Why Elon Musk Can’t Back Out of Buying Twitter, According to Twitter

In a 62-page lawsuit filed on Tuesday, Twitter accused Elon Musk of breaching an settlement to purchase the social media firm for $44 billion. Mr. Musk, the world’s richest man, has tried to again out of the acquisition, citing Twitter’s variety of pretend accounts and accusing the corporate of not giving him sufficient details about the difficulty and misrepresenting itself.

In its lawsuit, Twitter sought to show that it has the fitting to sue him to shut the deal and present that Mr. Musk’s claims in opposition to it had no advantage. As an alternative, it was Mr. Musk who was violating the settlement, the corporate mentioned. Twitter was unsparing, calling his escape technique a “mannequin of hypocrisy” and a “mannequin of dangerous religion.” It backed up its argument with quite a few tweets from the billionaire.

Listed below are the details that Twitter made to attempt to present that it was not in breach of the deal and that Mr. Musk was.

Opposite to Mr. Musk’s claims that Twitter stonewalled his efforts for info on spam accounts, the corporate mentioned in its lawsuit that it had offered him with knowledge. When Mr. Musk requested for the data, the corporate honored a few of his requests, like handing over its so-called hearth hose, or huge stream of tweets.

However even because it did so, Twitter mentioned in its swimsuit, Mr. Musk’s calls for for info grew to become progressively irrational.

“From the outset, defendants’ info requests have been designed to attempt to tank the deal,” based on the lawsuit. “Musk’s more and more outlandish requests replicate not a real examination of Twitter’s processes however a litigation-driven marketing campaign to attempt to create a file of noncooperation on Twitter’s half.”

Mr. Musk has argued that Twitter’s public disclosures that about 5 % of its customers are bots are materially deceptive, which might represent a “materials opposed impact” beneath the phrases of the deal. Mr. Musk’s contract with Twitter requires that its regulatory disclosures since January be correct.

However Twitter famous that its regulatory filings had warned that the figures have been estimates. (Twitter’s chief government, Parag Agrawal, has outlined how the corporate detects and fights spam bots.) Twitter additionally mentioned the existence of bots was a part of the explanation that Mr. Musk needed to purchase Twitter.

Mr. Musk has mentioned one more reason he needed to tug out of the deal was that Twitter didn’t function its enterprise as he anticipated it could whereas the acquisition was closing. Amongst different issues, Mr. Musk mentioned, Twitter slowed its hiring and didn’t give him a heads up earlier than not too long ago firing two executives, which he mentioned breached the phrases of the deal contract.

However Twitter mentioned in its lawsuit that its slowdown in hiring aligned with what Mr. Musk had advised the corporate he needed. The corporate added that it had notified Mr. Musk’s legal professionals of its choice to let go of the 2 executives and that the legal professionals had “raised no objection.” The swimsuit didn’t say when Mr. Musk’s legal professionals have been notified of these choices.

Underneath the phrases of the settlement, Mr. Musk should use “affordable greatest efforts” to shut the deal, together with securing debt financing for the $44 billion buy.

However Twitter mentioned in its lawsuit that Mr. Musk had appeared to desert efforts to finish his debt financing, contravening the settlement. Moreover, the corporate mentioned, he disappeared when Twitter’s executives, together with Ned Segal, its chief monetary officer, reached out to debate the figures about spam accounts that Mr. Musk had professed to be involved about.

Mr. Musk additionally appeared to eliminate executives who have been working to assist him shut the deal, similar to Bob Swan, a former chief government of Intel, based on the lawsuit. On June 23, Mr. Musk advised Twitter that “he had requested Swan ‘to depart the deal proceedings, as we’re not on the identical wavelength,’” the swimsuit mentioned.

The deal contract additionally mentioned Mr. Musk couldn’t disparage Twitter or its staff in tweets. But he did so a number of instances, Twitter contended, violating the settlement.

The lawsuit included screenshots of various Mr. Musk’s tweets, together with one which mentioned a lawyer from Twitter had knowledgeable him he had violated a nondisclosure settlement. In one other, Mr. Musk used a poop emoji in response to a tweet from Mr. Agrawal. As well as, Twitter pointed to Mr. Musk’s feedback, on Twitter and at conferences, that publicly doubted the veracity of Twitter’s disclosures of its spam accounts.

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