Musk looks to end acquisition, says Twitter hasn't provided required data

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MyIOnU

Posts: 100   +248
Just watch. Elon will walk away w/o paying the fine, or they will even sell twitter to him even cheaper price.
 

Tom Yum

Posts: 183   +438
1. So why don't they provide the data to demonstrate this?

You're misinformed on the subject. Bots are merely one of the issues the Twitter board has failed to address, others being, according to SEC filings:

2. "...failure to provide [a] including a working, bottoms-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs’ valuation model underlying its fairness opinion."


3. Oops! You've just contradicted your earlier point. Musk -- and the rest of planet Earth -- was obviously aware that bots existed. The "bot issue" Musk wanted to correct was their contribution to Tweet spam. The issue of whether or not they're counted into Twitter's daily average user base is a different one entirely.
1. They did, on the 08 June, something they didn't strictly have to do due to Musk waiving due diligence (see point below).

2. In an acquisition, you ask for this information during business due diligence. Musk waived business due diligence when he made the offer, ergo Twitter doesn't need to provide this information. Oops

3. No, the point is even if Musk can prove that % bots in the total username is greater than 5% he is doubly unlikely to be successful in winning a material breach argument in court because 1) Twitter never claimed that and 2) Musk has shown that he was aware of the problem and made the deal anyway.
 

Endymio

Posts: 1,827   +1,895
Musk waived business due diligence when he made the offer
Incorrect on every count. The original acquisition agreement did not "waive due diligence", and in fact specified several due diligence requests. From SEC filings:

"In April 13, 2022, the Reporting Person [Musk] delivered a letter to the Issuer (the “Letter”) which contained a non-binding proposal (the “Proposal”) to acquire all of the outstanding Common Stock of Twitter not owned by the Reporting Person for all cash consideration valuing the Common Stock at $54.20 per share....The Proposal was (and remains) non-binding and, once negotiated and agreed upon, would be conditioned upon, among other things, the: (I) receipt of any required governmental approvals; (ii) confirmatory legal, regulatory, accounting and tax due diligence..."


"...Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. Twitter has still not provided much of the information specifically requested by Mr. Musk in Sections 1.01-1.03 of the May 19 diligence request list that is necessary for him to make an assessment of the prevalence of false or spam accounts on its website..."


Furthermore, it is a well-established point of law that due diligence does not apply to fraudulent misrepresentation. There are literally thousands of court rulings as precedent. It took me all of three seconds to find one nearly identical to the Musk-Twitter case, ("Erlson Precision Holdings v. Hampson Industries").
In this case, the buyer managed to not only back out of a purchase agreement, but actually reverse an already-consummated sale, due to the seller's misrepresentation:

The judge concluded that, while the CEO had not himself given the erroneous forecasts to the Buyer or instructed anyone else to provide them to the Buyer, he knew (I) the forecasts had been provided to the Buyer and (ii) they were wrong and contained misleading information....Accordingly, the judge ruled that the Buyer was entitled to rescind the sale and purchase agreement for fraudulent misrepresentation.
 

PEnnn

Posts: 877   +1,061
1. They did, on the 08 June, something they didn't strictly have to do due to Musk waiving due diligence (see point below).

2. In an acquisition, you ask for this information during business due diligence. Musk waived business due diligence when he made the offer, ergo Twitter doesn't need to provide this information. Oops

3. No, the point is even if Musk can prove that % bots in the total username is greater than 5% he is doubly unlikely to be successful in winning a material breach argument in court because 1) Twitter never claimed that and 2) Musk has shown that he was aware of the problem and made the deal anyway.

You're wasting your time trying to point out to MAGAts there is such a thing as logical thinking!!
 
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