Twitter said to hire law firm to sue Musk over deal termination
Scott Olson
- Twitter Inc. (NYSE:TWTR) is said to have hired law firm Wachtell, Lipton, Rosen & Katz LLP as it prepares to sue billionaire Tesla (TSLA) CEO Elon Musk over his termination of the $44 billion deal.
- Twitter (TWTR) is targeting filing a lawsuit early this week, according to a Bloomberg report, which cited people familiar. Musk is using law firm Quinn Emanuel Urquhart & Sullivan LLP.
- The news comes as Musk said late Friday he's terminating his $44B deal to purchase the social media giant. An SEC filing from Musk's advisers says that on Friday, they sent a letter to Twitter giving formal notification that he's terminating the merger agreement.
- Also see It's 'code red' time for Twitter as Elon Musk drops $44B deal.
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Comments (572)
I don’t know what a court will decide.
But I know that Elon is not going to walk away easily.the reason is simple.
He tweets a lot when he is high.
And he doesn’t listen to his attorneys.
He has damaged the reputation of Twitter.
Be certain I am not with Twitter board side.actually I was with elons.
But he did too many mistakes and he won’t be able to get out of them.
The law is very specific.
Elon demanded and most possibly was given data that were not to be given is he wasn’t going to buy it.
Huge mistake.
And most possibly because of specific mistakes he did he will have to buy Twitter in the agreed price.
And the banks will put someone else CEO.
And Tesla shares will end to the hands of the bankers.
Certainly I don’t like the idea.
But that’s what will happen.
Elon start acting more efficiently towards your shareholders.
Tesla and Twitters shareholders have given you all this wealth and power.
Trust me if they see your dark side and find a new Messiah you will be in deep trouble.
The power belongs to them.
Elon has only one ace.
Twitter never wanted to be sold to elon.
Actually they wanted this golden goose for them.
Doing nothing and being paid with enormous amounts.
If he stops the drama he is creating and his bad habits maybe just maybe his attorneys will save him.
But with a lot of injuries and he will experience defeat..
But I know that Elon is not going to walk away easily.the reason is simple.
He tweets a lot when he is high.
And he doesn’t listen to his attorneys.
He has damaged the reputation of Twitter.
Be certain I am not with Twitter board side.actually I was with elons.
But he did too many mistakes and he won’t be able to get out of them.
The law is very specific.
Elon demanded and most possibly was given data that were not to be given is he wasn’t going to buy it.
Huge mistake.
And most possibly because of specific mistakes he did he will have to buy Twitter in the agreed price.
And the banks will put someone else CEO.
And Tesla shares will end to the hands of the bankers.
Certainly I don’t like the idea.
But that’s what will happen.
Elon start acting more efficiently towards your shareholders.
Tesla and Twitters shareholders have given you all this wealth and power.
Trust me if they see your dark side and find a new Messiah you will be in deep trouble.
The power belongs to them.
Elon has only one ace.
Twitter never wanted to be sold to elon.
Actually they wanted this golden goose for them.
Doing nothing and being paid with enormous amounts.
If he stops the drama he is creating and his bad habits maybe just maybe his attorneys will save him.
But with a lot of injuries and he will experience defeat..
@reading is never enough "he has damaged the reputation of Twitter".... or Twitter has damaged its own reputation by censorship of those they disagree with and Elon has highlighted that fact?!?! He isn't going to buy it and if he does it will be for far less. They are a Bot farm and any purchaser deserves to know how many ACTUAL USERS there are prior to purchase. Back in the day we use to call this due diligence.
@tea leaves Thanks for this. I was wondering what happened to all the Musketeers insisting he was playing 14 dimensional chess and not just a rich boob who stepped in a deep pile of manure for no good reason. And now I know. Is everyone else in denial and recycling months old arguments that time has already proved wrong? Or are you the last one in that bunker?Anyway, thanks for the rerun. Watching boot licking toadies trying to make an argument was the best part of this massive cluster f of a deal. I look forward to your insistence he “won’t buy it” for years after the deal closes in a few weeks.
Where does it state that Musk waived due diligence? Anyone have this data?
@georgefelix75 He didn't waive due diligence. He still has the right to request and review information. Everyone believes he signed the agreement that he waived DD. There were conditions to close. Twitter claims there is no material event to spoil the deal. What else would they say. There are a lot of Musk haters spewing falsehoods.
