Elon Musk looks down and stops during a press conference held at SpaceX’s Starbase facility in South Texas on February 10, 2022, near the village of Boca Chika.
AFP via Getty Images
h, here you think Elon Musk’s — Amazing, Stunning বিরুদ্ধে Crusade Against Spam Bots was the most important issue we have to discuss on Musk-Twitter-dom this week.
Well, it’s not, and it came from Elon Musk’s injection of a new amount of uncertainty into his Will-She-No-Twitter purchase on Thursday evening when Insider filed a detailed sexual misconduct charge against him. A former SpaceX flight attendant is said to have paid $ 250,000 to calm him down after seeing his naked penis and asking for a child. Musk told Insider that “there is more to this story” and went on to describe the reporting as a politically motivated attack without going into more detail, if he had really bought it, but because of his clear desire to reverse the restraint policy on Twitter. Institutions.
Does his Twitter takeover offer have any effect? It probably won’t. And it is, logically, certain that no one will buy Musk’s political-smear-job defense and fall into the trap of believing that CEOs should not show their conspiracy to their employees. But but! With too much emphasis on the word “longshot” there are a few longshot possibilities where complaints can be made.
Twitter boards could be, Maybe These allegations of sexual harassment can be used to justify a change of board position. This could lead to a turning point in Section 6.5 (d) of the Board Consolidation Agreement, a so-called “intervening event”, which basically means that something unexpectedly bad happened after the signing of the agreement. Or they may use Section 5.1 (a), the so-called “Parent Material Adverse Effect” section, which basically means that if the acquirer (in this case Musk) hides a fact that will significantly affect the ability to close the contract, the acquirer (Twitter) will move away. Can.
“Maybe, maybe, maybe the board could change its recommendation,” said Matthew Gutti, a law expert at Rutgers University who specializes in corporate matters. “But it does seem a bit stretched.” The board will be in a position to weigh the seriousness of the complaint “against its fiduciary obligation to maximize shareholders’ value in a sale,” Gutti said. “Since there is no other game in town” Twitter did not offer any other offers to buy the company: “They probably won’t.” And if the board does, it will have to pay the $ 1 billion break-up fee mask detailed in the merger agreement. (A Twitter spokeswoman declined to comment Friday morning about the inside story and whether it changed the board’s thinking.)
A shareholder vote will be held on May 25 to decide whether the merger should proceed Perhaps if there is enough resentment over the complaint, shareholders will reject the deal এমনকি even if the board does not change its recommendation. The vote will depend on the activities of Twitter’s major institutional shareholders, and not you, the average Twitter investor at home. And those corporations ভ Vanguard, State Street, Blackrock, the names of Twitter’s three biggest investors will be asked to do the same mental balance as the board: Are these allegations enough to abandon the deal even though we know Twitter probably isn’t? Going to see another one like this, maybe ever?
They could very well answer that question negatively, with pressure on the agreement, and with that in mind, there is another element of this discussion that should be raised now. At the moment, Musk has confirmed that he will not sign the deal on his original $ 54.20-a-share offer, saying Twitter has confused him about the proliferation of spam bots on the platform. Twitter says it didn’t confuse him, and won’t discuss it again, so it looks like they’re heading to court.
Twitter will have the opportunity to sue Mask, arguing that it violates the “specific performance” clause of the consolidation agreement and deviates from the unreasonably agreed $ 54.20. A lot has to go right for Twitter for that argument based on specific performance to work. Musk must not stop this deal. The agreement will require approval from shareholders. A judge will then be able to comment on specific performance.
This process will be slow. It will take a long time. “You’re talking about a three- to four-year process of going through court and then appeals,” said Mark Williamson, a corporate and M&A lawyer and partner at Lathrop GRP.
Really, is there a time on Twitter when sitting in a sit-down, hoping that Musk, who doesn’t even seem to want the company anymore, will buy the company? Twitter, which has been in trouble since before the advent of the mask, has seen only sporadic profits and low returns in its 16 years of existence. (That’s why it doesn’t find a buyer more delicious than a mask to sell itself.) Moreover, Twitter is a public company, and public company shareholders are generally not impatient, of course, “don’t wait for the court to decide the company. Future year after year.” Patient, meanwhile, will not be overwhelmed by the demands of the same time crisis. You can leave Twitter and leave altogether, or you can leave at a lower price if it drops to $ 42.69. Come on in, take a look and enjoy yourself!
That being said, there is no guarantee that you will sue Mask for a specific performance. The most likely result is that Twitter pays and the mask gets a lower price. “With this probably dragging on for a long time, I think something is going to go back and forth, and in the end, the parties will come together to amend the agreement,” Williamson said. And what’s left for Twitter’s board and shareholders is this: they chose to ignore allegations of misconduct in order to sell the company to Musk, and they still haven’t got what they wanted.
