversations not in earnest during the discussions leading to the contract, Delaware law provides that the contract will be vitiated unless fraud or bad faith are specifically waived. So, if Twitter in negotiations made a claim regarding their numbers they knew to be false, the contract can be voided.

They are only doing it because the offering for stocks whenever it was high. The stocks are in the tank so obviously they wanted to close with the price of the original offering

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Copy paste the due diligence provisions

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I posted the entire contract and explained, in legal terms, the provisions. I asked you to show me in the contract. You never read it. Says enough about your motives and comprehension right there.

Musk nor his lawyers do the proxy statement. They have a contract.

Just to follow up: THERE IS NOTHING IN THE SEC FILINGS OR IN THE CONTRACT ABOUT "WAIVING DUE DILIGENCE".

As for the SEC Filing, lets look at the language:

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The Merger Agreement contains customary representations, warranties and covenants made by each of Twitter, Parent, Acquisition Sub and, for purposes of certain provisions, Mr. Musk, including, among others, covenants by Twitter regarding the conduct of its business prior to the closing of the Merger.

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The Merger Agreement contains representations and warranties by each of Parent, Acquisition Sub and Twitter. These representations and warranties were made solely for the benefit of the parties to the Merger Agreement and:



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should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;



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may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement;



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may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws; and



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were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.

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You can read the entire filing here LINK

As for the contract, I know Skadden Arps to be a very powerful law firm that knows their stuff. Apparently you disagree. Paragraph 6.4 gives Musk and his team access to all information:

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Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access (at Parent’s sole cost and expense), in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable written notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement;

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You can read it here LINK

Musk argument is that they have refused to provide records or access. Skadden has informed them of that as a condition of a material breach.

Can you show me where, in either the SEC filing or the actual contract that Musk waived his right to look at the records or inspect? I'm not seeing it.

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You and Wednesday should should partner up and start a firm.

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Well, cuz .... facts are stubborn things.

You're arguing TWTR desires to close this deal posthaste, that Musk is entitled no diligence whatsoever, that apparent duplicity in public and sworn corporate disclosures would not constitute material adverse effect .... and yet TWTR's own legal team continues negotiations in anathematic contradiction to your legal premise.

Perhaps TWTR's legal team is simply a firm full of giving Samaritans happily bestowing concessions upon adversarial foils where no right to them exists? .... exercising a sort of "Do unto others..." "Turn the other cheek" legal philosophy while on their client's dime??

or ...

Perhaps, just perhaps, the law is being put to TWTR just as it's being put to you and billion dollar billjamin in this thread.

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Twitter gives Elon Musk more data amid spam, fake account dispute: report
Musk has disputed Twitter's internal estimate that spam, fake accounts make up less than 5% of users
By Lucas Manfredi
June 24, 2022

After handing over a "firehose" of user data earlier this month, Twitter has reportedly given Elon Musk even more.

Insider reports that Musk's legal team sent a letter to Twitter's board last week, claiming that the data received so far was "not adequate." Sources told the outlet that Musk was "unhappy" with the data received because his team was unable to perform their own tests to determine the percentage of spam and fake accounts.

The new data reportedly includes real-time API information, which Musk's team says will allow them to conduct their own analysis, according to Insider.

LINK

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Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence.

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Musk's Amendment to his Schedule 13D filed on April 21:

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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.

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LINK