Elon & Twitter

[2daMoon]

Do explain. That’s not what an upheld motion to amend means…

Here's an article I was able to find about it in a quick search.

Musk can use $7.8m Twitter whistle-blower payment in his counterclaims: US Court

Delaware: Elon Musk can use a $7.8m severance payment to a Twitter Inc. whistle blower to argue he was justified in walking away from his $44bn buyout...

thepeninsulaqatar.com

TLDR:

"Delaware Chancery Judge Kathaleen St. J. McCormick ruled on Thursday that the billionaire can amend his counterclaims to Twitter’s lawsuit against him with the payment to Peiter Zatko. Musk claims Twitter failed to get his consent for the severance agreement, violating the terms of the buyout. Twitter sued Musk in July to force him to consummate the $54.20-per-share deal."

Thanks! I've modified the earlier post to reflect how the judge has allowed it to be considered as a potential breach.

 

[AlanSubie4Life]

I've modified the earlier post to reflect how the judge has allowed it to be considered as a potential breach.

Yes, the Delaware Chancery law/precedent is very permissive about amendments. You can basically add anything that might be relevant to your claims. No real harm in doing so (other than additional workload but these guys get paid by the hour so everyone wins) and it does not imply any sort of validation of the merits when it is accepted.

‘McCormick said Delaware’s laws allow for "liberal amendment in the interest of resolving cases on the merits.”’

 

[AlanSubie4Life]

https://twitter.com/x/status/1578152308411547648

 

[BitJam]

He’s already said he doesn’t want to go through with the deal if WW3 starts so he’s working on that problem first.

That's a heck of a bad way to get out of the Twitter deal.

 

[Knightshade]

To me, what Elon was arguing was that Twitter's representatives did not abide by the agreement. They had misrepresented the status of the company. Then, Twitter's team did not inform Elon of the payoff to Mudge (the ex-security chief for Twitter), which the Judge indicated was allowed as an amendment to determine whether it may have been a breach as well.

It seems to me that the easiest way for Elon to get the matter before a judge was to claim "no deal" and let Twitter bring suit. It never seemed to me that getting out of the deal was his goal, only bringing to light just how screwed up Twitter actually was (and more specifically, what could be shown as a breach of contract). Which claims he, and now two whistleblowers, have offered significant information to support.

I suspect that eventually he reasoned over how going through all this was too much of a delay for him. So, Elon capitulated and said, Ok, let's do this, now," just so he could get on with the work of fixing things. That is what Elon does best and it makes him happiest.

This makes zero sense.

Your claim is he forced twitter to sue him, so he could bring to light all the of the stuff he could've already been fixing a month ago if he had just closed the deal on time....and that by instead letting it keep going another month and bringing it to light he.... what, exactly? What would that get him that fixing it sooner by completing the deal sooner would not have?

Even worse- one of his own data analysts (AND Mudge) both said the mDAU figure from twitter was roughly accurate

Mudges objection was it was a crappy measurement to use- but that for what it was the actual result was correct.

Then he got a trial date SOONER than he asked for, and decided THAT was taking too long even though he ASKED FOR IT TO TAKE LONGER?


I think you've run out of non-hilariously silly theories on Elons 69D chess game my friend.

 

[Tronguy]

The plot twist? Easy. Three things:

1. It's sinking into Twitter that Musk would really take over. Um, goeth they. Is that what we really want?
2. When in doubt: Follow the money. If Musk bails and is forced to pay up the penalty, then the Powers At Twitter get to stay in charge and they personally get more money. Win-win.
3. If Musk takes over.. they have to live with Musk as a boss. And the Boss Won't Be Happy. Um. What strange things might the leadership of Twitter have been up to that they would not like brought into the light of day? I mean, Musk isn't going to do anything physically violent to these guys. But if they were hoping that bones that got buried would stay buried.. Those bones would be up and walking around. So, maybe they need more time to unbury the bones, shred them into fine particles, then beat feet out of town?

If the popcorn machine wasn't going full blast, now it should be.

