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Started By
Message
re: Twitter sues Elon Musk for violating $44 BLN merger agreement
Posted on 7/12/22 at 5:38 pm to Bobby OG Johnson
Posted on 7/12/22 at 5:38 pm to Bobby OG Johnson
2
Posted on 7/12/22 at 6:48 pm to Bobby OG Johnson
Doing the math. 500000 x 365 = 182 million accounts per year
For the last 5 years that is about 900 million accounts
That sounds verifiable
For the last 5 years that is about 900 million accounts
That sounds verifiable
Posted on 7/12/22 at 6:49 pm to Lightning
quote:
Go for it. Discovery is going to be fun
The only thing this board overvalues more than discovery is audits.
Posted on 7/12/22 at 10:27 pm to Stagliano
quote:
How would that work exactly? Genuinely curious. Would they have done some type of time stamped snapshot of the user database or something
Seems like it’d be insanely complicated for either side to use to their benefit
But then again I know literally nothing about what I’m asking
When I say their life must suck it's (if they are experienced in any way) they are acutely aware whatever workflow they show, will be scrutinized far beyond anything experienced in their professional careers. It will be likened to a math proof for an advanced degree with the math chair from several schools taking notes. Several people will be checking their processes (from Musk's side alone... and he's a expert analyst/ programmer/witness in his own right -- and can spot flaws being presented or overlooked).
They will have to look for 'edge-cases' to support their decisions, have rebuttals prepared for attacks of their decision making... stating theirs is the methodology which has been used in the past. If they are thorough, they will make certain their numbers are consistent now, 6 months ago and 2 years back.
Because as bad as Musk's case will be... shareholder (and SEC) investigations will be even worse. If they can't come up with something plausible, expect this never to come to the light of day... as in Musk and Twitter walk with each side being bound by non-disclosure.
Posted on 7/12/22 at 11:56 pm to Bobby OG Johnson
He have a great sense of humor.
This post was edited on 7/13/22 at 12:00 am
Posted on 7/13/22 at 2:00 am to mmcgrath
quote:
The purchase agreement was written to exclude any due diligence.
Musk's lawyers said differently in the letter they sent to Twitter when canceling the sale.
quote:
Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction
This post was edited on 7/13/22 at 2:03 am
Posted on 7/13/22 at 2:12 am to cwill
Posted on 7/13/22 at 2:41 am to Bobby OG Johnson
I think musk gets fricked.
Posted on 7/13/22 at 2:58 am to ChineseBandit58
quote:
- or else have Musk turn it into what it should be = an open forum for political discussion.
You realize that not all of twitter is politics right?
Posted on 7/13/22 at 5:34 am to Decatur
quote:Thanks
Complaint
quote:• Material misrepresentation in an SEC filing is a crime.
The agreement contains various representations by Twitter, including that its SEC filings since January 1, 2022, at the time filed or at the time amended or supplemented, are complete and accurate in all material respects, fairly depict the financial condition of the company in all material respects, and were prepared in agreement contains various representations by Twitter, including that its SEC filings since January 1, 2022, at the time filed or at the time amended or supplemented, are complete and accurate in all material respects, fairly depict the financial accordance with GAAP. Id. § 4.6. Any inaccuracy in these representations does not excuse closing unless it rises to the level of a Company Material Adverse Effect. Id. § 7.2(b).
42. Company Material Adverse Effect is defined as: any change, event, effect or circumstance which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole . . . .
• TWTR represented both in SEC filings and under oath Bots comprised <5% of total activity.
• TWTR admits refusing bot-count verification in this deal.
• TWTR claims such refusal has diminished its stock price (down $16B from the $44B proposal), and
• TWTR claims this refusal "cast a pall over Twitter and its business." (Translation: Jefferies analysts calculate TWTR drops to 23.50 if Elon walks away)
So Decatur,
(1) Does a judge ignore the fact and implications of TWTR's refusal to allow verification of SEC filing accuracy, and tell Musk, "Take it at $54.20, or leave it"? If he does, Musk walks, TWTR shares drop massively, and shareholders are destroyed; or
(2) Does a judge ask TWTR why it is suspiciously damaging itself by refusing to allow verification of claims (<5% Bots) which were made on its behalf in SEC filings, and under oath. Does he demand TWTR do so, or alternatively close at a much lower, renegotiated price?
This post was edited on 7/13/22 at 5:38 am
Posted on 7/13/22 at 5:43 am to mmcgrath
quote:
or pay $10 billion to walk away.
Posted on 7/13/22 at 8:14 am to NC_Tigah
On Fox News this morning they stated musk signed a 33 billion personal guarantee. Good lawd
Posted on 7/13/22 at 8:36 am to roguetiger15
quote:The only guarantee is $1B if either party walks w/o cause.
On Fox News this morning they stated musk signed a 33 billion personal guarantee.
Posted on 7/13/22 at 8:44 am to NC_Tigah
quote:
(1) Does a judge ignore the fact and implications of TWTR's refusal to allow verification of SEC filing accuracy, and tell Musk, "Take it at $54.20, or leave it"? If he does, Musk walks, TWTR shares drop massively, and shareholders are destroyed; or
Musk waived due diligence when he agreed to buy Twitter.
Posted on 7/13/22 at 8:45 am to mmcgrath
No, that's not how it works....jezuz....
You're essentially arguing that Twitter said "jack, jack, no take back!" and that it is somehow binding....
You're essentially arguing that Twitter said "jack, jack, no take back!" and that it is somehow binding....
This post was edited on 7/13/22 at 8:47 am
Posted on 7/13/22 at 8:52 am to mmcgrath
quote:
Musk waived due diligence when he agreed to buy Twitter.
You keep posting this despite others offering quotes proving you wrong. Stop.
Posted on 7/13/22 at 8:52 am to ImaObserver
quote:Damn right they do. If a firm has Twitter as a client, they are doing anything and everything to achieve a good result. That’s a huge book of business that a firm wants to protect.
Just remember that the lawyers get paid whether they win or lose. Do they really care?
Posted on 7/13/22 at 8:56 am to mmcgrath
quote:HEY!
Musk waived due diligence when he agreed to buy Twitter.
READ THIS!
TWTR's Lawyers are speaking to you.
quote:GOT IT?
The agreement contains various representations by Twitter, including that its SEC filings since January 1, 2022, at the time filed or at the time amended or supplemented, are complete and accurate in all material respects, fairly depict the financial condition of the company in all material respects, and were prepared in agreement contains various representations by Twitter, including that its SEC filings since January 1, 2022, at the time filed or at the time amended or supplemented, are complete and accurate in all material respects
Posted on 7/13/22 at 8:58 am to Lightning
quote:
How do you figure?
Musk made the offer based on the company information that Twitter reported. The user count is a significant portion of the value of the company, if that count includes a hefty chunk of bots rather than real users, the company has less value. Twitter has been reporting that user count to SEC (defrauding shareholders if it's false) and advertisers.
Exactly. This is a pretty open and shut case of Fraud or it isn't. It also will be very easy to confirm either at the time of the sale, any tampering thereafter, etc etc. I think this is going to be fun to watch, unless you're related to one of the persons criminally guilty of fraud.
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