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re: Twitter is pursuing legal action to enforce Elon’s merger agreement. LOL
Posted on 7/8/22 at 11:02 pm to boosiebadazz
Posted on 7/8/22 at 11:02 pm to boosiebadazz
quote:
would a company backed into a corner voluntarily place themselves within the subpoena power of a court?
A VERY good point. Only thing I can think of is kicking the can. Rather than face suits from advertisers and investors that could potentially implicate the board members personally, they file suit and hope for a settlement.
I would not be surprised to see Musk get Twitter for 60% of his initial offer.
0
Posted on 7/8/22 at 11:03 pm to cwill
quote:
Or Twitter knows they don’t have the obligation and they’re dealing with a guy known to act outside of the contract
Delaware law is clear. If material misrepresentations were made to induce the contract, the contract can be voided.
Posted on 7/8/22 at 11:03 pm to Vacherie Saint
But their maximum reward for that is $1 billion. Their risk if they did make a material misrep is insolvency and bankruptcy.
It just doesn’t make sense.
It just doesn’t make sense.
This post was edited on 7/8/22 at 11:05 pm
Posted on 7/8/22 at 11:05 pm to boosiebadazz
quote:
But their maximum reward for that is $1 billion. Their risk if they did make a material misrep of insolvency and bankruptcy. It just doesn’t make sense.
Agreed 100%. Unless they are facing personal liability. Then….kick the can and hope for a settlement.
That is clearly wild speculation. I have no clue what the reason is. I am very interested to see how it plays out.
This post was edited on 7/8/22 at 11:06 pm
Posted on 7/8/22 at 11:05 pm to LSUAngelHere1
Elon delivers on his Twitter deal just like he delivers on his cyber truck
Posted on 7/8/22 at 11:05 pm to BBONDS25
A good thought.
Posted on 7/8/22 at 11:07 pm to BBONDS25
What pierces the veil here?
I’d imagine any disclosure to Musk goes through multiple layers of verification.
What gets the individual members on the hook enough to take this risk? Any D&O policy will cover most of this, absent clear, abject fraud emanating from a D&O himself…
Their content moderation may suck, but there is still a lot of serious, sophisticated money tied up in the company and I can’t imagine they didn’t have top notch representation during this as well.
I’d imagine any disclosure to Musk goes through multiple layers of verification.
What gets the individual members on the hook enough to take this risk? Any D&O policy will cover most of this, absent clear, abject fraud emanating from a D&O himself…
Their content moderation may suck, but there is still a lot of serious, sophisticated money tied up in the company and I can’t imagine they didn’t have top notch representation during this as well.
This post was edited on 7/8/22 at 11:23 pm
Posted on 7/8/22 at 11:09 pm to VoxDawg
quote:
Welp, the end of days is truly upon us. I just up voted a Decatur post.
But, you do realize that Decatur posted that because in his dysfunctional set of synapses that pose as a brain; he thinks that Twitter will nail Musk to the wall in court and make him pay the full original offer price? He is not thinking about discovery; and the resulting fraud, stock manipulation, and SEC violations that will come to light if it goes to court. He is not thinking with anything other than pure emotion; Musk is bad.
The Gif he posted is the right one. But not for the reason he thinks.
Posted on 7/8/22 at 11:13 pm to boosiebadazz
quote:
pierces the veil here?
Usually it requires gross negligence. I’ll admit, I haven’t litigated a Delaware case for nearly 10 years. I don’t know for sure. I don’t know if a material misrepresentation meets the standard.
quote:
gets the individual members on the hook enough to take this risk? Any D&O policy will cover most of this, absent clear, abject fraud emanating from a D&O himself…
Agreed. And I appreciate the discussion with you and cwill who obviously understand this process. If memory serves D&O covers negligence but not gross negligence? You probably know better than I.
I am sure that Musk isn’t worried about 1 billion dollars. As I’ve said before, his net worth fluctuates more than that daily. What I do wonder is what was Musk’s play here if he never intended to buy. Same hypothetical as the Twitter board from the other side.
