[HN Gopher] Notice of termination of Twitter merger agreement
___________________________________________________________________
Notice of termination of Twitter merger agreement
Author : coloneltcb
Score : 1252 points
Date : 2022-07-08 21:24 UTC (1 days ago)
(HTM) web link (www.sec.gov)
(TXT) w3m dump (www.sec.gov)
| bandrami wrote:
| He spent _a billion dollars_ to troll hand-wringing Twitter users
| legitster wrote:
| Oh boy. The real circus is about to begin. Everything before this
| was just a warm up.
| x86x87 wrote:
| Nowadays when everything is just circus is hard to say when
| things start and when they end. One thing is clear to me - Elon
| didn't learn anything from his previous episodes ("funding
| secure", calling people names, crypto scams, etc).
| phendrenad2 wrote:
| This is going to end with Elon a lot poorer, and Twitter owning a
| large chunk of Tesla stock, isn't it?
| CogitoCogito wrote:
| If I were Twitter, the last thing I would accept is Tesla stock
| when what I really was owed is cash.
| codeulike wrote:
| I stand by my theory that the whole thing was a displacement
| activity that caught his attention instead of something else more
| arduous that he was supposed to do that month.
|
| Like when I suddenly develop an interest in Columbo trivia when
| actually I'm supposed to be doing my accounts.
| encryptluks2 wrote:
| Would be even funnier if it had to do with impressing a woman.
| nemo44x wrote:
| Why would he spend $44B on a company worth $28B today? I'd make a
| new offer of $35B. They'd probably accept.
| compiler-guy wrote:
| Because he signed a contract to that effect, without any
| contingencies if the stock went down. He doesn't really have a
| choice except to go through an extended legal process that
| likely will end up going against him.
| nemo44x wrote:
| I'd rather lose $1B than $15B. Stock will rank to < $10/share
| over next year now.
| manquer wrote:
| They can't accept anything like that , twitter board would get
| sued by their shareholders for any price renegotiation.
|
| Shareholders would sue them as most legal theory says twitter
| would win in court and enforce the deal, so there is no reason
| for the board to renegotiate instead of going to court, the
| board has fiduciary responsibilities.
| nemo44x wrote:
| Why not? Elon would be snarky to not buy and only lose $1B vs
| $10B. Clearly after investigation the company isn't worth
| that and the public markets will vet forget. The stock likely
| tanks to < $10 over the next year now.
|
| They should be happy to get $35.
| manquer wrote:
| That model works when the parties in power own the business
|
| The board does not own twitter, they only have fiduciary
| power to act on behalf the interest of shareholders. The
| merger agreement is strong and legal precedence in such
| cases has almost always been in favor of the seller ,
| Twitter's probability of winning in court is therefore
| quite high and they can reasonably expect to force Musk to
| honor the agreement.
|
| Given this scenario, there will be significant portion of
| shareholders ( likely the majority) who would want to take
| the legal route and try and maximize their value, even more
| so because now the stock is not going to reach same levels
| anytime soon.
|
| If the board did not honor these expectations, those
| shareholders have good cause to sue and win an argument
| that board did not do their job[1] and have to compensate
| them for lost value in the sale. Loosing such a
| case(likely) will be catastrophic for the board members.
|
| [1] This construct and limitations on the board is there
| for good reasons, otherwise a buyer would just bribe the
| board with far smaller amount than the value of company .
| alfor wrote:
| Elon is pretty straightforward.
|
| The deal is obviously not worth it if a sizable chunk of user are
| fake.
|
| His first action would be to get rid of fake account and doing so
| decrease the value of Twitter for him and everyone that join him.
|
| It's better if the value decrease now to reflect reality, then
| buy at a far price and improve from that point.
|
| I think the deal might go own at a much lower price. The lying is
| going to get out, the value of Twitter will then have to be
| evaluate at the current economic level.
| minimaxir wrote:
| Elon waived his right to due diligence when he first made the
| offer to buy Twitter, so backing out of the deal by arguing a
| lack of due diligence is very funny.
| tazjin wrote:
| They write
|
| > Despite public speculation on this point, Mr. Musk did not
| waive his right to review Twitter's data and information simply
| because he chose not to seek this data and information before
| entering into the Merger Agreement. In fact, he negotiated
| access and information rights within the Merger Agreement
| precisely so that he could review data and information that is
| important to Twitter's business before financing and completing
| the transaction.
|
| Is the merger agreement public?
| riazrizvi wrote:
| He was specifically looking for
|
| > 1. Information related to Twitter's process for auditing
| the inclusion of spam and fake accounts in mDAU.
|
| > 2. Information related to Twitter's process for identifying
| and suspending spam and fake accounts.
|
| His principle activity is influencing. The main sticking
| point of the proposed merger is information on how Twitter
| polices fake accounts. Nothing suspicious about this at all.
| Reminds me of the time a wolf was interested in buying my
| farm, and mainly wanted to know when my dog was chained up
| and how long the chain was exactly.
| ImPostingOnHN wrote:
| From what I understand, the sticking point is the total bot
| count, and since ElMu can't produce a trustworthy/reliable
| bot count which differs from Twitter's (meaning, he can't
| defend his claims), he appears to be switching to attack,
| trying to get data on how _Twitter_ produces their counts,
| even though he can 't convincingly articulate any issues
| with either it or the result.
| namdnay wrote:
| The sticking point is that he put an offer in when the
| company was worth twice what it is today, so now he'll
| try anything to wriggle out of his commitment
| jcranmer wrote:
| First result on Google cropped up this:
|
| https://www.sec.gov/Archives/edgar/data/1418091/000119312522.
| ..
| rahimnathwani wrote:
| Section 6.4
| floxy wrote:
| >Section 6.4 Access to Information; Confidentiality. Upon
| reasonable notice, the Company shall (and shall cause
| each of its Subsidiaries to) afford to the
| representatives, officers, directors, employees, agents,
| attorneys, accountants and financial advisors
| ("Representatives") of Parent reasonable access (at
| Parent's sole cost and expense), in a manner not
| disruptive in any material respect to the operations of
| the business of the Company and its Subsidiaries, during
| normal business hours and upon reasonable written notice
| throughout the period commencing on the date of this
| Agreement until the earlier of the Effective Time and the
| termination of this Agreement pursuant to Article VIII,
| to the properties, books and records of the Company and
| its Subsidiaries and, during such period, shall (and
| shall cause each of its Subsidiaries to) furnish promptly
| to such Representatives all information concerning the
| business, properties and personnel of the Company and its
| Subsidiaries as may reasonably be requested in writing,
| in each case, for any reasonable business purpose related
| to the consummation of the transactions contemplated by
| this Agreement; provided, however, that nothing herein
| shall require the Company or any of its Subsidiaries to
| disclose any information to Parent or Acquisition Sub if
| such disclosure would, in the reasonable judgment of the
| Company, (i) cause significant competitive harm to the
| Company or its Subsidiaries if the transactions
| contemplated by this Agreement are not consummated, (ii)
| violate applicable Law or the provisions of any agreement
| to which the Company or any of its Subsidiaries is a
| party, or (iii) jeopardize any attorney-client or other
| legal privilege. No investigation or access permitted
| pursuant to this Section 6.4 shall affect or be deemed to
| modify any representation or warranty made by the Company
| hereunder. Each of Parent and Acquisition Sub agrees that
| it will not, and will cause its Representatives not to,
| use any information obtained pursuant to this Section 6.4
| (or otherwise pursuant to this Agreement) for any
| competitive or other purpose unrelated to the
| consummation of the transactions contemplated by this
| Agreement. Parent will use its reasonable best efforts to
| minimize any disruption to the respective business of the
| Company and its Subsidiaries that may result from
| requests for access under this Section 6.4 and,
| notwithstanding anything to the contrary herein, the
| Company may satisfy its obligations set forth above by
| electronic means if physical access is not reasonably
| feasible or would not be permitted under applicable Law
| as a result of COVID-19 or any COVID-19 Measures. Prior
| to any disclosure, the Company and Parent shall enter
| into a customary confidentiality agreement with respect
| to any information obtained pursuant to this Section 6.4
| (or otherwise pursuant to this Agreement).
| [deleted]
| AlphaSite wrote:
| I suspect Musk violated these terms himself: > Parent
| will use its reasonable best efforts to minimize any
| disruption to the respective business of the Company and
| its Subsidiaries that may result from requests for access
| under this Section 6.4 and, notwithstanding anything to
| the contrary herein When he made a public m spectacle of
| the requests for users, etc and publicised data.
| rvz wrote:
| So the fraudsters at Twitter knew, and Twitter is in fact
| a spam bot utopia, hence why they didn't want to provide
| all the data that Musk requested.
|
| Either way, I am laughing at all of them. (Yes. Elon also
| played the fraudster role as well)
| ImPostingOnHN wrote:
| after he complained about his access to their API, they
| additionally provided him with access to their Firehose,
| which is essentially a stream of all their data
|
| what did musk's filing say about that? any complaints?
| csours wrote:
| Yes they knew, and they've been saying so for ages. They
| disclose it in their SEC reports. It doesn't matter.
|
| What matters is that Elon has a bad time when he goes on
| Twitter because he is bombarded by bots and spam.
|
| If there were only 3 bots on Twitter, they would all be
| bombarding Elon. If there were no bots on Twitter, he
| would still be bombarded by spam.
|
| I guess you can't really use "I'm tired of my personal
| experience being terrible on Twitter" to raise money to
| buy Twitter, or to keep your fanboys engaged, or whatever
| Elon is thinking.
|
| Personally, I think "I'm tired of my personal experience
| being terrible on Twitter" would have been a very honest
| way for him to approach the whole matter.
|
| I also think that it is very natural for people to feel a
| threat or emotion or anger and then pin that on an
| external actor or actors, when it's something that they
| feel inside themselves.
| kevinmchugh wrote:
| It seems to me that he could've, as a board member, said
| loudly (and publicly!) that the experience for high-
| follower, highly active accounts sucks, and they would've
| had to listen
| csours wrote:
| Yea, I really don't understand. I think maybe you have to
| be a billionaire to get it.
| kevinmchugh wrote:
| I wonder how many other billionaires are sitting around
| trying to figure this out, why he went so big and flashy
| at-fates-hands wrote:
| This is probably the document more people will be
| interested in.
|
| It outlines the fraud allegations:
|
| https://www.sec.gov/Archives/edgar/data/1418091/00011046592
| 2...
| JumpCrisscross wrote:
| > _Is the merger agreement public?_
|
| Yes [1].
|
| [1] https://www.sec.gov/Archives/edgar/data/0001418091/000119
| 312...
| tptacek wrote:
| This argument is a sleight of hand. Nobody has claimed that
| Musk waived his right to information from Twitter. What he
| waived was his right to diligence, which is the right to
| information _along with the discretionary right to terminate
| the deal based on it_. What he waived was the ability to do
| anything with the information absent an (impossible to
| obtain) MAE discovery.
|
| The obvious legalese thing to do in Musk's buyers-remorse
| situation is to use the information rights to make demands so
| unreasonable no acquiree can reasonably honor them, which is
| exactly what he seems to have done here.
| aeternum wrote:
| Instead of all this interpretation you're posting, why
| don't you post the actual language of the deal so people
| can decide for themselves?
| zrobotics wrote:
| Perhaps, the actual language of the deal is written in
| legalese and providing a clear interpretation is
| valuable? I've certainly been in meetings with lawyers
| that my company specifically engaged for their ability to
| provide an interpretation of a contract in clear
| language. Now, nobody paid the GP to provide that
| interpretation, but it seems silly to pretend that it's
| invalid to speculate on the interpretation of a contract
| when there is an entire profession specialized in the
| minutia of similar activity.
| diffeomorphism wrote:
| That misses the point. The question was whether the
| "clear interpretation" was actually accurate. In other
| words GP's interpretation might simply be wrong.
