Elon Musk's offer to buy Twitter likely was a joke, since he previously pretended he would take Tesla private, but he may not be able to get out of the deal
Good morning! If you're looking to head to Bhutan anytime soon, we've got some news for you. Leigh Mc Gowran / Silicon Republic : What's going on with Elon Musk's Twitter deal? Aryaansh Rathore / Market Munch : Market Munch 🍪| August 11 2022 Scott Bicheno / Telecoms.com : Twitter and Musk set for legal clash over acquisition Megan Ellis / Memeburn : Elon Musk abandons Twitter purchase, faces lawsuit LOL : the last law of thermodynamics Ryan Hogg / Insider : Elon Musk faces paying billions of dollars after backing out of Twitter deal, expert says Washington Post : As Musk moves to abandon deal, Twitter faces ‘worst case scenario’ Mashable : Can the courts force Elon Musk to buy Twitter now that he doesn't want it? Ben Lyons / Gamereactor UK : Elon Musk is trying to back out of the $44 billion Twitter takeover Ryan Bort / Rolling Stone : Trump Bashes Elon Musk as ‘Bullshit Artist’ at Alaska Rally Todd Spangler / Variety : Elon Musk Responds to Twitter's Threat to Sue Him Over Reneging on Deal — With a Meme John Johnson / Newser : Twitter Lawyers Up, and Musk Issues a Taunt Luc Olinga / TheStreet : Donald Trump Declares War on Elon Musk Howard Lindzon : Sunday Reads and Listens...Awful and Stupid Grayson Quay / The Week : Elon Musk tries to back out of Twitter deal Liana Baker / Australian Financial Review : Bankers will look past Musk's Twitter fickleness for future deals Tweets: Elon Musk / @elonmusk : https://twitter.com/... Brian Stelter / @brianstelter : Here's my fresh reporting about Elon Musk's comments at the Sun Valley Conference: He doubled down on his complaints about bots, according to a source in the room, and said no one believes Twitter's assessment that spam bots are less than 5% of the total user base. https://twitter.com/... @inihelene : what kind of person memes themselves https://twitter.com/... @business : The collapse of Elon Musk's Twitter deal has made the billionaire's appearance at Allen's Sun Valley Conference an even hotter ticket https://www.bloomberg.com/... Morgan Ricks / @morganricks1 : So anyway, this question — a judicial question not a contractual question — seems to me the most interesting one, and anyone's guess is as good as mine about what the court will do, if it comes to that. But I would be hard pressed to say Twtr is mispriced at $37. Morgan Ricks / @morganricks1 : Like I've said before, equitable remedies aren't something the parties *invoke*, they're not a mechanical thing, they're up to the court. It's all well and good for parties to agree that specific performance will be available but it doesn't obligate the court to do anything. David Gilbert / @daithaigilbert : Elon: I'm buying Twitter MAGA World: YAY, we're coming back Elon: I'm actually not buying Twitter now MAGA World: YAY, we knew you were just playing all along. https://www.vice.com/... Morgan Ricks / @morganricks1 : How do you ensure the order is obeyed? I don't think this is a trivial thing, and for a judge the path of least resistance (monetary damages, which are capped) will hold a lot of appeal — and they're the standard remedy, equitable remedies in contract are extraordinary. Morgan Ricks / @morganricks1 : Last thing, a re-cut deal is very possible but its price will of course hinge crucially on the parties' estimates of the likelihood that the court would grant specific performance — negotiations will take place in the shadow of these predictions. Dan Primack / @danprimack : He's either getting terrible legal advice, or not listening to his lawyers. Court's not gonna allow a post-agreement fishing expedition. Would create disastrous precedent for future M&A. https://twitter.com/... @talesftf : “Are we really to believe that Elon Musk has uncovered some secret scandal previously unknown to every tech CEO out there? Nonsense. Figuring out spam is table stakes for running a social network.” Exactly. $TWTR https://www.theverge.com/... @tinu : Ok he don't want Twitter so why does Twitter still want him? https://twitter.com/... Rat King / @mikeisaac : what are the odds this tweet winds up in the discovery process https://twitter.com/... Steve Clayton / @stevecla : another classic from @matt_levine https://www.bloomberg.com/... Casey Newton / @caseynewton : I believe that spam bots are less than 5% of the total user base https://twitter.com/... Mona Salama / @monasalama_ : Trump slams Elon Musk as a “bullshit artist” & for balking on his “rotten” $44B Twitter deal “Elon is not gonna buy Twitter...You know he said other day ‘oh Ive never voted for a Republican.’ I said I didnt know that he told me he voted for me. So he's another bullshit artist” https://twitter.com/... Chris Abraham / @chrisabraham : 'In short? “This was worst case scenario for Twitter, and now it's happened,” said Dan Ives, the managing director and senior equity research analyst covering the tech sector at Wedbush Securities.' Twitter faces ‘worst case scenario’ https://www.washingtonpost.com/ ... Jan Bobrowicz / @janbobrowicz : “My first reaction to [Musk's] proposal to buy Twitter— that it was a joke—may have been the correct one. He was just a lot more committed to the bit than I expected” The best and most serious Musk/Twitter analysis is also the funniest. https://twitter.com/... John Bergmayer / @bergmayer : expert-level weasel phrasing is why you go to the fancy law firms https://www.bloomberg.com/... https://twitter.com/... Dave Pell / @davepell : 1/ I boycotted Twitter the day they accepted Elon's offer to purchase the company. Now that I'm back I'd like to provide a brief overview of how Twitter users and investors were betrayed, what makes me think this was all a set up, and why the current CEO and board must go. Blake Hounshell / @blakehounshell : Your periodic reminder that the Delaware Court of Chancery is the least known but low-key most quietly important court in the country https://twitter.com/... Dr Donna Bowman / @donnadb : Excellent guide to the legal niceties of the contract and the possibilities of Delaware Chancery Court action, with a heaping helping of the wtf this whole affair richly deserves. https://www.bloomberg.com/... Josh Elman / @joshelman : Can we talk for a moment about the gift we have in @matt_levine narrating the Twitter saga? (Also he still has the best columns on understanding payment for order flow and all retail investing) https://twitter.com/... Tom Hearden / @followtheh : It's killing me that after months large swaths of Twitter think Musk can opt to pay $1 bil and walk. Not the case. Jason Miller / @jasonmillerindc : Statement From GETTR CEO @JasonMillerInDC on Elon Musk Abandoning Twitter Takeover https://about.gettr.com/... Chandra R. Srikanth / @chandrarsrikant : “Elon Musk whimsically thought it might be fun to own Twitter, so he signed a merger agreement without taking it too seriously and then lost interest a week later” feels more true to the situation @matt_levine https://www.bloomberg.com/... Mike Masnick / @mmasnick : Matt reminds us that this is not the first time that Elon has been all “yo, I'm totally going to take this public company private” and then been all “nope, psych, lol” https://twitter.com/... https://twitter.com/... Rod / @rodimusprime : What's funny is Twitter comes off looking the worst for ever trying to deal with Elon Musk. They bent over backwards and violated every moral standard they claimed to have. Ed Carson / @ibd_ecarson : @matt_levine is obviously torn between 1. A desire to thoroughly dissect Elon's “pretexts” for moving to scrap the Twitter deal. 2. A desire to never discuss it again. Luckily, the former won out. Informative and entertaining. https://twitter.com/... Parker / @pt : Agreeing to buy Twitter and then backing out should be a suspendable offense, and you should have to resume the process to get your account unlocked. This stalemate will be resolved in a week. Morgan Ricks / @morganricks1 : I continue to think the interesting question in the Twitter/Musk deal isn't whether Musk has any plausible contractual basis for getting out of the deal (of course he doesn't) but what a judge would/will decide to do remedy-wise. Paul Armstrong / @paul__armstrong : Imagine the precedent this would set if he got out of the deal. https://twitter.com/... Dan Nguyen / @dancow : LMAO 🫠: “Elon Musk — is addicted to Twitter because it is full of real people! It's how he met the mother of some of his children! The pretense that Elon Musk has somehow exposed the secret truth that