Illustrated by Stephanie Jones | Photographs by Britta Pedersen-Pool / Getty, Sittichai Karimpard / Aim, Nataya Mahaum / Aim, Vicky Jouron, Babylon and Beyond Photography
OhOver the past two months, several labels have been applied to Elon Musk’s proposed $ 44 billion Twitter acquisition. Byout, in various ways, a story told, a DramaA conflict, a war and “Capitalism has become rogue“When a story involves someone as colorful as musk, and when the narrative starts to change just like that, it’s easy to create increasingly colorful terms to describe the event.
And why stop now? Musk certainly did not. What Musk has been saying over the past few weeks has changed the story again with Monday: he will cancel the deal and leave unless Twitter lets him see the data used to calculate his guesses about bots and spam accounts. Site traffic estimates may be inflating. Twitter says he can’t, and won’t.
At the moment, the Musk-Twitter deal is less about what is being called a story or a drama. Really, it’s like a multi-billion dollar game of chicken now: the musk behind the wheel of a car’s proverb, the Twitter board piled up in the other, two cars rushing towards each other.
The game’s dynamics begin with Musk’s claim that Twitter has more bots than the company admits. Twitter and its CEO Parag Agarwal maintain that these spammers account for less than 5% of the daily active accounts. The percentage suggested by Mask is much higher, probably five times higher.
On Monday, Musk said Twitter’s failure to provide him with bots’ data constituted a “material breach” of the consolidation agreement, a sufficient violation for him to cancel the agreement. Earlier, he suggested a slightly different point of argument Inconsistency This could be enough to invalidate the agreement between his number and Twitter, perhaps because a discrepancy between his number and Twitter could constitute a fraud on the part of Twitter অথবা or, if not direct fraud, the discovery of inconsistencies could fall into a category – “Material Adverse Change.” “It simply came to our notice then. If advertisers find that the place is, in fact, a ghost town full of fake profiles য়া fake people they will probably be less interested in paying for advertising there. Too bad for a company that relies on advertising revenue. Very materially unfavorable, you might say.
But can you say that the court has a shot of the mask to prove both cases? Here, lawyers and legal experts tend to hem and how. Probably not, they usually say. And the latest bit about Twitter is that not sharing its bot data with it is particularly thin, those experts say. George Gayes, a professor of corporate law at the University of Virginia, explained, “There is no specific word in the merger agreement that forces Twitter to do what Mask says, and so Twitter is not violating the agreement if they refuse.” “In most consolidation agreements, sellers have an obligation to assist the buyer with due diligence. But Kasturi has abandoned it. ” Yes, he did relinquish his right to persevere when he first struck a deal with Twitter’s board in April.
But what if Mask doesn’t look for a convincing legal case? What if he just wants to: “Lift up,” Gayes says. “My guess is that at some point a week or two ago, he asked her to look at his lawyers more closely and said, ‘Get me the real leverage of the transaction.'”
This is why it is not really important to consider whether Mask Bot is correct or Twitter. Musk doesn’t have to be right and win a trial. All he has to do is find a way to file a lawsuit and get Twitter involved in the case. And he’s probably already found enough to do it, says the same expert. Musk can wait and bear the million-dollar fee that his Scaden, Arps lawyers will collect; Publicly traded Twitter does not have the same luxury of unlimited time. The Twitter board saw the company sell to Mask for শেয়ার 54.20 per share as a wise complement to its fiduciary obligation to investors.–Especially since the stock market has sunk since the deal was approved. But does forcing the business into a dangerous situation year after year যেমন as the court examines the Mask case পালন does the same thing? Even if the board agrees, the shareholders may not do so. The deal still has to go to investors for a vote, which will happen sometime later this year.
Predicting how this game of chickens will end – a competition that has already proved so unpredictable – begs for the chance to get a full face in the egg. For a full discussion, though, here’s an educated guess about the outcome: if markets are disappointed, the Twitter car first slams its proverbial brakes and the board reconsiders. In the long process of involving some Delaware judges in the process, the company has to lose more than just a mask.
Two more points to reinforce this conclusion. A few weeks ago, Musk recovered the funding needed for his bid, removing a risky margin loan from the $ 45 billion-plus equity and debt package. Generally, you do not need to change the terms of financing as soon as you can. Then there is the simple, time-tested fact that most fine-print M&A disputes almost always end with the creation and completion of two-way transactions. Ask a lawyer (or more) and they can usually point to just one or two examples that are completely damaged by the legal system. As is happening, in the most recent case of 2018, a court allowed German healthcare company Fresenius to withdraw from purchasing a generic drug manufacturer Acorn, although the scale of Acorn’s problem seems to be far more deadly than even the most fluffy – create images about bots on Twitter.
Yet Fresnius-Acorn is the exception. Not often, things usually come to the same conclusion as they did for LVMH when it came to Tiffany & Co. Who bought Citing the impact of the epidemic on LVMH Jewelers’ business, the two luxury companies sued each other in 2020 after trying to cancel a deal to buy Tiffany. In the end, they settled out of court when Tiffany agreed to a slight reduction of less than 3%.
“If you want a discount, don’t go and say, ‘I want a discount,'” said Andrew Verstein, co-director of UCLA’s Lowell Milken Institute for Business Law and Policy. “You just have to have some excuse for a seller to go over their components and say, ‘Look, this guy has a tough bargain, and he’s got some issues, and we’re willing to cut a new deal.'”