|
| > invalid to speculate.
|
| Then say that you are speculating instead if claiming it
| as the truth.
| zrobotics wrote:
| Oh, have you never dealt with lawyers? There are usually
| multiple valid interpretations of a contract, depending
| on what side you are on. I didn't claim to be an oracle
| of truth, I'm not even tangentially related to this case
| (as I suspect 99% of the commenter here are).
|
| This is a legal matter, and often it comes down to which
| side argues their case better. It isn't code where there
| is only the factual interpretation as seen by the
| compiler; law takes into account the fuzzy human
| interpretations that often frustrate programmers.
| Ultimately, this contract will be enforced by the courts
| in whichever side makes a better case.
|
| Note that this may mean that even if Elon is in the wrong
| by canceling, the court may find in his favor simply due
| to the potential economic fallout. Sucks, but if law was
| a cut and dried thing we would have eliminated lawyers
| long ago.
| CogitoCogito wrote:
| Well-written contracts don't really have multiple valid
| interpretations. I don't know why we should assume the
| contract wasn't well-written.
| aeternum wrote:
| Well if that's your definition, I'd go so far as to say
| 'well-written' contracts don't exist.
| CogitoCogito wrote:
| > Well if that's your definition, I'd go so far as to say
| 'well-written' contracts don't exist.
|
| Do you believe it's not possible to draw up clear
| contracts with clear meanings? Do you believe that if you
| just take any contract and pay a lawyer some money, they
| can argue whatever? In that case, what's the purpose of
| drawing up a contract at all?
| aeternum wrote:
| Language is imprecise so I'd argue it is basically
| impossible to create a contract with zero ambiguity.
|
| Resolving that ambiguity is an important function of law
| and I'd go so far as to say the primary function of the
| court system. I do believe that if you pay a lawyer
| enough money you can probably find one willing to argue
| what you want although you may not win.
| JamesSwift wrote:
| https://www.sec.gov/Archives/edgar/data/0001418091/000119
| 312...
|
| Copying a previous reply I've made on this:
|
| Section 5.11 ("Parent" and "Acquisition Sub" is Musk,
| "Company" is Twitter):
|
| > Each of Parent and Acquisition Sub has conducted, to
| its satisfaction, its own independent investigation,
| review and analysis of the business, results of
| operations, prospects, condition (financial or otherwise)
| or assets of the Company and its Subsidiaries. In making
| its determination to proceed with the transactions
| contemplated by this Agreement, including the Merger,
| each of Parent and Acquisition Sub has relied solely on
| the results of its own independent review and analysis
| and the covenants, representations and warranties of the
| Company contained in this Agreement
|
| So, in essence:
|
| 1) Musk has been afforded the opportunity to address any
| concerns he has with Twitter
|
| 2) Any concerns of Musks have been satisfactorily
| resolved by Twitter
|
| 3) In determining said satisfaction, Musk is relying on
| his own judgement and analysis, and is not relying on any
| analysis by Twitter.
| aeternum wrote:
| He independently reviewed the covenants, representations
| and warranties of the Company but there could still be an
| issue if those representations (by the Company) were
| falsified or fraudulent.
|
| If you are buying a bank under these same terms and the
| bank represents that they have $X in deposits, then it
| turns out that they actually have $X/2 in deposits are
| you saying the transaction should also be forced to
| proceed?
|
| Is it meaningfully different here because X is # real
| users rather than dollars?
| JamesSwift wrote:
| Theres a couple differences here.
|
| First, so far its not an argument that the data is
| "falsified or fraudulent". Its merely that the data is
| incorrect. Theres a very big difference, and the 10-Q
| claims are so measured and non-committal that its very
| hard to even find anything that could be construed as
| falsified/fraudulent. The claims themselves even go ahead
| and say it might not be right, even implying they have a
| significant likelihood of imprecision due to the
| methodology employed.
|
| In order for the claims to be falsified/fraudulent, you
| would have to have actual deliberate lying and coverups
| to get there. In other words, they found 20% but
| _intentionally still put 5% even though its a made up
| metric that they can just move the goal posts on_. It
| just doesn't make any sense to do that and, in my
| opinion, is _extremely_ unlikely to be found during
| discovery.
|
| Second, if the argument being made is that he thinks its
| higher than 5% _and isnt arguing deliberate fraud_ then
| the clause I pasted above absolves Twitter because it
| says Musk has been afforded the opportunity to fact check
| it and has no reason to debate the accuracy of the claim.
| aeternum wrote:
| Well based on the termination letter it looks like they
| are claiming it is deliberate since the number of known-
| spam accounts (blocked accounts) were not subtracted from
| the reported total user count.
| deelowe wrote:
| > The obvious legalese thing to do in Musk's buyers-
| remorse situation is to use the information rights to
| make demands so unreasonable no acquiree can reasonably
| honor them, which is exactly what he seems to have done
| here.
|
| They posted an opinion, not interpretation... The part
| before the opinion as simply for context.
| [deleted]
| stale2002 wrote:
| Why don't you go do it yourself?
|
| Someone else gave their opinion.
|
| If you disagree, then say why.
|
| If you want that evidence, then go get it yourself.
| suzzer99 wrote:
| So it's like waiving contingencies on a house, then trying
| to back out because it has electrical problems?
| bigbluedots wrote:
| No, it's like trying to back out because you don't like
| electricity any more
| JamesSwift wrote:
| Yes its public, just as this letter is. Notice that they dont
| refer to any specific section of the agreement in this
| portion of the statement, unlike the other references they
| make to the agreement.
| that_guy_iain wrote:
| They're not claiming a lack of sue diligence, they're claiming
| fraud. Which is different. They're saying they're lying about
| the numbers. Which would be fraud.
| zimpenfish wrote:
| > They're saying they're lying about the numbers. Which would
| be fraud.
|
| But they've been sending the SEC these same numbers
| calculated using the same methodology since 2013, right? If
| they were materially adverse circumstances, you'd imagine
| that someone would have caught this in the last 9 years...
| rocqua wrote:
| They have said, our bes guess is 5%, but the accuracy is
| limited by these factors, and we make very little promises
| that it is correct.
|
| Besides, Musk has been complaining about bots for a long
| time, and has made it clear he doesn't believe the 5%
| number way before the acquisition. If the 5% number was a
| sticking point for him, he could have demanded due
| diligence. He did not demand that, thereby waiving his
| rights.
| teej wrote:
| This flavor of "fraud" is something I'd expect an activist
| investor or short-seller to address, not the SEC.
| dragonwriter wrote:
| The SEC isn't being asked to address anything, it's being
| informed that Musk is moving to drop the merger which was
| something SEC had to be informed about the same way that
| it had to be informed of the merger plans, as I
| understand it.
| rocqua wrote:
| This is now going to a Delaware court, not the SEC. The
| filing here is just a notification to shareholders.
| camjohnson26 wrote:
| Also, Musk routinely knowingly confuses DAUs and normal
| users. Twitter claims 5% of daily active users are bots,
| but Musk complains about how many of his followers are
| bots, when clearly many of those wouldn't be DAUs.
|
| Twitter's CEO has addressed this. Musk responded with a
| poop emoji: https://twitter.com/paraga/status/1526237578843
| 672576?s=20&t...
| la64710 wrote:
| Which only shows Musk is shit himself,
| woevdbz wrote:
| Not only that, but _monetizable_ DAUs, which is basically
| an advertising metric consisting primarily of folks whose
| only actions on a given day might just be "checking my
| feed, liking a couple posts", and from which fake users
| are likely already removed without there being a strong
| reason to shut down their accounts. Whatever ad
| impressions those users get don't get billed to
| advertisers, and there's no strong motive to shutting
| them down if they haven't published anything contravening
| Twitter's policies...
| [deleted]
| rkagerer wrote:
| I can't get to the end of that thread without the Signup
| nag taking over the whole window and obliterating the
| content. Tried half a dozen times. Finally got there via
| an Incognito window (though still don't see Musk's
| response).
|
| So Twitter tagged my device with a cookie specifically
| meant to keep me from viewing users' content. How's that
| support their mission statement, _" To give everyone the
| power to create and share ideas and information
| instantly, without barriers"_?
|
| It's not in my interest, or that of their users. The only
| benefit is to their bottom line, and I'd argue tactics
| like that do more long term damage than good. Certainly
| doesn't make _me_ want to sign up or log in.
|
| Go choke on Elon's <shit emoji>, Twitter. _/ rant_
| raydev wrote:
| > Twitter claims 5% of daily active users are bots
|
| You also left out an important piece: 5% of their
| *monetizable* DAU. Not just DAU.
|
| But you're right, Elon's been convincing the public that
| Twitter has made claims they never actually made.
| delaaxe wrote:
| They who and they who?
| timmytokyo wrote:
| They'd have to prove it in court. Good luck with that.
| electic wrote:
| It is quite easy to prove twitter is mostly full of bots.
| You do not even need a firehose to come to that conclusion.
| not2b wrote:
| Right, but Twitter's method of counting the number of
| daily active users, meaning the number who are seeing
| ads, which is what the SEC report refers to, was
| allegedly designed to exclude most bots. Perhaps it's
| wrong, but they never said 5% of _accounts_ are bots (far
| more are).
| dredds wrote:
| Twitter's SEC filing: "In making this [mDAU]
| determination, we applied significant judgment, so our
| estimation of false or spam accounts may not accurately
| represent the actual number of such accounts, and the
| actual number of false or spam accounts could be higher
| than we have estimated."
|
| Neither side said bots, but bots _should_ be a subset of
| "false or spam" accounts. They basically used "our
| judgement" and give themselves complete discretion. And
| 5% is a nice round number plucked from nowhere which
| sounds awesome! Providing proof of that to a Banker or
| Backer (or Elon or a future Jury) isn't therefore
| possible or intended. It's marketing spin in an SEC
| filing.
| vehementi wrote:
| > but bots _should_ be a subset of "false or spam"
| accounts
|
| Do you mean "they should report all bots as part of their
| false or spam accounts number", or that you believe
| logically bots are in fact a subset of the number twitter
| reports, and so twitter's number is bogus if 50% of all
| accounts are bots?
|
| If it's the latter, you're missing the point of their
| mDAU marketing metric. It already has all the obvious
| bots and non active accounts removed. They're saying,
| what % of advertising revenue turns out to be from bots.
| elil17 wrote:
| But Twitter said that the number was provided on a best
| effort basis, so you don't need to prove the number was
| wrong. rather, you need to prove that Twitter tried to
| lie. Unless there's an internal email saying "I'm making
| up the number 5% because we know it's higher but we don't
| want to write that," it doesn't matter at all. If such an
| email existed, Twitter wouldn't be fighting the back-out
| because revealing that email would mean damages for
| existing shareholders.
| Johnny555 wrote:
| If you have proof that twitter is > 50% bots, you should
| give that evidence to Musk. Or, give it to an attorney
| that's eager to see Twitter's board go to jail for
| putting false data in SEC filings.
| camjohnson26 wrote:
| Even if 50% are bots it doesn't matter. Twitter's claims
| are around mDAUs, not accounts.
| WhyNotHugo wrote:
| If he's claiming fraud, doesn't he have to prove it?
| xadhominemx wrote:
| Fraud is not enough. It has to be fraud bad enough to cause a
| materially adverse effect, which means it would have to
| seriously impair the value of the business.
| [deleted]
| tptacek wrote:
| Which is why it's not fraud --- Delaware has effectively
| never finds MAEs. The premise of him walking away is his
| (utterly specious, but perhaps practically effective) claim
| that Twitter breached the acquisition contract by refusing
| to live up to its information covenants.
| dkjaudyeqooe wrote:
| Which is nonsense, since the numbers in question are not
| verifiable.
|
| How can you identify a "spam account"? It's not possible to
| definitively determine the intent of someone opening or using
| a new account.
