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Campfire Oracle
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Ecc 10:2
The heart of the wise inclines to the right, but that of a fool to the left.
A Nation which leaves God behind is soon left behind.
"The Lord never asked anyone to be a tax collector, lowyer, or Redskins fan".
I Dindo Nuffin
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He's alleging several material breaches of the agreement, and that usually is grounds for walking from the deal without having to pay a break fee (I haven't read the merger agreement but I've spent 20+ years negotiating these types of deals and I assume the deal provisions are pretty much what any public company deal has).
Usually, if you walk from a deal because you couldn't get regulatory approval, for example, a break fee is due, but when you allege that there was fraud or a significant breach of the material terms of the contract that leave the target with a value far less than originally expected, no break fee is due or payable.
Musk's counsel (Skadden) is very good and I've had to fight them before on mergers...Twitter is in for a heck of a battle.
Eliminate qualified immunity and you'll eliminate cops who act like they are above the law.
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Not sure, but I think he’s hella smarter than they are and better represented.
~Molɔ̀ːn Labé Skýla~
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I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them
You get out of life what you are willing to accept. If you ain't happy, do something about it!
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He might push them to reduce the price based on the number of fake accounts.
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Musk knows the US federal government is underwriting libtard Twitter to control the national conversation.
Musk won't pay. Feds won't pursue because exposure. Nothing happens.
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Think about it. Why would a guy who actually makes something of value want a piece of Oz's curtain?
The only thing worse than a liberal is a liberal that thinks they're a conservative.
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I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them This is going to be the heart of the issue. Twitter refused to provide Musk with details on fake accounts and the understanding at the time of the deal was that approximately 5% of all users were spam/bots. The merger agreement has a condition that there has not been, and as of the date of closing there will be no, matters that rise to the level of a "material adverse effect" that have not already been disclosed. This language basically means that anything that could reasonably be expected to significantly harm the value of the company would constitute a MAE. So what is going to happen when Twitter sues for specific performance (i.e., force Musk to acquire the company) is that the court will have to look at the fake user numbers and the data that was never provided to Musk to determine whether the 5% number was close to accurate. If it is, then Musk has to buy the company. If not, and if the court finds that the number of fake accounts is a MAE, Musk walks without having to pay a thing. The last thing Twitter wants is for their internal user numbers to be made public, and Musk knows this. Musk says that actual number of fake accounts is about 20% of all users, and the court is going to be the one who gets the diligence material to see who is right. I think Musk knows the actual numbers and terminated the deal just so he can destroy Twitter in the courts and through public disclosure of how fake the company is. He's an effing genius and will end up taking down Twitter without having to pay much (other than legal and advisory fees).
Last edited by Remsen; 07/08/22.
Eliminate qualified immunity and you'll eliminate cops who act like they are above the law.
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Id wager Twitter arguably misrepresented what they were offering. Thus Musk withdrawing the offer is justified. Id say no forfit.
love, joy, peace, patience, kindness, goodness, faithfulness, 23 gentleness, self-control
& Proverbs 21:19
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Campfire Oracle
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[bleep]. All youse guys above are spot on. Unreal.
Ecc 10:2
The heart of the wise inclines to the right, but that of a fool to the left.
A Nation which leaves God behind is soon left behind.
"The Lord never asked anyone to be a tax collector, lowyer, or Redskins fan".
I Dindo Nuffin
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He might push them to reduce the price based on the number of fake accounts. That appears to be a good strategy in this case.
NRA Patron
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That <5% spam bot claim was not true according to Elon's investigation. He is not going to pay. May get it at a greatly reduced price though.
A person who's happy will make others happy. Anne Frank
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I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them This is going to be the heart of the issue. Twitter refused to provide Musk with details on fake accounts and the understanding at the time of the deal was that approximately 5% of all users were spam/bots. The merger agreement has a condition that there has not been, and as of the date of closing there will be no, matters that rise to the level of a "material adverse effect" that have not already been disclosed. This language basically means that anything that could reasonably be expected to significantly harm the value of the company would constitute a MAE. So what is going to happen when Twitter sues for specific performance (i.e., force Musk to acquire the company) is that the court will have to look at the fake user numbers and the data that was never provided to Musk to determine whether the 5% number was close to accurate. If it is, then Musk has to buy the company. If not, and if the court finds that the number of fake accounts is a MAE, Musk walks without having to pay a thing. The last thing Twitter wants is for their internal user numbers to be made public, and Musk knows this. Musk says that actual number of fake accounts is about 20% of all users, and the court is going to be the one who gets the diligence material to see who is right. I think Musk knows the actual numbers and terminated the deal just so he can destroy Twitter in the courts and through public disclosure of how fake the company is. He's an effing genius and will end up taking down Twitter without having to pay much (other than legal and advisory fees). Interesting perspective Remsen. I appreciate your analysis because I don't have much background in the Merger and Acquisition space, and I'm not a lawyer. Your take on this makes sense to me. I'm not really an Elon Musk fan, but I hope he succeeds in this.