 

[AlanSubie4Life]

If Musk bails and is forced to pay up the penalty, then the Powers At Twitter get to stay in charge and they personally get more money. Win-win.

Aside from this (bailing plus penalty - there is no such stipulation!) not being a possibility, isn’t the golden parachute better?

 

[Tronguy]

Aside from this (bailing plus penalty - there is no such stipulation!) not being a possibility, isn’t the golden parachute better?

Look, I got absolutely Zero idea if any of the management at Twitter has been doing.. looks at ground, rubs tip of toe into dirt.. illegal. I mean, suppose that Enron, back in the day, got bought out by a sufficiently wealthy investor? Those guys were buying telecom gear and shipping it from warehouse to warehouse in a shuffle game to hide the fact that they weren't installing it and making money with it, like they and their auditors claimed that they were doing.

A sufficiently motivated D.A. would be very interested in shenanigans like that. And, given the number of maniac state D.A.'s in various red states who Hate Anything That's Not Trump, being thrown, say, funky papers from the inside of Twitter by Musk would be like throwing red meat at starving dogs. This.. might just be dawning on people over at Twitter.

And a golden parachute wouldn't do an ex-executive any good if a DA trailing criminal charges got busy. Unless that golden parachute included a one-way ticket to some country that doesn't have an extradition treaty with the U.S.. And, well, Twitter is world wide. Would there be a safe place?

Or maybe there's no there, there. Does that popcorn machine have a supercharger?

 

[Knightshade]

Look, I got absolutely Zero idea if any of the management at Twitter has been doing.. looks at ground, rubs tip of toe into dirt.. illegal.

So far the only actual evidence anyone doing an illegal was Elons team hiding and destroying evidence, so weird take here...

I mean, suppose that Enron, back in the day, got bought out by a sufficiently wealthy investor?

They'd have LOVED that.

THEY knew they were a fraud, they'd have been more thrilled to take a huge payout, flee the country, and let someone else deal with it.

But again, not only have we seen zero evidence of actual fraud we have Mudge whose "whistleblower" complaint includes his opinion the mDAU reported is accurate and they didn't lie at all in their SEC filings.

The opposite of fraud.


And if Elon actually thought they did a bunch of fraud, that would come with mountains of future legal liability- why would he have decided "Eh, sure, I'll go ahead and buy it"

While he wouldn't be personally criminally responsible for that- he's be very financially responsible for it as the owner even if previous management did it. That'd be supremely stupid if he thought there was actually fraud


Seriously guys- stop posting theories that make the opposite of any sense just to try and find an excuse why this isn't Elon having tripped over his own you-know-what over and over again.

 

[JRP3]

The spinning by some to try and make Musk look other than a fool in this deal is unreal.

 

[Boomer19]

since i’m a legal document nitwit, what is the status of this now? why waiting until 10/28 to close deal? did twitter really reject like the teslarati article stated?

is there a difference between the deal twtr board originally approved and the one that elon since pivoted back to at full price?

if not, why is twitter stalling/rejecting now?

or has team elon stalled to 10/28 and twitter is rejecting (even more confusing)

or is none of the above even sensical

please help. i just worked 13 hours today and don’t use drugs or alcohol to drown my pain or bewilderment

maybe we finally get to see a few more semis on the road in dec tho…if putin doesn’t send a nuke up uncle joes rear end first

maybe i will resort to drugs and alcohol on second thought.

to hell with 2022 that’s for damn sure

 

[Knightshade]

since i’m a legal document nitwit, what is the status of this now. why waiting until 10/28 to close deal?

Elon can't sell Tesla shares until after the earnings call on Oct 19th is the current theory Chancery Daily and others have suggested.

(also now seeing suggestions he announced semi production NOW (despite deliveries still being almost 2 months away) specifically to pump the shares he's going to sell in a couple weeks)

did twitter really reject like the teslarati article stated?

No.

They rejected some conditions he tried to impose that go beyond the original deal.

But he told the COURT he intended to do the full original deal, so the court told him "Ok, we will be on hold for now. You have till the 28th to close as ORIGINALLY AGREED TO." No changes or exceptions offered.