|
| So the numbers are arguable either way. Musk is using this
| fact to try to wriggle out of a disastrous impulse buy.
| smaryjerry wrote:
| It's not that subjective anyone using twitter still sees
| spam accounts promoting a website, business, product, or
| scam on every post. Twitter just said they remove 1M spam
| accounts each day. Their mDAU is claimed to be around 200M.
| This means they are deleting around half a percent of their
| users every single day. That seems like a lot to be
| identifying to me, but doesn't really determine if they are
| deleting enough or not but does show me that being higher
| than 5% is very possible when you have to delete that many
| accounts every 10 days.
| freemint wrote:
| Why do you think Twitter list accounts it knows to be
| bots as mDAU? Those are very different categories.
| dragonwriter wrote:
| There aren't claiming fraud, there are claiming breach of
| contract. Including, among other things, by failing to
| maintain operations in the regular course of business because
| of, I kid you not, _allowing some senior officials to
| resign_.
|
| (It's true some of the many other things that are claimed to
| be breaches relate to alleged failure to fulfill obligations
| to provide information that Musk supposedly wanted to
| determine if other claims that has been made were fraudulent,
| but that's different than alleging fraud.)
| that_guy_iain wrote:
| It says in the first paragraph about making misleading
| representations. That is lawyer talk for lying. Lying in
| this context is fraud.
|
| Secondly, the ceo was firing aka asking for resignations
| from key people, no? That is not maintaining the business,
| that seems like sabotage.
| epgui wrote:
| Misrepresentation is a necessary but insufficient
| component for a finding of fraud.
| that_guy_iain wrote:
| That's why there not outright claiming fraud just lying.
| That way they avoid illegal issues but if they were to
| seek damages it would be a fraud case.
| dragonwriter wrote:
| They aren't claiming lying either.
|
| They are claiming breach of contract, and that it _looks
| to them_ like lying which, if it did happen, might be
| fraud, but they can 't tell, in part because part of the
| alleged breaches is Twitter not giving them information
| that might clarify whether the other claims were true or
| not.
| encryptluks2 wrote:
| Musk's lawyers are too scared to point out what they are
| lying about though and where they got that information
| cause if they did point it out it would destroy Musk's
| allegations.
| dragonwriter wrote:
| > Musk's lawyers are too scared to point out what they
| are lying about though and where they got that
| information
|
| Their central allegation is _that they didn 't get the
| information_ because of Twitter's refusal to uphold their
| obligations.
| epgui wrote:
| It's not about being scared so much as it is about
| professionalism.
|
| Accusing someone of lying is in effect an accusation of
| bad faith. An accusation of bad faith is a serious
| matter, and if you play too freely with it, then you're
| engaging in bad faith yourself. [1]
|
| The concept of misrepresentation is in a grey area that
| may or may not have a component of bad faith (see for
| example the concept of "fraudulent concealment" in courts
| of equity,[2] the test for which includes a finding of
| misrepresentation, and note that "fraud" in equity is,
| confusingly, not at all the same concept as common law
| fraud), so it's a much more intelligent accusation to
| make in court unless you have highly probative evidence.
| [3]
|
| [1] Clean hands doctrine:
| https://en.wikipedia.org/wiki/Clean_hands
|
| [2] Equity: https://en.wikipedia.org/wiki/Equity_(law)
|
| [3] IANAL
| encryptluks2 wrote:
| There is nothing professional about what Musk has done.
| That is like saying Bernie Madoff was just being
| professional.
| epgui wrote:
| I'm talking about the lawyers, not Musk.
| danielmarkbruce wrote:
| The reps are in the merger agreement, ie a contract.
|
| There is a covenant in the contract about running the
| business between signing and closing.
|
| The claim is breach of contract.
| tptacek wrote:
| Lawyer-talk for fraud is "fraud".
| that_guy_iain wrote:
| Not sure what your point is. I said misrepresentations is
| lawyer talk for lying...
| dragonwriter wrote:
| And "appears to have" is lawyer talk for "we don't know
| that this occurred and can't prove it and absolutely want
| to make clear that we will not be accountable for
| claiming it actually happened."
| that_guy_iain wrote:
| It's lawyer talk for "We think it happened but we want
| wriggle room"
| dragonwriter wrote:
| It's also lawyer talk for "we'd like the recipient/reader
| of the document to think it happened, but we don't want
| accountability, e.g., in the case of a document intended
| to be made public, for defamation."
| tptacek wrote:
| You said "in this context lying is fraud", and that's not
| the case, which is why lawyer talk for "fraud" is
| "fraud", not "lying".
| dragonwriter wrote:
| > It says in the first paragraph about making misleading
| representations.
|
| It says that after, and modified by, the phrase "appears
| to have".
|
| Musk's lawyers are saying that Twitter _actually_
| breached the agreement. They are saying it _looks like_
| Twitter may have done other bad things, too, but that 's
| not the same as claiming that Twitter actually did the
| other things.
|
| > Secondly, the ceo was firing aka asking for
| resignations from key people, no?
|
| The separately call out people being forced out and
| people resigning. Absent something not in the letter, the
| former is a much more reasonable, on its face, complaint.
| [deleted]
| Covzire wrote:
| Musk himself has addressed this, saying that the waiver is null
| and void if the data supplied to the SEC by Twitter is
| fraudulent. I can only assume he believes that is the case.
|
| >>First, although Twitter has consistently represented in
| securities filings that "fewer than 5%" of its mDAU are false
| or spam accounts, based on the information provided by Twitter
| to date, it appears that Twitter is dramatically understating
| the proportion of spam and false accounts represented in its
| mDAU count. Preliminary analysis by Mr. Musk's advisors of the
| information provided by Twitter to date causes Mr. Musk to
| strongly believe that the proportion of false and spam accounts
| included in the reported mDAU count is wildly higher than 5%.
| camjohnson26 wrote:
| Musk has released nothing that would indicate that the
| numbers are fraudulent.
| Covzire wrote:
| Read the SEC filing?
| ImPostingOnHN wrote:
| bare assertions by elon on a matter touching his pride
| seem more likely to indicate the opposite is in fact true
|
| e.g. elon calling some dude who wounded his pride on
| twitter, a "pedo"
| bindle8932 wrote:
| They have to be not only fraudulent but fraudulent to the
| point of having a "materially adverse effect" on the
| value of the company. Delaware courts rarely (almost
| never) find this to be the case.
| camjohnson26 wrote:
| I read it, it contains no data, none. But I think you
| know that and are purposely deflecting.
| FireBeyond wrote:
| "it appears that" = "we have no demonstrable data, but
| we'd like this to be true, but we're not making a
| material claim".
| tsimionescu wrote:
| > the waiver is null and void if the data supplied to the SEC
| by Twitter is fraudulent.
|
| Look at said SEC filing. It is worded in a way that is
| impossible to prove fraudulent with the kind of data Musk
| asked for. He could have proof positive that he is the only
| human account on Twitter and the Twitter SEC filing would
| likely not be construed as lying - it very explicitly states
| that it is a judgment call by the Twitter execs, based on
| some internal methodology, and that the real number could be
| higher.
|
| The only way you could prove they lied to the SEC would be if
| you found emails that say something along the lines of "to
| the best of our knowledge, 20% of mDAUs are actually
| bots/spammers, but let's say 5% in our SEC filing".
| danielmarkbruce wrote:
| exactly
| mzs wrote:
| >i know i am screaming into a well here but a very bad thing is
| people going around saying that elon musk "waived due
| diligence" and so can't bring up the bots thing.
|
| ...
|
| >the reason that elon musk can't get out of the deal over the
| bots thing is not that he "waived due diligence." it's that he
| SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement
| does not have any outs for "i think there are too many bots."
|
| - Matt Levine esq of Bloomberg
|
| https://twitter.com/matt_levine/status/1545152302142689281
| bryananderson wrote:
| As Matt Levine explained [0] the "waiving due diligence"
| doesn't really mean anything now. What does mean something is
| that he signed a binding agreement to buy Twitter, giving
| Twitter the right to compel him to close the deal, and there's
| no "too many bots" exception, nor a "you were wrong (or even
| lied) about something you said" exception. He has to prove that
| it's a "material adverse effect" which I understand is nearly
| impossible (he'd have to convince a Delaware judge that the
| company is worth at least 40% less than stated because of this,
| and in practice it seems these suits almost never succeed).
|
| [0] https://twitter.com/matt_levine/status/1545151445057536001
| dylan604 wrote:
| I absolutely love that fact that this tweet happy individual
| might actually get slapped for just tossing out tweets. Not
| sure if $1B would make him squirm or not, but even for
| billionaires, $1B is an expensive twitter rant.
| swores wrote:
| If he gets punished it won't be for "just tossing out
| tweets" it will be for negotiating and signing a legally
| binding contract and then breaking it.
|
| It would be possible to enter into a contract through
| tweets alone. That didn't remotely happen here, though.
| dylan604 wrote:
| But he only signed that agreement because his ego
| wouldn't let him back away from those tweets
| tsimionescu wrote:
| Note that Musk stands to spend $44B, not $1B.
| deelowe wrote:
| He currently owes twitter 44B, but actual damages would
| be 44B minus the FMV, so closer to like 10-20.
| roflyear wrote:
| Where are you guys getting this number from? Similar
| cases have settled for almost the full original amount.
| Like 95%+. Not half or less than half. Are you just
| making stuff up?
| [deleted]
| dylan604 wrote:
| It's the internet. Just say it with enough conviction,
| and others will buy it. Continue to say it, and everyone
| will buy it.
|
| Er, not just the internet now
| cookingrobot wrote:
| They're saying that if everyone just did what they agreed
| to do: - Musk would give Twitter shareholders $44B in
| cash, - Twitter shareholders would give Musk ownership of
| the company.
|
| Note that today, Twitter is worth $28B. So the agreed
| deal essentially gives the shareholders $16B in profit.
|
| So a judge might tell Musk he can't back out and has to
| buy Twitter for $44B like he said he would. Or it might
| let him just give the shareholders $16B and not get the
| company.
| roflyear wrote:
| When has the second instance ever happened and what's the
| mechanism for that? Every shareholder gets a check?
| tsimionescu wrote:
| I won't speculate on what the damages might be in a
| trial, but yes, he owes them $44B but they owe him the
| whole company after he pays.
| somenewaccount1 wrote:
| idk. the fact that the price had already sunk nearly 40% from
| his price over this period could clearly indicate that his
| assumption isn't without merit.
| ImPostingOnHN wrote:
| maybe if he can prove that his bot claims, and claims about
| twitter's willful fraud, are both true, and the reason
| everybody sold
| quickthrowman wrote:
| If the share price is lower than $54.20, it's because the
| market doesn't believe the sale will be completed. The
| difference between $54.20 and the current share price
| represents the probability of the transaction falling
| through.
|
| Twitter has done nothing to impede the transaction, so any
| uncertainty (and thus decline in TWTR share price below
| $54.20) is due to the actions of the buyer, who is... Elon
| Musk.
|
| Therefore, Elon is responsible for any decline in the share
| price since the purchase agreement was signed.
| ceejayoz wrote:
| Only if you don't bother to take a look at the rest of the
| market.
| donarb wrote:
| But for Musk's machinations, said stock price would not be
| down 40%. He caused the stock to drop.
| CogitoCogito wrote:
| I guess if public investors 100% believed Musk would pay,
| the stock should sit at $44 billion. I guess if Musk is
| forced to close or to pay equivalent damages, the value
| will jump back to that in the end.
| jimmydorry wrote:
| I'd say the tech sector getting routed played a bigger
| part. It's not like Twitter dropping 40% (for any reason)
| is exceptional amonst all the other stocks that dropped
| 20-60% over the last year.
| carvking wrote:
| I don't know how the legal system works, but his argument
| sounds valid to me.
