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re: Twitter is pursuing legal action to enforce Elon’s merger agreement. LOL
Posted on 7/8/22 at 10:41 pm to Gifman
Posted on 7/8/22 at 10:41 pm to Gifman
He actually has made some good points about the contract. However, Delaware law is clear about material misrepresentations in negotiations. Twitter is going to have to provide the info Musk was asking for to win the billion. I doubt they want that fight. Musk doesn’t care. His net worth fluctuates by more than a billion daily.
1
Posted on 7/8/22 at 10:42 pm to Gifman
quote:
Gifman
Who?
Posted on 7/8/22 at 10:44 pm to cwill
quote:
The typical “wait for discovery bro!” type post.
Dude. I give you credit where it is due on the contract interpretation. However, if there ever was a case where discovery is at the center of the dispute, this is it. Musk is going to claim material misrepresentation. Twitter will deny. Discovery is absolutely where that will get figured out.
Posted on 7/8/22 at 10:44 pm to BBONDS25
quote:
Twitter is going to have to provide the info Musk was asking for to win the billion.
What obligates them to share more info other than their desire to avoid the damage litigation will cause?
Posted on 7/8/22 at 10:45 pm to cwill
quote:
What obligates them to share more info other than their desire to avoid the damage litigation will cause?
A motion to compel. If they drop their suit, you are correct. If they don’t….
Posted on 7/8/22 at 10:48 pm to BBONDS25
quote:
A motion to compel. If they drop their suit, you are correct. If they don’t….
So the theory is they knew the 5% was bogus, he waived due diligence, walked away, yet Twitter is suing to enforce the terms knowing the 5% sinks them if true? Are they that hard up for $1 billion?
This post was edited on 7/8/22 at 10:52 pm
Posted on 7/8/22 at 10:48 pm to cwill
quote:
Who?
Someone who works for a living. Try it.
Posted on 7/8/22 at 10:49 pm to BBONDS25
quote:
Twitter will deny. Discovery is absolutely where that will get figured out.
Im not arguing that discovery will occur, but the certainty that it will bear the fruit the poster claimed. Basically he’s concluded, without evidence, that the spam count is fraudulent and Twitter is in an inescapable vice.
Posted on 7/8/22 at 10:49 pm to Gifman
quote:
Someone who works for a living.
Doing what?
Posted on 7/8/22 at 10:50 pm to boosiebadazz
quote:
So the theory is they knew the 5% was bogus, he waived due diligence, walked away, yet Twitter is suing to enforce the terms knowing the 5% sinks them if true? Are they they hard up for $1 billion?
8D ChEsS!
Posted on 7/8/22 at 10:51 pm to cwill
You’ll get a hint from my previous post in this thread. You’re dense, so I’m not surprised you missed it.
Posted on 7/8/22 at 10:52 pm to Gifman
C’mon dude, you’re the Billy badass coming in hot with insults. Give us your bona fides!
This post was edited on 7/8/22 at 10:55 pm
Posted on 7/8/22 at 10:53 pm to boosiebadazz
quote:
So the theory is they knew the 5% was bogus, he waived due diligence, walked away, yet Twitter is suing to enforce the terms knowing the 5% sinks them if true? Are they they hard up for $1 billion?
Exactly. Twitter either did not overstate their 5% number materially or they are playing a game. I don’t know which it is.
The crux of the case will come down to material misrepresentations during negotiations. Musk will have to show they made a representation. He will then use discovery to try and prove it was materially misleading.
Cwill has been spot on, in my opinion, regarding the contract. So Musk must fall back on Delaware law regarding negotiations. You are very aware that Delaware law is extremely vetted and the reason many corps incorporate there. Their laws are clear about misrepresentations during negotiations. Twitter has obfuscated every step of the way when Musk asked for more detail on users. If they made a representation during negotiations Twitter is hosed. If they didn’t, Musk will pay 1 billion. That is my opinion. I could be wrong.
This post was edited on 7/8/22 at 10:57 pm
Posted on 7/8/22 at 10:56 pm to cwill
quote:
Im not arguing that discovery will occur, but the certainty that it will bear the fruit the poster claimed. Basically he’s concluded, without evidence, that the spam count is fraudulent and Twitter is in an inescapable vice.
Agreed. The only basis for the claim Twitter is hiding something is their refusal to produce. The board fought this takeover from day one. Who knows what games are being played. Lots of highly paid lawyers posturing on both sides. However, if this case moves forward, Musk will get the info he was requesting. What that info says could be criminal, could be a nothing burger, and could or could not cost Musk a billion. I wish I could gamble with a billion.
Posted on 7/8/22 at 10:57 pm to BBONDS25
quote:
If they didn’t, Musk will pay 1 billion.
But why would Twitter file suit if they know there is even the possibility they lied and it could come out?
Why not just engage the PR team to put it out he was overleveraged and play it there?
It’s almost a bet the company play over $1 billion. Their reward for filing suit is max $1 billion. Their risk (knowing the 5% was bunk) is shareholder suits into insolvency.
Why risk it unless you know you’re legit?
This post was edited on 7/8/22 at 10:58 pm
Posted on 7/8/22 at 10:58 pm to boosiebadazz
They are painted into a corner now.
It’s 44b from Musk or they end up a penny stock.
It’s 44b from Musk or they end up a penny stock.
Posted on 7/8/22 at 11:00 pm to boosiebadazz
quote:
But why would Twitter file suit if they know there is even the possibility they lied and it could come out?
This is the biggest indicator they didn’t make any representations during negotiations.
However, the Twitter board has also made many moves that don’t appear to be in the best interest of their shareholders. They have a fiduciary responsibility. If they did frick up and they don’t sue, they are facing lawsuits form their shareholders. If the shareholders can Pierce the veil they would be personally responsible.
Lots of moving parts, man. I see your point. But I also don’t discount the boards motives for self preservation.
Posted on 7/8/22 at 11:00 pm to Vacherie Saint
quote:
They are painted into a corner now.
Why would a company backed into a corner voluntarily place themselves within the subpoena power of a court?
Posted on 7/8/22 at 11:01 pm to BBONDS25
quote:
The only basis for the claim Twitter is hiding something is their refusal to produce.
Or Twitter knows they don’t have the obligation and they’re dealing with a guy known to act outside of the contract, who clearly has buyers remorse after the overall tech collapse that has him overpaying plus a collapse in the values of his companies he’s using as leverage.
I predict and have predicted a negotiated settlement, because litigation and delay is musks leverage due to the damage it does to Twitter. I think musk pays some sorta break up fee when all is said and done.
This post was edited on 7/8/22 at 11:01 pm
Posted on 7/8/22 at 11:01 pm to boosiebadazz
My guess is they are arguing that they met the terms of the agreement and are hoping the court agrees and they disclose nothing further.
If they lose, the stock tanks. If they do nothing the stock tanks. This might be their only play
If they lose, the stock tanks. If they do nothing the stock tanks. This might be their only play
This post was edited on 7/8/22 at 11:03 pm
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