Elon & Twitter

[JRP3]

this:

Twitter Must Hand Over to Elon Musk Documents of Former Executive, Judge Rules

A judge ordered Twitter to hand over documents from a former executive potentially responsible for counting spam/bot accounts to Elon Musk. According to the assumption, he is most closely associated with this duty and can shed light on the real situation on the platform.

www.tesmanian.com

Why post the same news you already linked?

 

[dm28997]

Why post the same news you already linked?

This goes into the details

 

[Cosmacelf]

Good read that gives a lot of context for this legal battle this isn’t being reported well elsewhere: Delaware Chancery Court Judge tells Twitter that if it wants her to force Elon Musk to pay $44 Billion it must end the and stop stonewalling the billionaire.

Key bit:

The big question many people are asking, including most certainly Chancellor McCormick, is why Parag Agrawal decided not to discuss his decision to fire Kayvon Beykpour and Bruce Falk with Elon Musk. Only two weeks had passed since the Merger Agreement was signed and a decision to fire his top two executives - the head of product and the head of revenue was anything but “ordinary”. Surely Parag realized Musk would consider the firing decision to be a breach of the agreement’s ordinary course provision unless he sought Elon’s consent.

 

[bkp_duke]

Good read that gives a lot of context for this legal battle this isn’t being reported well elsewhere: Delaware Chancery Court Judge tells Twitter that if it wants her to force Elon Musk to pay $44 Billion it must end the and stop stonewalling the billionaire.

Key bit:

The big question many people are asking, including most certainly Chancellor McCormick, is why Parag Agrawal decided not to discuss his decision to fire Kayvon Beykpour and Bruce Falk with Elon Musk. Only two weeks had passed since the Merger Agreement was signed and a decision to fire his top two executives - the head of product and the head of revenue was anything but “ordinary”. Surely Parag realized Musk would consider the firing decision to be a breach of the agreement’s ordinary course provision unless he sought Elon’s consent.

And what was Twitter's vaunted chief legal counsel saying during these firings? ANY legal counsel worth their weight would have cautioned the C-Suite at Twitter that doing anything but "business as usual" could be a material breach. If these guys were fired for cause, they would have surely been disclosed to Musk, but it doesn't appear that anything of the sort was going on.

 

[Knightshade]

As even your link points out- Elon originally asked for a clause to prevent Twitter from hiring or firing employees at the level of vice president or above, but twitter successfully got rid of that provision before the agreement was signed.

If control over exec firing were an actual deal breaker Elon would've insisted it remain in the deal that way- he didn't.

Also not sure the headline "twitter must stop stonewalling" makes a ton of sense when the meat of the actual judges ruling is that they only need to provide access to 1 of the 22 additional people Musks team asked for access to.

it is hereby ordered that the plaintiff is required to collect, review, and produce documents from Kayvon Keykpour. The plaintiff is not required to collect, review, or produce documents from any other of the defendants’ proposed 22 additional custodians.

I kinda feel like we just covered that exact thing last page in the thread even.

Elon got less than 5% of the additional people he wanted in discovery.

The judge is smacking down Elon, not Twitter, here.

Discovery will remain far more narrow than Musks team keeps asking for- because most of his grounds for escaping the deal make no legal sense and he's not entitled to most of what he's insisting he is info-wise.

 

[Cosmacelf]

As even your link points out- Elon originally asked for a clause to prevent Twitter from hiring or firing employees at the level of vice president or above, but twitter successfully got rid of that provision before the agreement was signed.

If control over exec firing were an actual deal breaker Elon would've insisted it remain in the deal that way- he didn't.

Thats not the way it works in the real world. Lawyers negotiate away points, and the deal makers may relent after their lawyer say things like “well the ordinary business clause protects us anyways”. Firing the top two VPs is not “ordinary”.

Also not sure the headline "twitter must stop stonewalling" makes a ton of sense when the meat of the actual judges ruling is that they only need to provide access to 1 of the 22 additional people Musks team asked for access to.

Actually, he is getting access to 42 employees, but not 21 others. Again, misleading claim to just report the 21.

I kinda feel like we just covered that exact thing last page in the thread even.

Elon got less than 5% of the additional people he wanted in discovery.

The judge is smacking down Elon, not Twitter, here.

Brother, you can spin it any way your heart desires, I’m just providing additional facts from the linked article that hasn’t been widely reported.

 

[Knightshade]

Thats not the way it works in the real world. .

I mean- it is though.