@MillionsDollarMan it’s been widely reported that he waived it. I thought someone had pulled the language from the agreement docs. I’m on a phone so kinda hard to read 150 pages of fine print.Btw, the musk haters are relatively new. I think people finally got tired of his shenanigans and entitled ways. It was sorta cute when he was toying with the SEC but he took that too far as well. It appears he doesn’t think any of societies rules or conventions apply to him.
@georgefelix75 Read the complaint filed by Twitter - it’s all laid out in 62 easy to read (damning, really) pages, plus it was all over the news. He definitely waived due diligence, the deal was not conditioned on due diligence: s3.documentcloud.org/...
After reading the comments here, it strikes me that a large proportion of the commenters should really limit their investing to index funds.
So TWTR's board, who didn't want to Sell to Elon, has hired a law firm to sue Elon to force him to Buy them, which he doesn't want to do because they won't release the BOT numbers, yet when they go to court TWTR board will have to release the BOT numbers. sounds like a heck of a deal
@WillLong Musk will prove that fake accounts are at least 20%. For every 1 fake account Twitter deletes, there are 20 that get buy. Twitter's platform allows bots to run on it. Musk knows that the bots on Twitter are more than 5%. He is very smart and savvy. He will buy Twitter at a large discount and clean it up privately.
Did TSLA drop today because of the TWTR news, or was it because NHSTA investigating other Tesla crashes? Hmm? All these headwinds for Tesla. What a shame! Tsk tsk! U.S. agency to open probe into fatal Florida Tesla crashwww.cnbc.com/...
@MillionsDollarMan
This is what happens when seniors rely on high tech gizmos thinking their Tesla can save them from accidents. Oops!Have you ever seen an old lady driving and texting at the same? Scary shit! She was driving half the speed limit while driving and texting!
This is what happens when seniors rely on high tech gizmos thinking their Tesla can save them from accidents. Oops!Have you ever seen an old lady driving and texting at the same? Scary shit! She was driving half the speed limit while driving and texting!
@MillionsDollarMan the interesting thing is what happens when people from Florida come to California.
@stevewin This isn't about liberals or conservatives. I don't give a toss about the politics of TWTR. Musk isn't that smart, at least in how he handled this whole deal. He signed a binding contract to buy a company for $44 billion without doing any due diligence or making the deal conditioned on any due diligence. Most people who know this stuff would stay that's stupid, including me. He signed a contract with a specific performance provision. He will not get away with a simple $1 billion payment. He is literally on the hook to complete the deal (the term 'specific performance' is the clue). That's the reason TWTR hired the best M&A lawyers in the country. To force Elon to do what he promised in writing. One of TWTR's lawyers is former DE Chancery Court Judge and Chief Supreme Court Judge Leo Strine. There is no one better qualified to take Elon to the cleaners.
@kata TWTR has provided Musk with their "firehose" of data. Maybe he and his advisors are really not qualified to evaluate that data. Why do you assume that TWTR failed to disclose requested data? There's been absolutely no proof or evidence of that, or any evidence that the 5% figure is incorrect. This lawsuit will not take "a few years". There is plenty of legal precedent for merger lawsuits in Delaware. This will be resolved in months, not years. Probably in early 2023, at the latest.
P.70 of the agreement, the specific performance clause:"...hereby acknowledged and agreed that the Company shall be entitled to specific performance... to consummate the Closing if and for so long as... (ii) the Debt Financing (or, as applicable, the Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing..."Seems like an awfully big out. Musk simply doesn't have the funding lined up and the specific performance doesn't apply? Legal eagles, is this a correct read?
@julianbook he’s not finding the buyout entirely. I would back out in this deal. This deal is dead.
@Seriol MUsk gave an equity commitment letter, so it’s not an easy out. A judge could rule he’s in breach and force him to comply with the contract. Twitter and it’s lawyers know who they were dealing with so he had to make representations and warranties that he would fund the equity commitment. The dela is not conditioned upon financing, so a lack of financing is not an out. If the banks pull financing that’s a different story, but they’d need a very strong basis for doing so. When Apollo’s banks pulled financing for its acquisition of Huntman in 2008, the banks ended up paying a huge penalty for not funding. Something like $1 billion (on a much smaller deal than TWTR). Huntsman was actually near bankruptcy at the time (unlike TWTR) so that $1billion award actually saved them from filing.