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Campfire Oracle
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Campfire Oracle
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I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them This is going to be the heart of the issue. Twitter refused to provide Musk with details on fake accounts and the understanding at the time of the deal was that approximately 5% of all users were spam/bots. The merger agreement has a condition that there has not been, and as of the date of closing there will be no, matters that rise to the level of a "material adverse effect" that have not already been disclosed. This language basically means that anything that could reasonably be expected to significantly harm the value of the company would constitute a MAE. So what is going to happen when Twitter sues for specific performance (i.e., force Musk to acquire the company) is that the court will have to look at the fake user numbers and the data that was never provided to Musk to determine whether the 5% number was close to accurate. If it is, then Musk has to buy the company. If not, and if the court finds that the number of fake accounts is a MAE, Musk walks without having to pay a thing. The last thing Twitter wants is for their internal user numbers to be made public, and Musk knows this. Musk says that actual number of fake accounts is about 20% of all users, and the court is going to be the one who gets the diligence material to see who is right. I think Musk knows the actual numbers and terminated the deal just so he can destroy Twitter in the courts and through public disclosure of how fake the company is. He's an effing genius and will end up taking down Twitter without having to pay much (other than legal and advisory fees). Yep, and who said 4 years ago Facebook and Twitter would go under, into receivership OR become public Utilities? Dont tell me I have to go back and dig up and post the Q drop that said that again, Remey.  That Q is such a funny larp. 
Last edited by jaguartx; 07/08/22.
Ecc 10:2
The heart of the wise inclines to the right, but that of a fool to the left.
A Nation which leaves God behind is soon left behind.
"The Lord never asked anyone to be a tax collector, lowyer, or Redskins fan".
I Dindo Nuffin
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Campfire Outfitter
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I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them This is going to be the heart of the issue. Twitter refused to provide Musk with details on fake accounts and the understanding at the time of the deal was that approximately 5% of all users were spam/bots. The merger agreement has a condition that there has not been, and as of the date of closing there will be no, matters that rise to the level of a "material adverse effect" that have not already been disclosed. This language basically means that anything that could reasonably be expected to significantly harm the value of the company would constitute a MAE. So what is going to happen when Twitter sues for specific performance (i.e., force Musk to acquire the company) is that the court will have to look at the fake user numbers and the data that was never provided to Musk to determine whether the 5% number was close to accurate. If it is, then Musk has to buy the company. If not, and if the court finds that the number of fake accounts is a MAE, Musk walks without having to pay a thing. The last thing Twitter wants is for their internal user numbers to be made public, and Musk knows this. Musk says that actual number of fake accounts is about 20% of all users, and the court is going to be the one who gets the diligence material to see who is right. I think Musk knows the actual numbers and terminated the deal just so he can destroy Twitter in the courts and through public disclosure of how fake the company is. He's an effing genius and will end up taking down Twitter without having to pay much (other than legal and advisory fees). Thank you for this well thought out analysis.
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I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them This is going to be the heart of the issue. Twitter refused to provide Musk with details on fake accounts and the understanding at the time of the deal was that approximately 5% of all users were spam/bots. The merger agreement has a condition that there has not been, and as of the date of closing there will be no, matters that rise to the level of a "material adverse effect" that have not already been disclosed. This language basically means that anything that could reasonably be expected to significantly harm the value of the company would constitute a MAE. So what is going to happen when Twitter sues for specific performance (i.e., force Musk to acquire the company) is that the court will have to look at the fake user numbers and the data that was never provided to Musk to determine whether the 5% number was close to accurate. If it is, then Musk has to buy the company. If not, and if the court finds that the number of fake accounts is a MAE, Musk walks without having to pay a thing. The last thing Twitter wants is for their internal user numbers to be made public, and Musk knows this. Musk says that actual number of fake accounts is about 20% of all users, and the court is going to be the one who gets the diligence material to see who is right. I think Musk knows the actual numbers and terminated the deal just so he can destroy Twitter in the courts and through public disclosure of how fake the company is. He's an effing genius and will end up taking down Twitter without having to pay much (other than legal and advisory fees). I hope you're right.
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Campfire Oracle
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Campfire Oracle
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Ecc 10:2
The heart of the wise inclines to the right, but that of a fool to the left.
A Nation which leaves God behind is soon left behind.
"The Lord never asked anyone to be a tax collector, lowyer, or Redskins fan".
I Dindo Nuffin
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Joined: Jan 2010
Posts: 32,130
Campfire 'Bwana
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Campfire 'Bwana
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I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them This is going to be the heart of the issue. Twitter refused to provide Musk with details on fake accounts and the understanding at the time of the deal was that approximately 5% of all users were spam/bots. The merger agreement has a condition that there has not been, and as of the date of closing there will be no, matters that rise to the level of a "material adverse effect" that have not already been disclosed. This language basically means that anything that could reasonably be expected to significantly harm the value of the company would constitute a MAE. So what is going to happen when Twitter sues for specific performance (i.e., force Musk to acquire the company) is that the court will have to look at the fake user numbers and the data that was never provided to Musk to determine whether the 5% number was close to accurate. If it is, then Musk has to buy the company. If not, and if the court finds that the number of fake accounts is a MAE, Musk walks without having to pay a thing. The last thing Twitter wants is for their internal user numbers to be made public, and Musk knows this. Musk says that actual number of fake accounts is about 20% of all users, and the court is going to be the one who gets the diligence material to see who is right. I think Musk knows the actual numbers and terminated the deal just so he can destroy Twitter in the courts and through public disclosure of how fake the company is. He's an effing genius and will end up taking down Twitter without having to pay much (other than legal and advisory fees). Musk set a brilliant trap for Twitter and their Board walked right into it.
If you put Taco Bell sauce in your ramen noodles it tastes just like poverty
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No matter what the value of Twitter just took a dump.
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He also would bring to the table evidence of an open attempt by employees and board members to sabotage the deal and the company.
Last edited by JohnnyLoco; 07/08/22.
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