Same thing happens with legislation- evidence that lawmakers CONSIDERED adding something, then chose not to, is frequently used by courts to find that that something is not an intended result or requirement since it was considered and then not included.

Actually, he is getting access to 42 employees, but not 21 others. Again, misleading claim to just report the 21.

Not really.

he asked for 22 extra

He got 1 of the 22.

As your own link states.

The folks that Twitter has already agreed to provide in the first place don't change that,

Musks team tried to cast a much wider net than what twitter agreed to.

The judge denied over 95% of that request.

So the only misleading thing was the claim you repeated of twitter 'stonewalling'

Brother, you can spin it any way your heart desires, I’m just providing additional facts from the linked article that hasn’t been widely reported.

Except it was literally reported, and discussed, like 10 post ago in this thread.

Most my reply to you was practically a repeat of what had already been pointed out about it last page.


The only thing your link really added was the nonsensical added spin of "stonewalling" from a company that turns out was more than 95% right to say no on this stuff, per the judge herself.



Elon asked for a super late trial date, Twitter a quick one. Twitter got like 95% of what they wanted there.

Elon asked for 22 added employees to get access to beyond the ones twitter offered. He was denied over 95% of that request.


Spin all ya like, the judge is pretty clearly telling Musk she's not having his rambling legally incoherent and irrelevant nonsense in her court.

The case will be narrow, focused on what's actually in the agreement and what twitters actual SEC filings say, and won't be used for an extended fishing expedition in desperate hopes of finding any actual legal basis that Elons own team admits they don't currently have to avoid closing the deal.

 

[bkp_duke]

As even your link points out- Elon originally asked for a clause to prevent Twitter from hiring or firing employees at the level of vice president or above, but twitter successfully got rid of that provision before the agreement was signed.

If control over exec firing were an actual deal breaker Elon would've insisted it remain in the deal that way- he didn't.

Also not sure the headline "twitter must stop stonewalling" makes a ton of sense when the meat of the actual judges ruling is that they only need to provide access to 1 of the 22 additional people Musks team asked for access to.




I kinda feel like we just covered that exact thing last page in the thread even.

Elon got less than 5% of the additional people he wanted in discovery.

The judge is smacking down Elon, not Twitter, here.

Discovery will remain far more narrow than Musks team keeps asking for- because most of his grounds for escaping the deal make no legal sense and he's not entitled to most of what he's insisting he is info-wise.

Please stop tainting this with your own personal beliefs and just look at the facts. The facts are clear in this case (of the events regarding the firing) - the Judge viewed that as "material" enough that she denied Twitter's motion and approved Elon's motion. Twitter has to provide EVERYTHING (internal emails, texts, etc.) regarding the guys in question, on the C-suite, that were fired. The other 21 people were people that reported to this C-level exec, so he was the most important one of the entire group. Furthermore, she provided access to 41 OTHER people that he asked for access to (MSM doesn't really want to cover that important point).

This judge is know to be both expeditious, and not tolerate BS and to cut through it. So far, she's accomidated far more of Elon's requests that Twitter's, and there is no reading between the lines there, that's a strong indication that at least what Elon is asking for "has merit".


Additionally, and I've read the agreement, the wording Elon wanted strengthened still is strong enough and "traditionally interpreted" that you don't go fire C-suite execs after an agreement has been signed. By ANY reasonable reading and traditional interpretation, firing of C-suite execs is NOT business as usual. Not by any stretch of the imagination.

 

[Knightshade]

Please stop tainting this with your own personal beliefs

I'm not.

PLease feel free to cite any if you think so though- I'm simply quoting the actual court orders and what they literally are telling us (as well as the merger agreement and what it literally tells is... And musks own filings and what they literally tell us)

and just look at the facts. The facts are clear in this case (of the events regarding the firing) - the Judge viewed that as "material" enough that she denied Twitter's motion and approved Elon's motion. Twitter has to provide EVERYTHING (internal emails, texts, etc.) regarding the guys in question, on the C-suite, that were fired.

Uh... what?


The discovery request had nothing to do with any firing

Judge orders Twitter to give Elon Musk former executive's documents

Twitter Inc needs to give Elon Musk documents from a former Twitter executive who Musk said was a key figure in calculating the amount of fake accounts on the platform, according to a Monday court order.

www.reuters.com

Twitter Inc (TWTR.N)needs to give Elon Musk documents from a former Twitter executive who Musk said was a key figure in calculating the amount of fake accounts on the platform

That guy was on the list because he was the most important figure in the mDAU red herring Musk keeps claiming was fraud despite having admitted in their own filings they have no evidence of it BEING fraud.

