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re: Twitter sues Elon Musk for violating $44 BLN merger agreement
Posted on 7/19/22 at 10:34 pm to dafif
Posted on 7/19/22 at 10:34 pm to dafif
quote:
As for specific performance, it does not seem to gel with the 1 billion buyout language
It’s not a buyout. It’s more akin to liquidated damages and only applies for breaking the deal under certain conditions. He can’t walk for no reason and pay $1B…thats where specific performance comes in and the basis for the suit.
0
Posted on 7/19/22 at 10:39 pm to Havoc
quote:
What do you think you’re proving? One party’s complaint in a lawsuit is just that.
He waived due dil, there’s no due dil provision or defect/price adjustment mechanism in the agreement. Furthermore, in the proxy statement, which musk approved, specifically states a material consideration in accepting the musk offer was the waiver of due dil.
Of course if there is a material misrepresentation that is an MAE he can walk, but he has no evidence that there was a misrepresentation in the sec filings. In fact the filings are so vague and caveated that I can’t see how musk can come close to showing a bust on that r&w.
This dispute is screaming for a settlement somwhere between $1 - 44B…regardless Twitter is severely wounded and it’s their fault for trusting an untrustworthy musk.
This post was edited on 7/20/22 at 3:40 am
Posted on 7/19/22 at 10:44 pm to Decatur
Great work dude.
Posted on 7/19/22 at 10:44 pm to Decatur
quote:
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 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
And this is where the percentage of bots becomes a major issue.
Posted on 7/19/22 at 11:19 pm to cwill
quote:I think he's on the hook for it. He has the money, just pay it and move on.
waived due dil, there’s no due dil provision or defect/price adjustment mechanism in the agreement. Furthermore, in the proxy statement, which musk approved, specifically states a material consideration in accepting the musk offer was the waiver of due dil.
Of course if there is a material misrepresentation that is an MAE he can walk, but he has no evidence that there was a misrepresentation in the sec filings. In fact the filings are so vague and caveated that I can’t see how musk can come close to showing a bust on that r&w.
This dispute is screaming for a settlement somwhere between $1 - 44B…regardless Twitter is severely wounded and it’s their fault for trusting an untreatable musk.
Posted on 7/19/22 at 11:50 pm to Bobby OG Johnson
If Musk gives this lawsuit more than 3 minutes of his time I’d be shocked.
Posted on 7/20/22 at 12:12 am to Havoc
quote:
What do you think you’re proving? One party’s complaint in a lawsuit is just that.
lol his argument is that Twitter’s “buy us even though we may be shitty and liars” is some kind of win for the cause.
Posted on 7/20/22 at 12:12 am to Decatur
quote:
Woof this complaint makes Musk look like a dumbass.
Someone dropped the dime to Musk those user numbers were inflated and that bots represented way more than what was suggested. Musk uses this information to force them to have to expose themselves or dig in. Either way they are done with. A man like Musk doesn't spend that kind of money without already knowing the answers to the questions.
Posted on 7/21/22 at 10:11 am to TheQuestioner
quote:
Saving this comment for when the outcome occurs.
So brave.
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