nobody uses Twitter except himself and some spam bots is just absurd!” https://twitter.com/... https://twitter.com/... Melanie Mitchell / @melmitchell1 : Dear fellow Monetizable Daily Active Users (yes, that's you!), This is a very fun and informative article about the Musk / Twitter situation. Recommended! https://www.bloomberg.com/... Karissa Bell / @karissabe : This whole paragraph though https://www.bloomberg.com/... https://twitter.com/... Pratik Patel / @ppatel : This Matt Levine piece on Elon is the definitive article that you should read if you're interested in the Elon Twitter drama at all. It's funny, detailed, and—did I mention funny? while managing to be informative. https://www.bloomberg.com/... Katia Porzecanski / @katiaporzo : So what *is* the punishment for evading a court order to spend the $33bn and buy twitter? Contempt? Would that come in the form of sanctions or a monopoly-money-like fine for Elon? https://twitter.com/... Helen Kennedy / @helenkennedy : This is a very entertaining look at the Twitter-Musk imbroglio that gets quite deep into the weeds for us non-finance types, and yet remains entertaining. https://twitter.com/... Tim O'Brien / @timobrien : “Elon Musk is the richest person in the world, and, like many other rich people, he has some unusual and expensive hobbies. One of his hobbies is that he sometimes likes to pretend that he will acquire public companies.” - @matt_levine https://www.bloomberg.com/... Bruce Arthur / @bruce_arthur : The richest man in the world is a big goofy troll and Levine is great at translating the implications to actual things like contracts https://twitter.com/... Morgan Ricks / @morganricks1 : It seems to me most judges would be of two minds — on on hand, you want to throw the book at people who breach egregiously and in bad faith, in part to deter future bad behavior by the breacher and others. On other hand, Morgan Ricks / @morganricks1 : it's very daunting to order specific performance in a situation like this. There's external financing that has to be made to perform. And what if Musk flouts your order. It turns into a showdown over the court's jurisdiction and power — what happens at ground level? Christopher Mims / @mims : “[Elon Musk] thinks he is above the law and he might be right. A showdown between Musk and a judge might undermine Delaware corporate law more than letting him weasel out of the deal would.” Matt Levine, folks: https://www.bloomberg.com/... Dare Obasanjo / @carnage4life : A lot of real damage to Twitter has occurred these past few months. • Musk is right that firing @kayvz & @boo was a material move by Parag given they were key product leaders. • The board admitted there's no strategy to grow the stock. • Employees demoralized & lost faith. https://twitter.com/... Chris O'Brien / @obrien : It's amazing to me that this was the quality of leadership Twitter has had. Small wonder the company has been such a disaster. If Twitter just let Musk walk away, shareholders would bury the company in lawsuits. How does he not know that? https://twitter.com/... Scott Lincicome / @scottlincicome : Hilarious, informative, must-read (as usual) @matt_levine on the latest Musk/Twitter nonsense. https://www.bloomberg.com/... https://twitter.com/... Carl Quintanilla / @carlquintanilla : “The fact that Musk is working in such bad faith .. might intimidate a Delaware chancellor: What if the court orders Musk to close the deal and he says no? .. he thinks he is above the law and he might be right.” @matt_levine $TWTR https://www.bloomberg.com/... Raffi Melkonian / @rmfifthcircuit : OK, Twitter/Musk/Chancery court funtime initial impressions. Musk's termination letter primarily relies on Section 6.4 of the Merger Agreement. That's below. But that provision has holes the size of a montreal bagel. Look at the part right after the page break. 1/ https://twitter.com/... Jeff Yang / @originalspin : Ah the one-sided breakup, Elon Musk's traditional relationship exit strategy https://twitter.com/... Max Kennerly / @maxkennerly : Here's the letter from Elon Musk's lawyers in which he terminates the agreement to buy Twitter. It's a bunch of hooey about Twitter misrepresenting the percent of fake/spam accounts. It doesn't include any evidence the true number is higher. https://www.sec.gov/...