Musk wanted to go on a fishing expedition to read through docs and get testimony from dozens of employees hoping to FIND some evidence of fraud.

The judge denied over 95% of that request, and only granted access to the head dude of the group.

NOTHING to do with firings. At all.


Stick to facts- give it a shot sometime



If this was about the firing of 2 execs then they'd have requested- and been granted- discovery on BOTH EXECS as well as more detailed discovery ON THE FIRINGS.

None of that happened though.

Furthermore, she provided access to 41 OTHER people that he asked for access to (MSM doesn't really want to cover that important point).

This is outright false.

She granted access to one additional person. Total. Out of the 22 he asked for.

Twitter had already agreed, before the judge provided ANYTHING, to provide access to those 41 other people- the judge didn't order that access, twitter had already given it.

Here, since I actually read what the judge wrote I'll cite it yet again

The plaintiff need only collect, review, and produce documents from the 41 custodians to which plaintiff has agreed to date and Mr. Beykpour.”

In other words "Twitter need only do what it already agreed to-- plus one extra guy"

Not the 22 extra Elon wanted.

So far, she's accommodated far more of Elon's requests that Twitter's

Again this is outright false. That he got access to ONE guy on his additions list was the only accommodation in the order. She denied everything else asked for. Over 95% of it. The other people Musk will have access to was stuff twitter was already fine with and wasn't "stonewalling" anything.

She denied over 95% of what Elon actually asked for that twitter said wasn't relevant

She agreed over 95% with twitter that those folks were not relevant.

Same as she did on the trial date.


How you read that as a win for Musk is...bizarre.

I mean, I guess "winning less than 5%" is better than 0, but yikes.

Additionally, and I've read the agreement, the wording Elon wanted strengthened still is strong enough and "traditionally interpreted" that you don't go fire C-suite execs after an agreement has been signed. By ANY reasonable reading and traditional interpretation, firing of C-suite execs is NOT business as usual. Not by any stretch of the imagination.

The guys fired weren't C-suite. At all.

Lemme help you out--again.

About Twitter | Our company and priorities

We serve the public conversation. Learn more about Twitter the company, and how we ensure people have a free and safe place to talk.

about.twitter.com

Twitters c-suite execs are their CEO, CMO, CPDO, the CFO, and the CCO. You can tell from the C in their titles.


The guy the judge gave access to was General Manager of Product/Bluebird-- he was a department head- an important one, but not a C-suite job.

The other exec fired was "revenue product lead" so again, not c-suite at all


And the idea you never fire any execs during ordinary course of business is of course nonsensical in the first place. Twitter calls this out in their actual filing where they mention they REJECTED the clause that WOULD have made firing executives a breach. Again- if Musk wanted to consider THAT a breach, he should have required it be kept in- he did not.

51. The agreement contains a seller-friendly ordinary course covenant, requiring Twitter to use no more than “its commercially reasonable efforts” to “conduct the business of the Company and its Subsidiaries in the ordinary course of business” unless, among other things, an action outside the ordinary course is “agreed to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned).” Id. § 6.1. There is no requirement of compliance with “past practice.” And, as noted, before the agreement was signed, Twitter succeeded in striking from the covenant a requirement to obtain Parent’s consent for the hiring and firing of employees.

So yeah- sticking to facts would be great. When do you plan to start that?

 

[30seconds]

I think the judge is looking at a highly publicized verdict in either direction and will want to establish as much relevant evidence as possible before making a ruling. Part of that is to turn over all the relevant stones to look, without having an a priori.

 

[Knightshade]

I think the judge is looking at a highly publicized verdict in either direction and will want to establish as much relevant evidence as possible before making a ruling. Part of that is to turn over all the relevant stones to look, without having an a priori.

Sure.

Which is why she only granted 1 of the 22 requests.

Because there's vastly less stuff actually relevant to the actual merger agreement than Elons legal team keeps claiming.

Matt Levine among others has written good analysis on this (several links to these previous in the thread)- though twitters own filing do a good job too- of pointing out how not relevant most of Elons claims are- mostly along the lines of "Even if Musks claim was true in item X, it wouldn't be grounds to get out of the deal" hence why she's not granting massive/broad discovery on that stuff- and why she scheduled the trial many months earlier than Musk wanted to delay to it to gather evidence that wouldn't actually get him out of the deal he signed even if it was discovered and proved what he was claiming.

 

[mongo]

Sure.

