in 62 lawsuit pages On Tuesday, Twitter accused Elon Musk of violating the agreement to purchase the social networking company in its favour 44 billion dollars. Mr. Musk, the richest man in the world, tried to do it Undo the acquisitionciting the number of fake Twitter accounts and accusing the company of not giving him enough information about the problem and of misrepresenting itself.
In its lawsuit, Twitter sought to prove that it had the right to sue him to close the deal and to show that Mr. Musk’s allegations against it were baseless. Instead, it was Mr. Musk who broke the agreement, the company said. Twitter was tough, calling its escape strategy a “model of hypocrisy” and a “model of bad faith”. Her argument was supported by several tweets from the billionaire.
Here are the main points Twitter made to try to show that it wasn’t a deal-breaker and that Mr Musk was.
Twitter says it has given Mr Musk the necessary disclosure of the spam accounts.
Contrary to Mr Musk’s claims that Twitter halted its efforts to obtain information about spam accounts, the company said in its lawsuit that it provided him with the data. When Mr. Musk asked for information, the company honored some of his requestssuch as the delivery of the so-called fire hoseor a massive influx of tweets.
But even as it did so, Twitter said in its invitation, Mr. Musk’s demands for information had gradually become irrational.
According to the lawsuit, “From the beginning, the defendants’ information requests were designed to try to scuttle the deal.” Musk’s increasingly outlandish requests do not reflect a true scrutiny of Twitter’s operations but a litigation-driven campaign to attempt to establish a record of Twitter’s lack of cooperation.
Twitter says it had no “material negative impact”.
Mr. Musk has argued that Twitter’s public disclosures that about 5 percent of its users are bots are materially misleading, which could constitute a “material adverse effect” under the terms of the deal. Mr. Musk’s contract with Twitter requires that regulatory disclosures since January be accurate.
But Twitter noted that regulatory filings cautioned that the numbers were estimates. (Twitter CEO, Parag Agrawal, shows how the company detects and combats unwanted bots.) Twitter also said the presence of the bots was part of the reason why Mr. Musk wanted to buy Twitter. It has had a “material negative impact” because its regulatory disclosures, which estimate that nearly 5 percent of its users are bots, are misleading. Twitter confirms
Twitter says it has run its business as it normally does and has kept Mr. Musk updated.
Mr. Musk said another reason he wanted to pull out of the deal was that Twitter was not running its business as he had expected during closing of the acquisition. Musk said, among other things, that Twitter slowed hiring and didn’t give him an ultimatum Before the recent dismissal of two CEOsWho said he violated the terms of the deal.
But Twitter said in its lawsuit that its slowdown in hiring is consistent with what Mr. Musk has told the company he wants. The company added that it had informed Mr. Musk’s lawyers of its decision to fire the executives and that the lawyers had “no objection”. The lawsuit did not say when Mr. Musk’s lawyers were informed of those decisions.
Twitter says Mr Musk violated the agreement by halting efforts to close the deal.
Under the terms of the agreement, Mr. Musk must make his “best reasonable efforts” to close the deal, including securing debt financing for the $44 billion purchase.
But Twitter said in its lawsuit that Musk appeared to have abandoned efforts to complete his debt financing, breaking the agreement. Moreover, the company said he disappeared when Twitter executives, including Ned Segal, the company’s chief financial officer, reached out to discuss numbers related to spam accounts that Mr. Musk had expressed concern about.
Musk also appears to be getting rid of executives who were working to help him close the deal, such as Bob Swan, the former CEO of Intel, according to the lawsuit. On June 23, Mr. Musk told Twitter, “He has asked Swann to leave the transaction proceedings, because we are not on the same wavelength,” the lawsuit said.
Twitter says Mr Musk violated the terms of the deal by disparaging the company.
The deal also stipulated that Mr. Musk could not disparage Twitter or its employees in tweets. However, he did so multiple times, Twitter argued, in violation of the agreement.
The lawsuit included screenshots of a number of Mr Musk’s tweets, including one that said a Twitter lawyer told him he had violated a nondisclosure agreement. In another clip, Mr. Musk used a stool emoji in response to a tweet from Mr. Agrawal. In addition, Twitter cited Mr. Musk’s comments, both on Twitter and at conferences, that publicly questioned the correctness of Twitter’s disclosure of spam accounts.
“Infuriatingly humble analyst. Bacon maven. Proud food specialist. Certified reader. Avid writer. Zombie advocate. Incurable problem solver.”