#BoycottteslaIf you own TWTR shares or work for TWTR, you should be standing outside of Tesla store(s) and protest day and night until Tesla's revenues craters. Get the message out! Give Elon a taste of his own medicine. Afterall, you'll be "saving democracy".
Sold my Tesla just now.I was a believer that Elon will keep his word.as my father said a man that doesn’t follow his own words should be avoided.
Sell Tesla higher.make money out of him as he made money out of you.don’t be too greedy because he may sell first.
Many people will try to persuade you that now Tesla I’ds going higher because he will not buy Twitter.trust. One thing:layers will make a lot of money.
Elon will not win.
But as many will believe in this nonsense make money and sell higher.as for me ,I will buy Berkshire in a lower price.I don’t want this drama.I want to trust.
And I don’t trust Elon any more.
I thought he would never prove to be what his haters think.
But he did.
Don’t be a hater.
Just sell in a higher price and make money.
Sell Tesla higher.make money out of him as he made money out of you.don’t be too greedy because he may sell first.
Many people will try to persuade you that now Tesla I’ds going higher because he will not buy Twitter.trust. One thing:layers will make a lot of money.
Elon will not win.
But as many will believe in this nonsense make money and sell higher.as for me ,I will buy Berkshire in a lower price.I don’t want this drama.I want to trust.
And I don’t trust Elon any more.
I thought he would never prove to be what his haters think.
But he did.
Don’t be a hater.
Just sell in a higher price and make money.
@Reading is never enough my father always said, "cut your losers early and let your winners run." Good for Elon, he just saved a bundle. You Mad bro.
@tea leaves.I dislike Twitters board.don’t be mistaken.i believed at Elon that he would accomplish his tasks because he was a narcissist and he would be a success with Tesla.
And l didn’t mind that he wasn’t on schedule with cybertruck .because I thought he wanted to make the best.
And I bought Twitter and didn’t sell and make money because I believed him.huge mistake.I never write my opinion,so can benefit from others.I only wrote my opinion to protect.
I like older people than me and I respect they know better out of experience.i prefer buffet.he keeps his word.
I don’t like Cathy woods because she pumped Tesla and the very next day she sold.I didn’t like she used people.
So I have to think the same about Elon.
But my advice is sell higher than me .because I don’t want drama ,I will take my gain and get out.and be happy you gained more than me.
I sold at 759 pre market.and not buying again ,not even at 500$.
But I know that he has his followers as I used to be one.so make money.
And l didn’t mind that he wasn’t on schedule with cybertruck .because I thought he wanted to make the best.
And I bought Twitter and didn’t sell and make money because I believed him.huge mistake.I never write my opinion,so can benefit from others.I only wrote my opinion to protect.
I like older people than me and I respect they know better out of experience.i prefer buffet.he keeps his word.
I don’t like Cathy woods because she pumped Tesla and the very next day she sold.I didn’t like she used people.
So I have to think the same about Elon.
But my advice is sell higher than me .because I don’t want drama ,I will take my gain and get out.and be happy you gained more than me.
I sold at 759 pre market.and not buying again ,not even at 500$.
But I know that he has his followers as I used to be one.so make money.
@ding dong With nine kids, folks say this is the first time Elon actually pulled out of anything.
@ding dong He didnt wave due diligence. He perused the security filings(which seemingly do not actually give a true and fair picture of the company)
Oooooooh. As surprise ending. Just like a TV show. How exciting.Or not.
I'd recommend Schweikart & Cokely LLP, they have a good track record for settling at favorable terms. They have more experience with healthcare REITs but its ok. Steer clear instead of Hamlin Hamlin & McGill LLP.
Twitter is not managed well that is a fact. It is probably the best social media app to date that will survive even when the facebooks instagrams and tiktoks will disappear into thin air. Elon was right in going for the company but it appears that his team has failed big time in carrying out the due diligence.
@timucin2 " it appears that his team has failed big time in carrying out the due diligence."That probably has something to do with Elon explicitly saying there wouldn't be any due diligence and just impulsively signing a pretty airtight purchase agreement.Just saying that was probably a factor.
Twitter is a joke! What company that wanted to make money would exclude a former President and his followers from their platform? What kind of idiotic business plan is that. Now they won’t provide the information Musk needs to make a decision. These people are idiots.
@rbrianh Elron didn't need any information to make his decision, he signed a binding agreement to buy Twitter without it, his decision was already made. He's trying to reneg on it because he can't afford it anymore.