|
| "My offer was based on Twitter's SEC filings being accurate,"
|
| Willfully filing fraudulent SEC filing is a crime - and if
| Twitter has been engaging in criminal behavior to artificially
| increase their value - I would think Musk has a good case.
| CogitoCogito wrote:
| > Willfully filing fraudulent SEC filing is a crime - and if
| Twitter has been engaging in criminal behavior to
| artificially increase their value - I would think Musk has a
| good case.
|
| Ignoring whether this is a legitimate reason to back out of
| the agreement, Musk hasn't shown that Twitter has been filing
| fraudulent SEC filings so what does it matter anyway?
| jfoster wrote:
| It matters because that will probably be one of the
| deciding factors should this eventually be assessed in
| court.
| CogitoCogito wrote:
| > It matters because that will probably be one of the
| deciding factors should this eventually be assessed in
| court.
|
| Musk has _not_ provided any evidence of fraud. I'll wait
| until he actually does before speculating as to how
| decisive it will be in any future court proceedings.
| jfoster wrote:
| None of that changes that it does seem to be the key
| criteria that the outcome of case will depend upon.
| CogitoCogito wrote:
| If that truly is key criteria, then I hope Musk actually
| has some evidence for his claims for his sake.
| smcl wrote:
| The due-diligence-waive thing isn't really relevant according
| to Matt Levine, who has been pretty consistent about this for
| months (see the thread @
| https://twitter.com/matt_levine/status/1545151445057536001). A
| couple of choice tweets here:
|
| """ the reason that elon musk can't get out of the deal over
| the bots thing is not that he "waived due diligence." it's that
| he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that
| agreement does not have any outs for "i think there are too
| many bots. """
|
| ... and ...
|
| """ yes i know that this is a small petty thing. but part of my
| point is that even if he had demanded extensive due diligence,
| and done it, and then signed the agreement, we'd be in the same
| place. the waiver or not of due diligence doesn't matter; what
| matters is we're past that. """
| deelowe wrote:
| DD would matter in the context that Musk was acting on bad
| information. But there was no DD AND he wasn't acting on bad
| information, so it's all moot.
| camjohnson26 wrote:
| Matt Levine has a take down of the supposed bot problem.
| Basically Elon not only waved due diligence, he signed a
| binding agreement to buy Twitter, and the bot talk is
| irrelevant. Even if there's a problem, Musk should have
| addressed it before signing an agreement to buy the company.
|
| https://twitter.com/matt_levine/status/1545151445057536001?s...
| dragonwriter wrote:
| The letter doesn't cite the bot problem directly, but instead
| Twitter allegedly failing to live up to it's obligation to
| give Musk info, which he wanted regarding the bot problem.
| (And a bunch of other alleged breaches.)
| tick_tock_tick wrote:
| The agreement have a massive out; yes it doesn't matter what
| Elon thinks about the bots but if his financier think bots
| are an issue he gets an out since Twitter for some reason let
| a financing clause in.
| CogitoCogito wrote:
| You mean Musk agreed to buy Twitter contingent on financing
| and now is trying to torpedo his own financing after he
| himself agreed to the sale? There's a lot of talk of fraud
| in the comments here, but to me _that_ sounds like fraud on
| Musk's part.
|
| In any case, I guess we'll have to see if Musk's financing
| really gets pulled and if that really means Musk is off the
| hook.
| tick_tock_tick wrote:
| He doesn't have to torpedo anything just make enough
| noise that they get cold feet.
| CogitoCogito wrote:
| > He doesn't have to torpedo anything just make enough
| noise that they get cold feet.
|
| That falls under my personal definition of "torpedo".
| wollsmoth wrote:
| Can twitter agree to release him from the agreement? For a
| fee? I know he has a $1B penalty but I didn't think that
| covered this current situation. Perhaps Twitter would be
| willing to forget the whole thing for $1.5B
| TheCoelacanth wrote:
| Yes, but they could potentially get sued by their own
| shareholders if they let him off too easily.
| pasttense01 wrote:
| And note Musk did a great deal of damage to the company.
| On hearing that he wanted to change the character of the
| company; that he was going to lay off a huge number of
| people; that he was going to make existing employees work
| much harder... many of the best and brightest left.
| kbelder wrote:
| >many of the best and brightest left.
|
| Well... a number of employees left.
| inerte wrote:
| Reading Matt I realized there's another layer, which is Musk
| has complained about the bot problem for a while - heck, one
| could argue that he bought Twitter not only fully knowing
| (according to him) it has a bot problem, but he intended to
| _fix_ the problem.
| collegeburner wrote:
| Tbh i haven't read the agreement and i'm not going to but
| representations and warranties is generally grounds to
| terminate.
| ImPostingOnHN wrote:
| afaik there are no material representations or warranties
| made by twitter which elon has proven false
| sureglymop wrote:
| Read this a few weeks ago when the newsletter arrived. Money
| Stuff by Matt Levine is very worth subscribing to!
| MichaelMoser123 wrote:
| Musk would have been a political player, as the owner of twitter.
| That could have gotten him into a fight with the wrong people,
| and could have hurt his business.
|
| I mean AWS didn't get the big pentagon contract, under the
| previous US president. Mr. Besos was very upset about this. Now
| Musk is much more exposed to that kind of thing, as SpaceX is a
| major Nasa contractor.
|
| There must be some politics here, if you consider the amount of
| tax money being involved. Now the politics of Mr. Musk doesn't
| quite align with that of the president, and we saw some spats
| between them in the past. I would argue that this would have a
| potential for escalation and would have much more weight than the
| bot issue on twitter.
|
| 'Biden wishes Elon Musk "lots of luck" on moon trip' - could be
| read as a kind of veiled threat.
| https://www.youtube.com/watch?v=igSyBMYus5A
|
| MSNBC says that Musk and Biden are in a kind of fight now
| https://www.youtube.com/watch?v=Fgj2jfmPfRE
| MichaelMoser123 wrote:
| wow, once upon a time you could have a discussion here on any
| topic, hope that feature is not disappearing....
| AussieWog93 wrote:
| You were downvoted because your comment about the veiled
| threat from Biden is a pretty crazy conspiracy theory.
| MichaelMoser123 wrote:
| yeah, ownership of the biggest public platform that is
| frequented by the elite has nothing to do with politics. I
| think that such a notion is pretty crazy.
| pclmulqdq wrote:
| I'm ready for the fireworks. Odds are he will be forced to go
| through with it, but he will negotiate a lower price.
|
| Edit: This is over the mDAU thing still? It's been explained to
| him very slowly that all the bots that post tweets all day are
| often not seeing ads, right? That the "monetizable" is a key part
| of that phrase?
| zimpenfish wrote:
| > but he will negotiate a lower price
|
| How? As best I understand things, he has zero wiggle room - he
| either buys Twitter for the agreed price or he stumps up the
| $1B termination fee.
|
| And if Twitter's board did go mad and decide to negotiate a
| lower price, their shareholders would almost certainly block it
| and/or sue the board, no?
| streetcat1 wrote:
| I do not think that he can pay the termination fee. I.e. the
| termination fee itself has rules. Otherwise, he would have
| payed it (the fee is equal to the daily move of his TESLA
| shares).
| cbtacy wrote:
| Pretty much. I think it's more likely he's trying to set
| things up to make the claim that Twitter wasn't co-operative
| and forthcoming with the information and then try to reduce
| the break fee in court.
| epberry wrote:
| Agree. And likewise it seems Twitter is going to court to
| collect the breakup fee rather than complete the deal.
| lotsofpulp wrote:
| Twitter's Chairman disagrees:
|
| https://twitter.com/btaylor/status/1545526087089696768
| jacquesm wrote:
| They'd be nuts to do so.
| adgjlsfhk1 wrote:
| A 1B termination fee is relatively small given that Twitter's
| market cap is down 10B since the beginning of April.
| tptacek wrote:
| Which is why Twitter has the right to force execution, not
| just claim the break-up fee.
| jacquesm wrote:
| Exactly, this is the point that seems to be missed over
| and over again: you can't back out of a deal that you've
| inked because you regret it.
| Johnny555 wrote:
| _he stumps up the $1B termination fee_
|
| I don't think that's even an option -- that $1B breakup fee
| was just if the deal was not allowed to go through due to
| reasons outside of his control (like if it was blocked due to
| regulatory reasons). Otherwise, I think he's legally
| obligated to go through with it -- and Twitter's board has
| fiduciary responsibility to hold him to it.
| ozim wrote:
| No because he bid above twitter current stock valuation so he
| can still go down and people might not be happy but they will
| not be able to sue anyone.
| ImPostingOnHN wrote:
| if he goes down, that represents a material loss to
| shareholders compared to the price he is contractually
| obligated to pay
|
| so, all the same, I think the shareholders will just take
| his original offer and elon can reflect on his impulsivity
| (a joke; he won't)
| tick_tock_tick wrote:
| He has tons of wiggle room. Mostly in this will takes years
| to resolve, Twitter will be forced to disclose nearly every
| internal document that will 100% have some email or chat of
| employees stating, if only as hyperbole, that the bot rate
| they report to the public is bullshit.
| tptacek wrote:
| That will get him nowhere in the trial, because incorrect
| information is only a valid reason to break off the deal if
| it uncovers a material adverse effect, and it is virtually
| impossible to get Delaware courts to find an MAE. Matt
| Levine's shorthand for Delaware MAE is "40% decrease in
| profitability". Not stock price; a 40% decrease in the
| fundamentals. It's not happening.
| KerrAvon wrote:
| Stipulate for the sake of argument that courts will accept
| the bot argument -- don't you think discovery would be
| problematic for Elon?
|
| https://www.latimes.com/business/story/2022-04-12/musk-is-
| of...
| minimaxir wrote:
| His team apparently had a tough time verifying the data due to
| API rate limits.
|
| > While Twitter has provided some information, that information
| has come with strings attached, use limitations or other
| artificial formatting features, which has rendered some of the
| information minimally useful to Mr. Musk and his advisors. For
| example, when Twitter finally provided access to the eight
| developer "APIs" first explicitly requested by Mr. Musk in the
| May 25 Letter, those APIs contained a rate limit lower than
| what Twitter provides to its largest enterprise customers.
| Twitter only offered to provide Mr. Musk with the same level of
| access as some of its customers after we explained that
| throttling the rate limit prevented Mr. Musk and his advisors
| from performing the analysis that he wished to conduct in any
| reasonable period of time.
|
| > Additionally, those APIs contained an artificial "cap" on the
| number of queries that Mr. Musk and his team can run regardless
| of the rate limit--an issue that initially prevented Mr. Musk
| and his advisors from completing an analysis of the data in any
| reasonable period of time. Mr. Musk raised this issue as soon
| as he became aware of it, in the first paragraph of the June 29
| Letter: "we have just been informed by our data experts that
| Twitter has placed an artificial cap on the number of searches
| our experts can perform with this data, which is now preventing
| Mr. Musk and his team from doing their analysis." That cap was
| not removed until July 6, after Mr. Musk demanded its removal
| for a second time.
| fooey wrote:
| the contract says they can't make any demands that have
| materially adverse effect on the company
|
| if he was hitting up against rate limits, it's easy for
| Twitter to call his requests adverse
| erichocean wrote:
| They gave higher rate limits to existing enterprise
| customers.
|
| Pretty hard to argue that is was "adverse" in that case.
| ImPostingOnHN wrote:
| he had access to the Firehose, which streams all the
| data, so his complaints about the other API ring false
| (which they removed the limits on anyways, according to
| elon -- but again, the API was a subset of the Firehose
| access he already had)
|
| it seems more likely that he was upset that he had access
| to all of Twitter's data via the Firehose, but being
| impulsive and incompetent in the field of bot detection
| (having had zero experience), he has absolutely no way to
| produce a trustworthy report on bots which contradicts
| Twitter's report
|
| so, he's just complaining about limits he used to have on
| an API he doesn't need to avoid producing a report he
| can't produce that requires expertise he doesn't have
| richwater wrote:
| APIs aren't the only way to deliver data
| mft_ wrote:
| How would it be adverse? Are you suggesting his data
| scientists are querying the API so much that they are
| DDoSing Twitter?