The only people that win here are the lawyers. Which, if I recall correctly, is great for you, me, and cwill.
Posted on 7/8/22 at 11:25 pm to boosiebadazz
quote:
But their maximum reward for that is $1 billion.
The max reward is a forced close and $44B. Musk can’t just pay $1B and walk away without cause…it’s limited and Twitter has specific performance rights.
Posted on 7/8/22 at 11:25 pm to BBONDS25
quote:
What I do wonder is what was Musk’s play here if he never intended to buy.
I think he went out on a limb, got overleveraged, the market tanked, Tesla took a hit, and he’s looking at owning a sinking tech company with no real room for ad revenue growth at the risk of losing his baby and main source of wealth.
I’m sure the financing he secured had brackets of Tesla stock price that had to maintain or they could call it all in.
I think he (ironically enough) just ran his mouth on Twitter too much and his pocket book couldn’t back it up.
This post was edited on 7/8/22 at 11:29 pm
Posted on 7/8/22 at 11:28 pm to boosiebadazz
Of everyone takes their PT glasses off and just looks at this as a biz deal it’s clearly buyers remorse in a collapsing market that affects the target asset and the buyers finances.
Posted on 7/8/22 at 11:29 pm to cwill
quote:
without cause…it’s limited and Twitter has specific performance rights.
Did not know that. Is the agreement public? I’d imagine Twitter had to disclose to the SEC somewhere… you have a link?
Posted on 7/8/22 at 11:30 pm to boosiebadazz
Everything is public.
Posted on 7/8/22 at 11:31 pm to boosiebadazz
quote:
I think he (ironically enough) just ran his mouth on Twitter too much and his pocket book couldn’t back it up.
Not a bad theory. If he is forced to buy Twitter for 44BB that would be what, a third of his net worth? That would sting for a failing company, for sure.
In the end, I am glad it’s going down this way. If Elon is only worth 100BB after this and Twitter is either exposed or owned by Musk. Win for me.
Posted on 7/8/22 at 11:33 pm to j1897
quote:
Elon has made a grave mistake here, you can't just walk away from a merger like this.
But this isn’t a merger…. He made an offer to buy something contingent on due diligence findings. Similar to making an offer on a house; but only if the inspection comes back satisfactory and it isn’t eaten up with termites.
Twitter didn’t let the home inspector go in the crawl space and even check for termites. They blocked him off and said no, you can’t look down there.
What experience do you have with multi-billion dollar acquisitions? I personally have zero. But you seem to be very confident in your position. Please provide some more concrete data. Thank you.
Posted on 7/8/22 at 11:34 pm to cwill
quote:
The max reward is a forced close and $44B. Musk can’t just pay $1B and walk away without cause…it’s limited and Twitter has specific performance rights.
True. If they get specific performance granted. Which you and I both know is very hard, especially with a 1BB clause. Specific performance would be the ultimate win in court for Twitter. No penalty and an SEC investigation would be the ultimate worst case scenario for Twitter. Where it lands is the question none of us k ow the answer to. What they said in negotiations will be big.
Posted on 7/8/22 at 11:35 pm to cwill
quote:
collapsing market that affects the target asset and the buyers finances.
I know you have read the contract. Was getting financing part of it?
Posted on 7/8/22 at 11:35 pm to BBONDS25
quote:
a third of his net worth? That would sting for a failing company, for sure.
I’m sure the banks did their due diligence that he had not pledged that Tesla stock elsewhere, but I’m curious to know just how much Tesla
stock he’s pledged in the aggregate.
Is Space X profitable? Is he securing operating capital for that from Tesla stock? For whatever reason, this feels like a house of cards teetering. Certainly not teetering anywhere near bankruptcy or the tax bracket where you and I live, but it feels like there’s something here that sobered Musk tremendously
This post was edited on 7/8/22 at 11:39 pm
Posted on 7/8/22 at 11:37 pm to BBONDS25
quote:
SEC investigation
Considering how toothless and not proactive the SEC is, Twitter probably isn’t worried.
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