That's where we are now.

If he does NOT close by the 28th the judge is going to...not be too happy with him.

He does dumb stuff obviously, so maybe he still won't close...but that'd be very dumb.

As someone mentioned when this chancellor was assigned- clown time is over.

 

[Boomer19]

Elon can't sell Tesla shares until after the earnings call on Oct 19th is the current theory Chancery Daily and others have suggested.



No.

They rejected some conditions he tried to impose that go beyond the original deal.

But he told the COURT he intended to do the full original deal, so the court told him "Ok, we will be on hold for now. You have till the 28th to close as ORIGINALLY AGREED TO." No changes or exceptions offered.

That's where we are now.

If he does NOT close by the 28th the judge is going to...not be too happy with him.

He does dumb stuff obviously, so maybe he still won't close...but that'd be very dumb.

As someone mentioned when this chancellor was assigned- clown time is over.

post earnings - speculatively helpful

where we are now - helpful

judge not happy - agreed

dumb/cavalier - looking increasingly decidedly so as we progress

chancellor was never going to be tolerant of him - seemed obvious from start unfortunately

——
the sage continues

did i mention the pivot from sobriety to d&a?

nah, i’ll try to persevere!

 

[Daniel in SD]

It's very hard to read this and not conclude that Elon is going to try to tank the financing somehow (and of course he already has been doing just that!).

https://s3.documentcloud.org/documents/23126626/musk-01-motion-to-stay-w-cos.pdf

Though that strategy has been tried before and Chancellor McCormick (the same one hearing this case!) ruled for specific performance so it seems like a long shot.

Court of Chancery Finds Pandemic Was Not an MAE—<em>Snow Phipps</em>

Read our latest post from Fried Frank senior counsel Gail Weinstein and partners Philip Richter, and Steven Epstein.

corpgov.law.harvard.edu

Apparently now that the Chancellor has granted relief based on the motion to stay Musk is now bound by statements in that document.

https://twitter.com/x/status/1578212750261719041

 

[AlanSubie4Life]

Elon can't sell Tesla shares until after the earnings call on Oct 19th is the current theory Chancery Daily and others have suggested.

Why would he have to do this? I thought as long as financing came through he was good? I guess we don’t know (or have to believe what he has said…).

 

[Boomer19]

20 min ago (if we take this guys interpretation at FV)

https://twitter.com/x/status/1578349078001618949

“low probability” though

 

[Knightshade]

Gary is wrong of course, but it'd hardly be the first time.

As CD points out elsewhere if there's litigation the financing is good till 20 days after the verdict.

https://twitter.com/x/status/1578100818250702848

But yeah if it fell through AND it was Elons fault he'd need to make up diff. anyway-- though I think I covered why I don't think it'd fall through

Why would he have to do this? I thought as long as financing came through he was good? I guess we don’t know (or have to believe what he has said…).

He personally is on the hook for like 33 billion or so-- some of that he expected to get from his text message rich buddies-- but none of THOSE folks signed the merger and COULD back out. Then he'd need to make up that shortfall (and on the off chance the big banks are fine pissing off the richest dude in the world he'd potentially be on the hook for some/all of the remaining ~13 billion they were bringing too)

We have no idea if there is one, or how much... but why ELSE ask for a 3+ week delay, that just happens to be one business week after your window to sell opens, to close something the original agreement says you will close in 2 days?

 

[wnorris]

He personally is on the hook for like 33 billion or so-- some of that he expected to get from his text message rich buddies-- but none of THOSE folks signed the merger and COULD back out.

https://twitter.com/x/status/1577799590027337731

I would not worry much about the funds he has locked-in from cash investors. It is Prince Alwaleed that I think would be most likely to have bailed.

 

[2daMoon]

Here's a presentation of what is known about Elon's plans for Twitter. Presented with the brutal honesty we've come to expect from SMR.

Enjoy!

 

[JRP3]

I stopped watching his uncritical fanboyism a while ago. This video reminded me why.