| outside1234 wrote:
| They had firehose access - there was no limiting
| ben_jones wrote:
| A lot of these rate limits would have been designed off the
| rubble of the Cambridge Analytica scandals, and would've been
| designed to prevent a lot of analysis.
|
| I still find it dubious that they couldn't long poll
| sufficient samples. I'd love to see the raw feedback of
| Musk's "Data Experts" versus whatever awful telephone game it
| became through several layers of Executives and Lawyers. I
| wonder if Musk just has a nepotistic data team next to him.
| whimsicalism wrote:
| > when Twitter finally provided access to the eight developer
| "APIs" first explicitly requested by Mr. Musk in the May 25
| Letter, those APIs contained a rate limit lower than what
| Twitter provides to its largest enterprise customers. Twitter
| only offered to provide Mr. Musk with the same level of
| access as some of its customers after we explained that
| throttling the rate limit prevented Mr. Musk and his advisors
| from performing the analysis that he wished to conduct
|
| So... they asked for an API, were provided with it, wanted an
| API with higher caps, and were provided with it. Their
| problem is that Twitter didn't properly anticipate the need?
| paxys wrote:
| If this goes to the courts then the only two options are he
| gets to back out entirely or he pays the originally agreed
| price. There's a chance of a settlement where Twitter agrees to
| sell for significantly less than that, but (1) there's zero
| incentive for them to do so and (2) they will definitely not
| get shareholder approval for that.
|
| One thing for sure though is that a lot of lawyers are about to
| make a lot of money.
| mikkergp wrote:
| > a lot of lawyers are about to make a lot of money.
|
| The one thing written in this thread that I am 100% confident
| is true.
| justinzollars wrote:
| The Hacker News community has really turned into an angry mob
| over the years! Wow. So much Elon Hate - he made the Electric
| Car, He makes Rockets. Give the dude a break. I know its hard to
| live up to your personal standard of Piety/Orthodoxy - but
| realize some people are producing things.
|
| This is an example of a recent Trend:
|
| https://twitter.com/search?q=%22Jared%20Kushner%22&src=trend...
|
| Click on the top 10 accounts. None are real people. Likely CCP
| Army, or Russian trolls, bots of some type - but certainly not
| users who should be counted as mDAUs.
| jungle2jungle wrote:
| Quick, call Elon's lawyers! You have incontrovertible proof!
| justinzollars wrote:
| Proof? Legal Discovery will force the burden of proof on
| Twitter.
| petilon wrote:
| This is good for Twitter, and good for the world. Musk's
| misguided approach to free speech, which says anything that is
| not explicitly illegal is allowed, would have made Twitter an
| open forum for spreading lies and hate.
|
| My guess is Musk never intended to buy Twitter. He needed an
| excuse for dumping billions of dollars' worth of TSLA at its peak
| (while at the same time faulting Bill Gates for shorting TSLA),
| and his proposal to buy Twitter provided a convenient cover.
| rappatic wrote:
| > Musk's misguided approach to free speech, which says anything
| that is not explicitly illegal is allowed
|
| That's what free speech _is_ , whether or not you agree that
| such a policy of unrestricted free speech is constructive or
| beneficial.
| petilon wrote:
| Disagree, there is no _absolute_ freedom of speech, for
| example you can 't yell "fire" in a crowded theater.
|
| Also disagree that such unrestricted free speech is
| constructive or beneficial. Sacha Baron Cohen explains it
| best: https://www.youtube.com/watch?v=ymaWq5yZIYM
| filoleg wrote:
| > You can't yell "fire" in a crowded theater.
|
| I am so tired of seeing this overplayed urban myth. The
| precedent you mention was set by Schenck v. United States
| in 1919, but it was partially overturned later in
| Brandenburg v. Ohio in 1969 [0]. Which is the part that
| people who bring up this myth every time conveniently
| forget about.
|
| So no, you can yell "fire" in a crowded theater or whatever
| else you want, as long as it doesn't meet the legal
| standard for imminent lawless action (e.g., a riot). And
| the legal standard for imminent lawless action is much
| higher than you think it is.
|
| 0. https://en.wikipedia.org/wiki/Shouting_fire_in_a_crowded
| _the...
| petilon wrote:
| > _as long as it doesn 't meet the legal standard for
| imminent lawless action_
|
| So there is no absolute free speech then. Which is the
| point of bringing up the "fire" example.
|
| If you're a visitor in my house there is no free speech
| at all. If you say something I don't like I'll legally
| kick you out. Private companies such as Twitter and
| Facebook have the same right. Their platform, their
| rules.
| filoleg wrote:
| If someone is a visitor in your house, you can kick them
| out for literally any reason you want or no reason at
| all.
|
| No idea how this is relevant to your claim that "yelling
| fire in a crowded theater isn't allowed under free
| speech". It is legally allowed under free speech, it
| isn't a crime, despite what a lot of people claim. The
| theater might kick you out or ban you, but that has
| nothing to do with free speech.
| hypersoar wrote:
| The other part of the myth people forget is that the
| metaphorical fire-yellers were socialists distributing
| anti-draft pamphlets. It's hardly a good thing to cite
| today on freedom of speech.
| h2odragon wrote:
| > Musk's misguided approach to free speech, which says anything
| that is not explicitly illegal is allowed, would have made
| Twitter an open forum for spreading lies and hate.
|
| Twitter is of course currently known as a source of Truth and
| Harmony.
|
| "anything not illegal is allowed" sounds decent to me; if you
| want stuff illegal, make it illegal. If you want unwritten laws
| dreamt up by anonymous elites and enforced for random reason,
| go talk to Tipper Gore and the PMRC.
| anigbrowl wrote:
| _" anything not illegal is allowed" sounds decent to me_
|
| And there are numerous forums where that standard is applied;
| Twitter just happens not to be one of them because they like
| money.
| tzs wrote:
| Have you spent much time on "anything not illegal is allowed"
| forums?
|
| Try to talk about popular movies are TV shows and you get
| things like this on such sites [1]. Want to discuss an
| episode of PBS Space Time such as this one [2]. Don't be
| surprised if this is the discussion you get [3].
|
| What almost always happens on such forums is that the people
| there who aren't racists, sexists, antisemites, inane
| conspiracy theorists etc., leave, and the forum ends up being
| largely just such people.
|
| [1] https://web.archive.org/web/20201225021055/https://voat.c
| o/v...
|
| [2] https://www.youtube.com/watch?v=RlXdsyctD50
|
| [3] https://web.archive.org/web/20201223123156/https://voat.c
| o/v...
| redox99 wrote:
| I unironically think that 4chan is better twitter,
| especially the smaller boards.
| joshgroban wrote:
| all white men are racist, sexist and antisemitic. That's
| patriarchy and systemic racism. You are looking for a
| platform without white men.
| joshuamorton wrote:
| So when you say anything not illegal is allowed, do you mean
| that I can post porn anywhere? That spammers and bots can't
| be banned?
|
| Any remotely reasonable approach here has the state deciding
| which attributes can be used for moderation decision and
| which can't, which also isn't feasible.
| redox99 wrote:
| > So when you say anything not illegal is allowed, do you
| mean that I can post porn anywhere?
|
| Can't you already do this on Twitter? You just need to mark
| it as sensitive.
|
| > That spammers and bots can't be banned?
|
| It would be like 4chan I assume, spam/bots are banned.
| plokiju wrote:
| That includes spam though
| oska wrote:
| And he had another strategy for dealing with spam
| (verification of accounts). So I don't see your point.
| MallocVoidstar wrote:
| >"anything not illegal is allowed" sounds decent to me; if
| you want stuff illegal, make it illegal.
|
| Twitter is based in the US, the 1st Amendment protects hate
| speech such as explicit support for genocide. I don't
| consider a social network full of genocide promotion to be a
| good thing.
| petilon wrote:
| Nope, 1st Amendment only means the _government_ can 't
| restrict your speech. Private companies can.
| jcranmer wrote:
| The argument GP is making is that if the government can't
| make it illegal, private companies shouldn't disallow it;
| the person you're replying to is pointing out that the
| First Amendment sets that bar far higher than GP probably
| realized.
| rabite wrote:
| This is not historically the reality of 1a jurisprudence.
| Before the Internet, the ruling was that private
| companies cannot restrict your speech in public view. See
| Marsh v. Alabama for this -- a company town was
| prohibited from barring picketing and pamphleting on
| private sidewalks.
|
| The exceptions to this were carved out in a court case
| regarding Compuserve, which was a subscription-only
| service. The stare decisis in this instance is on far
| shakier ground than Roe was.
| joshuamorton wrote:
| You have to register to use twitter. Marsh v Alabama had
| nothing to do with compuserve. That would matter if a
| website was _truly_ a de facto public square, but given
| the whole registration thing, they 're not.
|
| The compuserve case led to section 230 of the CDA being
| created, but again that doesn't have to do with Marsh v
| Alabama. To have that apply, you'd need to make the
| argument that Twitter both is, and _intends_ to be a
| public square, and well, the fact that they have posted
| moderation policies makes it clear that they don 't.
| rabite wrote:
| Marsh was not the public square. It was the sidewalks of
| random streets. The company that owned them explicitly
| did not intend for them to be a public square.
|
| In contrast, the historical statements of Twitter make it
| very clear that they intended to be the public square,
| e.g. "free speech wing of the free speech party."
| Additionally, the assertions and decisions of the state
| in regards to social media indicate massive influence
| over politics that far exceeds any city street. They say
| people are denied their rights of free expression because
| Trump blocked them on Twitter, and that Russia
| successfully manipulated our elections because a few
| Russians bought a tiny amount of Facebook ads.
| joshuamorton wrote:
| > It was the sidewalks of random streets. The company
| that owned them explicitly did not intend for them to be
| a public square.
|
| Sidewalks of random streets are considered to be "the
| public square" in US law (broadly because random streets
| are usually publicly owned. You need things like gates
| and signs and such to revoke such an assumption). The
| Marsh v. Alabama ruling relied on the fact that the town
| didn't try to make its streets un-square like, and in
| fact encouraged public square-like use!
|
| Notable here is
| https://en.wikipedia.org/wiki/Lloyd_Corp._v._Tanner,
| which in the case of a private entity that isn't
| literally acting like a municipality, they can kick you
| out!
|
| > In contrast, the historical statements of Twitter make
| it very clear that they intended to be the public square,
| e.g. "free speech wing of the free speech party."
|
| You will be hard pressed to take a single statement, made
| by a minor executive who acts _outside of US
| jurisdiction_ , in 2012, as superior to the actual user
| agreements that Twitter has (and had at the time) in the
| US.
| mft_ wrote:
| > Musk's misguided approach to free speech, which says anything
| that is not explicitly illegal is allowed
|
| Genuinely interested, and not just trying to argue: how _would_
| you otherwise define free speech? It sounds like you think free
| speech should have defined limits - which surely means it 's
| not free speech any more?
| petilon wrote:
| I am going to let Sacha Baron Cohen, of all people, answer
| your question [1]:
|
| _Voltaire was right when he said "Those who can make you
| believe absurdities can make you commit atrocities." And
| social media lets authoritarians push absurdities to millions
| of people. President Trump using Twitter has spread
| conspiracy theories more than 1700 times to his 67 million
| followers._
|
| _Freedom of speech is not freedom of reach. Sadly There will
| always be racists, misogynists, anti-Semites, and child
| abusers. We should not be giving bigots and pedophiles a free
| platform to amplify their views and target their victims._
|
| _Zuckerberg says people should decide what 's credible, not
| tech companies. When 2/3rds of millennials have not heard of
| Auschwitz how are they supposed to know what's true? There is
| such a thing as objective truth. Facts do exist._
|
| [1] https://www.youtube.com/watch?v=ymaWq5yZIYM
| mft_ wrote:
| Unless I'm misunderstanding the quote, that's very much not
| answering my question: it discusses limiting _reach_ (i.e.