Which is why she only granted 1 of the 22 requests.

Because there's vastly less stuff actually relevant to the actual merger agreement than Elons legal team keeps claiming.

Matt Levine among others has written good analysis on this (several links to these previous in the thread)- though twitters own filing do a good job too- of pointing out how not relevant most of Elons claims are- mostly along the lines of "Even if Musks claim was true in item X, it wouldn't be grounds to get out of the deal" hence why she's not granting massive/broad discovery on that stuff- and why she scheduled the trial many months earlier than Musk wanted to delay to it to gather evidence that wouldn't actually get him out of the deal he signed even if it was discovered and proved what he was claiming.

What if, through discovery, Musk's team uncovers shenanigans that results in an SEC investigation/ case v TWTR? Would that be an adverse material event worthy of deal cancellation?

 

[Knightshade]

What if, through discovery, Musk's team uncovers shenanigans that results in an SEC investigation/ case v TWTR? Would that be an adverse material event worthy of deal cancellation?

No.

Tesla has been the subject of numerous investigations- including by the SEC- none of them produced anything that is remotely of the level the Delaware Chancery requires for an MAE to cancel a deal.


That doesn't mean there's not SOME investigtation whose results could rise to that level- but just an investigation? Nope.

Nor has Musk even suggested such a thing is likely anyway.

Instead he ignored what Twitters SEC filings actually say (in fact is own filings admit the SEC filings are accurate) and instead made up his own alternative universe where he's trying to prove wrong stuff that wasn't even filed to the SEC.


Again I'd point to Matt Levine who explains this all in detail-- starting with

n Musk’s universe, (1) Twitter promised him that fewer than 5% of mDAUs are bots, (2) he believed them when he signed the deal, (3) he stopped believing them and asked for proof, and (4) they stonewalled him instead of providing proof. But if you just look at what the merger agreement and the SEC filings actually say, the whole thing is nonsense.

he then quotes Musks own filings proving that Musk admits the SEC mDAU claims are correct

Musk ADMITS Twitter gets to that # in exactly the way they claim to the SEC. He just doesn't like their method, and thinks a different one would get you a more accurate result.

Which he's welcome to think, but is not remotely a basis for getting out of the deal.



Much more on this, and in more detail- directly quoting both the merge agreement and Elons own filings, here:

Elon Wants to Fight the Bots

It doesn’t really matter how many bots there are.

www.bloomberg.com

 

[dm28997]

Although it is meaningless Arc sold some twitter; not sure how many shares they hold?

 

[phantasms]

Although it is meaningless Arc sold some twitter; not sure how many shares they hold?

Heard they sold it for Pets.com

 

[ZsoZso]

Heard they sold it for Pets.com

Sounds like smarter investment

 

[jabloomf1230]

I think I'm becoming giddy reading about the Twitter deal. What if the judge delivers a Solomonesque solution? I don't mean a compromise. I mean cutting the baby in half. Twitter stays Twitter with its spambots and posting restrictions. It keeps half its employees and assets. Elon gets the other half and is allowed to call it Twitter 2 (or something similar). Elon pays the equivalent of half the original share price, $27.10. So Twitter flips only half the bird to Elon.

 

[ZsoZso]

With 50% YoY growth predicted for the next 3-4 years . . . I hope you are talking about 1100 AFTER the split and not before. I would be curious what you would invest in with returns expected as close to TSLA.

I will buy long-dated Puts of lagacy automaker's stock

 

[dm28997]

oh my. whistle blower. twitter is dropping

 

[Daniel in SD]

Skeptical that this will be material. The guy was fired in January before the merger agreement. I wonder if the SEC complaint will be made public?

Mr. Zatko accuses Twitter, its chief executive Parag Agrawal and other executives and directors of “extensive legal violations,” including making misleading statements to users, misrepresentations to investors and acting with “negligence and even complicity” toward efforts by foreign governments to infiltrate the platform, according to the complaint filed with the S.E.C., which was obtained by The New York Times.

A spokeswoman for Twitter said Mr. Zatko was fired in January 2022 for ineffective leadership and poor performance. “What we’ve seen so far is a false narrative about Twitter and our privacy and data security practices that is riddled with inconsistencies and inaccuracies and lacks important context,” she said. “Mr. Zatko’s allegations and opportunistic timing appear designed to capture attention and inflict harm on Twitter, its customers and its shareholders. Security and privacy have long been companywide priorities at Twitter and will continue to be.”

https://www.nytimes.com/2022/08/23/business/twitter-whistleblower-security.html