Twitter has to remain committed to the bit of being purchased by Musk to get any kind of consolation prize Even if that is true - and I have no reason to believe it is - Musk’s team still has to demonstrate that it matters in some material way to the business. Musk’s transparently bad-faith rationale for getting out of the deal with Twitter is that there are too many spambots, and the company won’t give him the data he needs to determine exactly how many there are. This is kind of different from a half-baked assertion that Twitter’s accounting for inauthentic activity is wrong. That would put something of a damper on a merger! “Fresenius was able to prove Akorn was making up its data,” Redburn says.
In 2018, medical group Fresenius, best known for its US dialysis service, successfully did not buy drugmaker Akorn because Akorn hid a whole bunch of business problems.
There’s one high-profile case where a buyer successfully got out of a transaction - and it was because of fraud. In fact, Delaware’s Chancery Court, which is widely used by businesses, tends to be fairly unsympathetic to buyer’s remorse, Redburn says. “That’s a tough position for a buyer to be in,” Redburn says. Because Musk waived due diligence - that’s the thing when you do some research on the company you’re acquiring before you agree to an acquisition - his ability to walk away from the deal is constrained. Can Twitter win? “He signed a contract, it says what it says,” says Tom Redburn, the chair of securities litigation at Lowenstein Sandler, after he finishes laughing at my exasperation. When the Twitter complaint dropped, my impression, on the first read, was that someone really had a lot of fun putting it together, not least because the screenshot of Musk’s poop tweet got included: Just guessing that whoever formatted this document was chuckling darkly the entire time. That firm then filed a lawsuit against Musk to try to force the merger to go through. Twitter lawyered up in the rudest possible fashion: with the firm that came up with the poison pill. Why else would he be busy testing how well Americans enforce their laws?Ī quick recap: Musk is attempting to do a runner on the Twitter acquisition, and Twitter isn’t having it. Maybe Elon Musk was serious for a change! Maybe he really did want to own an also-ran social network! Maybe Musk was really looking forward to giving himself ulcers dealing with content moderation issues! People have done weirder shit for power, and I think we can all agree that Elon Musk is deeply interested in power. Look, I was willing to believe I’d called it wrong after the merger agreement went through.
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