| ability to disseminate one 's views widely and easily) and
| explicitly not free _speech_ itself?
| petilon wrote:
| Free speech doesn't have a single meaning. Freedom is
| relative. There is no right to _absolute_ free speech
| anywhere. For example, you can 't yell "fire" in a
| crowded theater. On social media owned by private
| corporations, "fire" isn't the only thing you aren't
| allowed to yell. Subverting democracy, inciting violence,
| propaganda from foreign governments pretending to be
| grassroots movement inside the US, etc., are all banned,
| and yet I would consider Twitter a free platform, albeit
| with sensible limits. But you're right, that's not
| _absolute freedom_.
| hey2022 wrote:
| How can you separate speech and reach in this specific
| case? Twitter could allow all speech but limit reach, ie
| shadow ban. Would that satisfy your notion of free
| speech?
| drexlspivey wrote:
| Why does he need a cover to sell his stock? He sold $10B+ last
| year without the twitter excuse. Also TSLA stock in March was
| at least 40% below it's peak
| petilon wrote:
| > _Why does he need a cover to sell his stock?_
|
| Wouldn't he look to be a hypocrite otherwise? [1]
|
| [1] https://nypost.com/2022/05/31/elon-musk-calls-out-bill-
| gates...
| drexlspivey wrote:
| I don't see how, Gates is short TSLA and musk is the exact
| opposite, the biggest TSLA shareholder in the world
| petilon wrote:
| So, you don't see a conflict if Musk criticizes Gates for
| shorting TSLA (because Gates thinks it is overvalued) and
| then turning around and selling billions of dollars'
| worth of TSLA? I do. I think that qualifies has
| hypocrisy.
| drexlspivey wrote:
| no it would be hypocrisy if he was short too but he is
| massively long
| petilon wrote:
| Look at this story: https://www.wsj.com/articles/elon-
| musk-sells-billions-of-dol...
|
| The headline is: "Elon Musk Sells $8.5 Billion of Tesla
| Shares After Deal to Buy Twitter"
|
| The deal to buy Twitter gave Musk an excellent cover for
| selling billions of dollars' worth of TSLA. He doesn't
| need to sell all of TSLA. He sold a massive amount. If he
| didn't have this cover it would have looked like he
| thinks TSLA is overvalued (which in fact it is).
|
| Both Gates and Musk sold TSLA. Gates sold borrowed
| shares, Musk sold shares he owned. That's the only
| difference. Of course Musk still has tons of TSLA
| remaining. But that doesn't change the fact that both
| Gates and Musk did the same thing (sell TSLA) and yet
| Musk criticized Gates for it. What a hypocrite!
| Hamuko wrote:
| > _This is good for Twitter_
|
| Well, especially with that billion dollar termination fee
| (well, if they get it since Musk is probably gonna lawyer up
| now).
| tick_tock_tick wrote:
| > Musk's misguided approach to free speech, which says anything
| that is not explicitly illegal is allowed
|
| What is free speech but that.....
|
| > would have made Twitter an open forum for spreading lies and
| hate.
|
| Like it isn't now. Twitter lets pretty much anything and
| everything except hate against specific subgroups they've
| decided are "protected". It really doesn't help there choices
| are entirely arbitrary with no internal consistency.
| Banana699 wrote:
| >spreading lies and hate
|
| It's very funny how those things came to be known as code words
| for the *true* offenses, which we all know very well.
|
| What a waste of perfectly good words that used to have meaning.
| kmlx wrote:
| > This is good for Twitter
|
| i think you are referring to twitter.com
|
| imo this is pretty bad for twitter the company. they've been
| flat for years, they're current valuation is less than in 2013.
| they've lost the plot a while ago and seem to have been in a
| managed decline, probably because they were looking for buyers.
|
| > and good for the world
|
| you are overestimating how many people care about twitter
| outside of the US.
| femiagbabiaka wrote:
| > I have enormous respect for his engineering and business
| skills, he's accomplished some remarkable things. But he doesn't
| seem so great as a dealmaker. Perhaps he's badly advised, but
| hey, he chose his advisors.
|
| There's no evidence that he's a good engineer or a good
| businessman, save if committing fraud or stealing the
| accomplishments of others is in the list of things that qualifies
| one of either. It's beyond time to start taking his actions
| present and historical seriously instead of feeding into his cult
| of ego.
| dang wrote:
| We detached this flamewar tangent from
| https://news.ycombinator.com/item?id=32028410.
|
| Please see https://news.ycombinator.com/item?id=32039467.
| gzer0 wrote:
| https://www.britannica.com/biography/Elon-Musk
| femiagbabiaka wrote:
| > save if committing fraud or stealing the accomplishments of
| others
| rocqua wrote:
| SpaceX is actually doing great things. Tesla was very
| innovative 5 years ago.
|
| These two, especially spaceX, are quite impressive.
| taberiand wrote:
| There's a reasonable argument that these great things are
| despite Musk, not due to him.
| edgyquant wrote:
| Then please make it instead of hinting...
| femiagbabiaka wrote:
| Tesla is stolen and only saw success because of endless
| amount of government subsidies and a tremendous amount of
| fraud on Musk's part and SpaceX was a shitshow until he went
| hands off.
| dang wrote:
| Comments like this break the site guidelines. If you
| wouldn't mind reviewing
| https://news.ycombinator.com/newsguidelines.html and taking
| the intended spirit more to heart, we'd be grateful. We
| want thoughtful, curious conversation here, not flamebait,
| fulminating, or name-calling.
| meatsauce wrote:
| dang wrote:
| We've banned this account for repeatedly breaking the
| site guidelines and ignoring our requests to stop. That's
| not cool.
|
| https://news.ycombinator.com/newsguidelines.html
| meatsauce wrote:
| femiagbabiaka wrote:
| Who was the original owner of the Tesla brand? Where did the
| idea for battery powered cars come from? How did Elon get
| listed as an owner of PayPal? How did the folks who worked at
| X.com feel about Elons leadership? What about after the
| PayPal acquisition? What was the primary method of profit
| generation for Tesla during the early days? How many years
| has FSD been floated for exactly?
|
| If asking these questions and judging based on the answers to
| them is irrational, I'm happily irrational.
| yodegge wrote:
| Nobody should be forced to buy something they don't want to. >
| BUT HE AGREED BEFORE! He changed his mind after Twitter didn't
| provide the information they said they would. > BUT HE HAS TO BUY
| IT NOW! No, he doesn't have to, people can revoke buying offers.
| I'm afraid to ask your views on sexual consent.
| EdSchouten wrote:
| At the cost of a financial penalty.
|
| Try buying a house, but changing your mind right before going
| to a notary. At least here in the Netherlands congrats
| typically state you'll have to pay 10%.
|
| The agreement that Elon apparently had with Twitter included
| similar clauses.
| imwillofficial wrote:
| Something tells me this ride isn't over yet...
| WORMS_EAT_WORMS wrote:
| The bigger story (if you can get past the juicy Elon-a-drama)...
| is
|
| Twitter stinks.
|
| You can smell the <insert_elon_poop_emoji> in their ad program a
| mile away and it's finally free game to call out.
|
| I remember buying Facebook ads once and I got more likes than God
| and not a single one of them seemed like they were "real". Maybe
| they were "mDAU real" or whatever...
|
| These company's are liars and have been ripping people, small and
| big business off for years.
|
| Google ads, search ads, Twitter, Facebook, Snap, TT, Reddit,
| Yelp, etc... it's all stretched fake engagement. We all know it
| and have known it for years -- if you'll admit it or not.
| colechristensen wrote:
| I promoted a tweet just for curiosity and a significant portion
| of the engagement was spammy.
|
| A lot of likes from accounts selling some kind of sex work,
| some really blatant spam, a lot of small time self promotion
| from wannabe influencers. Much of this was probably "real
| people" but also "spam". There is a spectrum of what is and is
| not "real" usage vs spam, but if I were advertising for real, I
| wouldn't want to target the Twitter account representing a
| furry onlyfans creator. Of those there were several in the few
| hours and ~$100 I left the tweet up.
|
| In other words a significant part of the engagement in my
| promoted tweet was low quality Twitter accounts engaging with
| my tweet in order to get more attention for themselves.
| WORMS_EAT_WORMS wrote:
| Does anyone here actually believe Twitter doesn't know this
| and have exact metrics down to a science?
|
| Or those stock options and gains too big to have any real
| morals?
| astrange wrote:
| Twitter's ads are extremely strange and inaccurate and it
| doesn't seem to matter to anyone. Recently I only get ads
| for strange pharmaceuticals, mostly mABs for cancer
| patients.
|
| Also, they're different on different clients even if I'm
| signed into my account on all of them. So I'm not sure what
| the signals it uses are.
| colechristensen wrote:
| I'm not so sure there can be exact metrics, when exactly an
| account is and is not spam is probably impossible to
| determine, there is a lot of grey area.
| WORMS_EAT_WORMS wrote:
| Ha, yes impossible... I too have enjoyed the massive big
| tech bull run. Very impossible
| aalleavitch wrote:
| What if he's not a genius and actually he's just some guy, and
| his wealth is actually arbitrary.
|
| Absolutely chilling thought, eh?
| x86x87 wrote:
| Genius is not an absolute that applies across everything one
| done. In fact most geniuses are very very good across one
| dimension + they benefit from the halo effect.
|
| Musk can be a "genius" when it comes to electric cars and space
| exploration while at the same time being total wrong about
| almost everything else.
| encryptluks2 wrote:
| He's got that affluenza disorder.
| greenie_beans wrote:
| this website needs to be renamed to conjecture.com
| tinktank wrote:
| Oopsie. Stonks do bite back sometimes.
| anewpersonality wrote:
| Terry_Roll wrote:
| So I load up on some stocks, I have a massive cult following, let
| it be known I'm going to buy the company, stocks rise, I sell
| them for a profit then load up on some shorts and cite an
| impossible to prove reason why I could not go through with the
| purchase, stocks fall, I profit again.
|
| Perfectly legal process only accessible to the very rich in which
| to further consolidate their position of being the very rich.
| Nobody else on this planet could pull this off as they dont have
| a cult following. Cult's dont have to be religious, unless money
| is a religion?
|
| Is anyone surprised?
| sidcool wrote:
| What is wonderful about this is that we all trust that courts
| will be objective in this. No amount of money will corrupt the
| courts here. I wish I could say the same for my country.
| buzzwords wrote:
| Is there anyway for Elon to prove there are more bots than
| Twitter claims? If so, would twitter then be sued by the sec?
| hunterb123 wrote:
| ITT:
|
| - Elon is stupid, haha he will lose money.
|
| - Elon is evil, he's trying to pull a fast one on this
| corporation!
|
| - Elon waived his rights, he shouldn't have agreed to their fake
| numbers!
|
| - Twitter is allowed to claim whatever % of spam bots they want
| for the deal.
|
| - Twitter's censorship is _actually_ a good thing, here 's why...
| gsibble wrote:
| Well put.
|
| Also:
|
| - I'd hate it if Elon bought Twitter
|
| Same person:
|
| - What? This is bullshit! Elon should be forced to buy Twitter!
| padjo wrote:
| I am that person and I'm very disappointed in myself for it.
|
| But the idea of someone buying twitter against their will
| just cracks me up.
|
| Also really punctures the visionary genius narrative.
| thirdvect0r wrote:
| With age, you will look back on your infantile attitude to this
| situation and realise that you were simply a rube.
| hunterb123 wrote:
| You went straight to personal attacks. You may be the one
| that needs to grow up.
|
| If you disagree with my summaries or don't think they
| occurred in the thread, dispute it. I see no reason to attack
| me personally.
| FireBeyond wrote:
| > If you disagree with my summaries or don't think they
| occurred in the thread, dispute it.
|
| Disputed. Please show a comment that says the following:
|
| > Twitter is allowed to claim whatever % of spam bots they
| want for the deal
|
| and this
|
| > Twitter's censorship is actually a good thing, here's
| why...
| notahacker wrote:
| ITT
|
| - Elon is a genius, he doesn't make mistakes
|
| - Elon's Twitter purchase offer isn't an ego trip or a
| distraction, he actually has a plan to make Twitter earn its
| keep
|
| - People keep saying that spending money on an overvalued asset
| that has zero fit with his engineering experience and ambitions
| will make Musk poorer, not richer, but none of those people are
| as smart as Elon Musk
|
| - Elon's decision to waive due diligence and enter a binding
| contract shows he knows what he's buying and isn't messing
| around
|
| - Elon deploying gagging clauses and/or financially ruining
| people for criticising him or his companies is actually more an
| indication of the important role he's playing in defending free
| speech, not his narcissism, here's why...
|
| [a month or two later]
|
| - Can't believe Twitter deceived poor little lamb Elon Musk
| into being the only user of their website unaware of the
| proliferation of bots on it. This changes everything!
| hunterb123 wrote:
| I don't think we are reading the same thread or even the same
| site.
| ckastner wrote:
| It's somewhat hilarious to think that even if Twitter were to
| settle modestly for $5bn, that would be more than double of all
| profit that Twitter has ever generated as a company.
| nolok wrote:
| In a way, Twitter played Musk's ego to perfection and he didn't
| see it until its too late. In fact I'm not sure he even admits
| it to himself yet.
| encryptluks2 wrote:
| Musk played everyone. I called it as soon as it was announced
| that he was just manipulating the markets. Hopefully SEC
| actually does something for once.
| BolexNOLA wrote:
| >hopefully the SEC actually does something for once
|
| They can't when people like Musk are allowed to rip the few
| teeth they have out any time they try to hold wealthy
| individuals/companies accountable. Jon Stewart did a really
| interesting interview with a former SEC chair few months
| ago ("The Problem with Jon Stewart"), and while Jon clearly
| clearly tells him to not pass the buck/not make excuses,
| it's also clear to him that the SEC is outgunned and a
| serious example of regulatory capture.
|
| They can't throw money at the problem, they can't get
| clever or they're sued for being "out of bounds," and
| they've been successfully demonized to the public, so they
| have no support virtually anywhere.
|
| It's like the whole "tax the rich" battle cry. We won't see
| it happen so long as the IRS is considered borderline an
| enemy of the people, because who could ever campaign on
| "increase funding for the IRS so they'll be better at
| collecting taxes"?
| nolok wrote:
| He didn't play anyone, he got played. There was a ton of
| way he could have sold stocks without being on the hook for
| a 44 billions purchase he doesn't want to close. And he
| even could have sold the stock without any excuses since
| the stock fell anyway.
|
| He is not getting anything out of this that he couldn't
| have gotten in a better, smarter way. But they told him he
| couldn't so he let his ego get the best of him again and
| got himself trapped.
|
| Even went ahead and threw out his right to due diligence,
| which is the part that confirms it was ego and not smart
| thinking, and the entire reason he cannot get a clean exit
| now.
| jq-r wrote:
| That would imply that he didn't outplay SEC, which is a big
| deal. So not that smart.
| [deleted]
| qaq wrote:
| An alternative theory all the people who have being really upset
| about him buying Twitter are now actually cheering for him to be
| forced to buy it. So he got to shift the sentiment for free :)
| gsibble wrote:
| There's something really messed up and confusing about all the
| people complaining about him buying twitter now complaining
| he's backing out of the deal. Most of the people in these
| comments are hypocrites.
| TAForObvReasons wrote:
| It's not hypocritical to complain that:
|
| 1) Elon Musk, as owner of Twitter, would prioritize profits
| over free speech and other concerns.
|
| 2) Elon Musk, as a participant in a binding legal agreement,
| should not be allowed to break it on a whim.
| roflyear wrote:
| No. You can think it's bad he will control Twitter and also
| that it's bad that he thinks he can do whatever he wants and
| get away with it (like harm all the Twitter shareholders etc)
| daemoens wrote:
| That's not how hypocrisy works.
| crmd wrote:
| Temporary rate limiting on Elon's firehouse API account[0] does
| not sound like a material breach of contract.
|
| [0] - page 5
| https://www.sec.gov/Archives/edgar/data/1418091/000110465922...
| cat_plus_plus wrote:
| Too bad, I was looking forward to a social network run
| differently while still being able to provide strong security and
| take down illegal / pointlessly obnoxious content. Twitter
| combine with Musk's wealth would have been able to do that. I
| guess the upside is that upstarts like MeWe now have more chance
| to take on established players who have grown condescending to
| their own users.
| Tomte wrote:
| Paul Graham:
| https://mobile.twitter.com/paulg/status/1545547177849667585
|
| Let me answer that: they do not want to be owned by someone who
| doesn't want to.
|
| But they want the 40B more.
| singaporecode wrote:
| Man PG has jumped the shark completely. What the hell is that
| tweet - a deal is a deal, how can he implicitly say it should
| be ok for it not to be honoured (and with his twitter
| following, saying something publicly has an impact, however
| small)
| ckastner wrote:
| > _Let me answer that: they do not want to be owned by someone
| who doesn 't want to._
|
| That person _wanted_ to own Twitter, though, and very much so.
| To that effect, that person made and absolutely ludicrous offer
| (e.g., merger without due digligence), just to end up owning
| Twitter as soon as possible.
|
| The fact that a few weeks later, the same person changed their
| mind about Twitter, is absolutely their own fault. They agreed
| to terms.
| kif wrote:
| That tweet seems a bit weird, especially coming from him.
| dmix wrote:
| It makes sense from purely a) founder/entrepreneur
| perspective which PG normally speaks from. Forcing someone to
| run a company they don't believe in is normally a bad
| strategy. And b) assuming the board member cares about
| Twitter as an entity beyond the short term monetary
| gain/share prices. Since most board members are already
| wealthy and are motivated by more than $$ when taking on the
| job
|
| Of course fundamentally the question is obviously moot give
| the legal obligation both from Musk and for the shareholders
| to optimize payout before a recession, but it's an
| interesting thought experiment of whether it's going to harm
| them either by going to court and/or having a disinterested
| owner.
|
| Personally I think regardless if Elon is forced to buy
| Twitter he's obviously going to do try to make the best out
| of his investment (or at least a better product). He's a
| poweruser who clearly cares about the product. Can't be much
| worse than it already is. His concern is probably just the
| price not that he doesn't want to own Twitter.
| 734129837261 wrote:
| Out of touch billionaire realises that he has to sell quite a lot
| of stocks in his companies in order to buy a dying social media
| platform that's mostly gamed by PR firms, bots, and the
| occasional actual user who wonders: "Why am I here again?"
| djcannabiz wrote:
| very excited to read what Mat Levine has to say about this...
| causality0 wrote:
| I'm surprised anybody thought this was actually going to happen.
| From day one this had all the trappings of a typical Musk
| publicity stunt.
| geoffmunn wrote:
| I always thought this was a weird purchase. All his other
| businesses have been industry disrupters where he can make all
| sorts of bombastic claims and promises of new products, but
| Twitter was an established company in a stable(ish) industry.
|
| It was really hard to see how he would apply his usual tricks,
| and I always figured he was going to wiggle out.
| pen2l wrote:
| "The Twitter Board is committed to closing the transaction on the
| price and terms agreed upon with Mr. Musk and plans to pursue
| legal action to enforce the merger agreement. We are confident we
| will prevail in the Delaware Court of Chancery."
|
| - Bret Taylor
| (https://twitter.com/btaylor/status/1545526087089696768)
|
| Elon is on the record talking about the 'bot problem' over the
| years (on Twitter!). He's about to get a very expensive lesson
| that agreements can't be breached even if you have more money
| than sense to spend on litigation and you can't just say stuff
| willy-nilly, because it can come back to bite you sometimes.
| TedShiller wrote:
| He achieved something good though: he exposed Twitter as a
| corrupt, biased company full of spam bots.
|
| Thank you Elon
| daemoens wrote:
| Everyone knew about the spam bots. They're spam bots so they're
| extremely visible.
| bindle8932 wrote:
| He didn't though
| hartator wrote:
| Everyone is saying Musk waived is due diligence rights. Where can
| I read that?
| vitaflo wrote:
| He didn't wave them he simply didn't do them. The time for due
| diligence is before you sign a binding contract. Once you sign
| no amount of "extra" diligence maters because you already made
| a binding decision. Elon signed without doing enough due
| diligence and now wants to get out because of it but that's not
| how binding contracts work.
| camjohnson26 wrote:
| Look up Matt Levine's newsletter, he's been covering the whole
| saga and is an expert on M&A.
| kringo wrote:
| I like him for his entrepreneurship and big bold bets.
|
| However related to Twitter, looking what's happening since his
| first tweet, this was the plan all along. Come up with an excuse
| to get out of the deal. Just he was trying to cash in all the
| marketing he can like always.
|
| I don't think its going to work the way he thinks in this case,
| its atleast going to cost him $1b
| hwers wrote:
| Surely 1bn could have afforded a lot more and better
| marketing..
| kringo wrote:
| for sure :-)
| lemondice wrote:
| michaelsshaw wrote:
| Just another example of Elon Musk committing to doing something
| crazy to generate headlines then not following through with it.
| Not sure when people are going to realize this guy's a total
| fraud.
| fma wrote:
| If you look at Twitter's stock price, it never stayed near his
| $54.20 offer price, unlike other actual legitimate offers for
| buyouts.
|
| Anyone who took it seriously...I'd like to sell them a bridge.
| jlarocco wrote:
| I love the irony that Musk wants to buy Twitter and force it to
| promote "free speech", but is also worried about "fake" accounts.
|
| If I want to run a thousand bots spouting fake news, isn't that
| my freedom of speech in action?
| coffeeblack wrote:
| Where does the Musk hate on hn come from?
|
| Edit: that's an actual question. If you downvote, at least
| comment why I'm wrong.
| maxboone wrote:
| I don't think it's irrational
|
| https://www.vanityfair.com/news/2022/04/elon-musk-twitter-te...
| throwaway5959 wrote:
| legitster wrote:
| It's not like Twitter doesn't also have money and lawyers.
| frollo wrote:
| Exactly, I think we are going to see some funny headlines in
| the coming days.
| throwaway5959 wrote:
| Twitter isn't the one breaking the agreement for no reason. I
| read the letter, it's full of nonsense.
| legitster wrote:
| But he hasn't circumnavigated anything. Twitter has full
| rights and ability to go after him.
| [deleted]
| adoxyz wrote:
| The Twitter deal always felt like a cover to sell a bunch of
| Tesla stock at the peak and cash out. Looks like it worked out
| for him.
| MBCook wrote:
| Depends on how big the fine he ends up with is.
| 9999 wrote:
| I assumed he'd exit Tesla on a longer timeline, but his recent
| political shifts do make it seem like he plans to exit Tesla as
| quickly as possible.
| mzs wrote:
| >The Twitter Board is committed to closing the transaction on the
| price and terms agreed upon with Mr. Musk and plans to pursue
| legal action to enforce the merger agreement. We are confident we
| will prevail in the Delaware Court of Chancery.
|
| Bret Taylor, Twitter board chair - 4:51 PM Chicago time * Jul 8,
| 2022
|
| https://twitter.com/btaylor/status/1545526087089696768
| lettergram wrote:
| The most likely scenario is a settlement at a lower price imo.
| Musk was never going to pay the original offer because it was /
| is well known Twitter has a bot problem. He surfaced the issue
| and is threatening to scuttle deal based on twitters throttling
| the API. Which is limiting the due diligence ability of Musk's
| financiers to appropriately evaluate their investment.
|
| Now the negotiations will take place and I suspect we will see
| something like a $10-$20B purchase agreement. Musk will have
| opportunity for due diligence if they sue. If they don't sue
| him, then the shareholders sue Twitter (ironically probably
| some of the financiers).
| roflyear wrote:
| In what fucking universe do you think they would settle on
| $10b lol. You guys are crazy.
| BolexNOLA wrote:
| >Which is limiting the due diligence ability of Musk's
| financiers to appropriately evaluate their investment.
|
| He waived his DD so that's 100% on him and his unchecked ego,
| like most of his problems he likes to blame on everyone else.
| rocqua wrote:
| Musk did not 'surface the issue'. He was complaining about
| bot numbers being higher than Twitter said looong before he
| ever signed the merger.
|
| Musk does not have a right to due diligence. Just a right to
| 'information reasonably relevant to the business'. And he has
| no right to terminate the merger based on that information.
| jhugo wrote:
| The bot thing is obviously a pretext but I wouldn't be surprised
| if all the major social networks lie about what proportion of
| their active users are synthetic. In my experience, running ads
| on both Twitter and Facebook tends to drive an absurdly large
| amount of suspicious traffic if you don't very tightly target
| them. 5% seems unbelivably low just based on that experience and
| the experience of using Twitter in general.
| timwaagh wrote:
| I hope he hangs lol. Not out of any disrespect for musks
| achievements like those cars or the first online payment method
| that did not involve a credit card but he's been doing too many
| disruptive unnecessary things that will have cost a lot of
| ordinary retail stockholders a pretty penny.
| SergeAx wrote:
| Okay, if everyone is posting conspiracy theories - here's mine.
| Musk did this for people to stop clamouring about his alleged
| twins with that blue-eyed smarty from Neuralink.
| peanuty1 wrote:
| Don't forget the SpaceX flight attendant he exposed his penis
| to and propositioned for sexual acts.
| hackerlight wrote:
| Allegedly. It's shameful that people throw around unproven
| claims on social media like this, and in their second breath
| will complain about disinformation coming from people they
| don't like.
| remflight wrote:
| Twitter can't give Musk the data he needs to determine fake
| accounts. It's obvious that while Twitter does some work to
| detect fake accounts, they probably only go after low hanging
| fruit. Twitter is balancing investment costs vs impact to the
| platform and obviously they are coming in light. Everyone that
| uses Twitter knows it has a bot problem.
|
| If Musk's team does a deeper dive than Twitter is willing to
| invest in and determines that the number of bots is material, it
| calls into question the entire financial model of Twitter.
| Customers will demand refunds and earnings will have to be
| restated going back years. It's going to be a nuclear financial
| bomb.
|
| So of course Twitter is going to sandbag. They can't afford to
| release that data because they know it's going to be material.
| Musk knows this and Twitter knows this.
|
| I think Twitter is actually fucked now because their number of
| accounts will come into question and maybe even the SEC might
| squeeze them. But Twitter will probably look tough but try to
| close this chapter as quickly as possible and hope that no one
| digs deeper into the fake accounts.
| ceejayoz wrote:
| > Everyone that uses Twitter knows it has a bot problem.
|
| Which is precisely the problem with signing a "I'm buying you
| for $44B" and then claiming you had no idea they had so many
| bots to back out of it.
| remflight wrote:
| Your argument doesn't hold water. You can have a sense of the
| amount of bots but if it's wildly off, then of course it's
| going to be shocking.
| ceejayoz wrote:
| He opted to buy the company, and very shortly afterwards
| said the 5% number - which they've consistently submitted
| to the SEC for _years_ - is obviously wrong.
|
| Unless he can convincingly explain how he went from naively
| believing the 5% number to certain it's massively and
| fraudulently incorrect - in a matter of weeks and with no
| new information - to the court, he's pretty fucked here.
| remflight wrote:
| You simply don't know what you're talking about. That's
| not how the real world works.
| ceejayoz wrote:
| https://www.bloomberg.com/opinion/articles/2022-07-09/elo
| n-s...
|
| > The bots thing, man, I don't know. We have talked about
| this before. Back before the market crashed, back when he
| was pretending to want to buy Twitter, Musk was
| pretending that he wanted to buy Twitter in order to
| clean up the bot problem. Now he is pretending to want to
| get out of the deal because of the bot problem. It is
| tiresome to pretend to take this seriously, so let's not.
|
| Read the whole thing.
| iudqnolq wrote:
| > If Musk's team does a deeper dive than Twitter is willing to
| invest in and determines that the number of bots is material,
| it calls into question the entire financial model of Twitter.
| Customers will demand refunds and earnings will have to be
| restated going back years. It's going to be a nuclear financial
| bomb.
|
| This doesn't make sense. "Material" is a term of art defined
| with regard to the current deal, there's no such thing as
| determining "the number of bots is material" in a general sense
| such that customers (I presume you mean advertisers) would
| automatically be allowed to sue.
|
| Sure, if Musk finds Twitter has historically lied that would be
| significant. But Twitter doesn't have a single "bot number". In
| specific circumstances they make specific calculations using
| defined procedures. For example, the number Musk is whining
| about uses active - not all - users as the denominator, so of
| course it's going to be lower than the "real" number of bots.
|
| Surprisingly to me, so far Musk hasn't provided an argument
| beyond this same sort of word salad. Maybe he's playing
| n-dimensional chess, but if Twitter sues him he'll presumably
| have to make his real secret arguments in open court. We'll see
| then.
| remflight wrote:
| Of course it makes sense. "Material" is a financial term that
| is used all the time. It's not a surprising term at all and
| fits here.
|
| Twitter doesn't have to be caught in a lie. They can just be
| caught with having a materially different numbers of fake
| accounts from their stated numbers.
|
| If 25% of the amount you paid to Twitter for ads went to bots
| and fake accounts, you don't think that you deserve a refund?
| You don't think advertisers would take advantage of that to
| get refunds? You don't think the SEC would be interested in
| this?
|
| The whole point is Musk's team is going to dig up stuff that
| Twitter won't want to fix because the cost to find and track
| it will overweigh the amount of money they make probably. But
| it will have ramifications in terms of things like refunds
| and customers leaving the platform entirely. It will make
| them look really bad. It's inevitable.
| iudqnolq wrote:
| > "Material" is a financial term that is used all the time.
| It's not a surprising term at all and fits here.
|
| Yes, but it's only well-defined with regard to specific
| circumstances. It makes no sense to say something material
| to this deal will inherently be material to completely
| different circumstances like the contracts signed with
| advertisers or users.
| remflight wrote:
| You're not making any sense.
|
| If you're an advertiser and you've been paying for ads,
| but 25% of the engagement was fake, you won't ask for a
| refund?
|
| If you're a new advertiser and you find a platform where
| 25 % of the engagement is bots, will you want to pay full
| price?
| mikeyouse wrote:
| No because that's not how advertisers price ads. They
| measure an ROI on their spends and if it's greater than
| 1, they'll buy another set of ads. If the ROI is >1 with
| 25% bots on current Twitter, they should be worth _much
| more_ to Musk Twitter because their current ads will
| outperform when musk enacts his magic bot preventers.
| phailhaus wrote:
| > Twitter can't give Musk the data he needs to determine fake
| accounts.
|
| Twitter has already given Musk access to the "firehose of
| data". [1]
|
| Musk bragged about buying Twitter _because_ of the bots. Nobody
| is going to believe that he suddenly cares now that there are
| too many, not after he waived due diligence and set the buying
| price as a 420 joke.
|
| [1] https://www.wired.com/story/elon-musk-twitter-firehose/
| remflight wrote:
| Read the letter from the lawyers. They gave Musk's team
| limited access via api until a couple of days ago despite
| asking for it since may. The limited access was rate limited
| and had other restrictions. It's obvious that with a rate
| limit the amount of data is not enough to do what they need
| to do.
| CogitoCogito wrote:
| Okay if the issue was his access being rate-limited, then
| what's the issue now that it no longer is? So Musk is able
| to actually find the evidence he needs now right?
| umpalumpaaa wrote:
| I never understood the spam accounts argument...
|
| One of musks main things he wanted to do with Twitter was to
| fight those spam/bot accounts.
|
| He thinks getting rid of them is good for Twitter. If there are
| more bots than estimated Twitter will get even better than
| anticipated. If there are less bots than estimated this means the
| user base is more healthy than assume / one problem you don't
| have to solve.
|
| Each scenario is neither clearly good nor bad for a potential
| buyer.
| DonHopkins wrote:
| Hit it, Frank:
|
| https://www.youtube.com/watch?v=K_WgCGOWae4
|
| We must watch the stuff you make.
|
| You have let us eat the cake.
|
| While your accountants tell you, "Yes, yes, yes!"
|
| You make expensive ugliness, how do you do it? Let me guess...
| crikeyjoe wrote:
| Read the reason. Twitter is all fake bots. You gotta be nuts to
| own that.
| ramacastro wrote:
| maxerickson wrote:
| It's not success until the first long term mission dies a
| desperate unnecessary death.
| ramacastro wrote:
| Sure, let's wait until the sun expands and kills all life on
| earth. All because of the fear of a single accident killing a
| few people. Sound logic.
| maxerickson wrote:
| I am not saying that whatever attempted Mars missions
| should be delayed, I'm saying you should probably wait to
| reward the credit until it's a little closer to fruition.
| ramacastro wrote:
| I understand your point. But if you follow the
| achievements of spacex and the current progress of
| starship, they clearly are making the most progress of
| any group of people in this direction.
| vecter wrote:
| This ad hominem has nothing to do with Elon's legal standing
| with regards to whether or not he can back out of the deal
| without paying a large breakup fee.
|
| Yes Elon has done great work for humankind, but that doesn't
| absolve him of responsibility for bad behavior.
| ramacastro wrote:
| vecter wrote:
| > Sure, he won't mind paying that I believe.
|
| I strongly beg to differ. The purported damage may be in
| the low tens of billions. It doesn't mean that Twitter will
| get that much, but they'll certainly sue for that much.
|
| > And he will likely create a new social media and crush
| twitter.
|
| What makes you believe that that is likely? I don't see any
| evidence for it whatsoever. Twitter has an incredible moat.
| Just because Musk is going to start a twitter competitor
| (which I doubt he'd bother doing since he's already so
| busy) doesn't mean it will be successful, if it even ever
| gets off the ground. Most likely it will be a small niche
| community.
|
| > I was talking about people attacking him just for being
| rich and accusing him of having an "inflated ego"
|
| Clearly the man has an inflated ego if he thinks he can
| pull nonsense like this and get away with it. You could
| make a reasonable argument that he's "earned" that ego, but
| that's different from whether or not he has one.
| ramacastro wrote:
| In the ted interview he did recently he said he had a
| plan B. And that plan was clearly to create a new social
| media, if you watch the interview you will notice. I
| honestly don't think he was trying to pull anything. If
| you see a product that seems made of real gold and then
| when you ask the seller to prove it's gold, they go round
| and round not actually answering your question, why would
| you buy it? Better to put that money into another
| product. It's common sense, people should stop being so
| cynical. It's a distorted and sad world that one. As Elon
| said once "I prefer to be optimistic and wrong rather
| than pessimistic and right".
| [deleted]
| minimaxir wrote:
| Elon says a lot of things that don't pan out. Unlike a
| TED interview, buying Twitter was made into a legal
| obligation.
| ramacastro wrote:
| Elon has a bad time prediction engine for predicting how
| much time something will take his companies to achieve.
| But please let me know of something that he said that
| turned out to be a lie or actually impossible by the laws
| of physics. Because I never heard him say anything like
| that. And he will pay whatever tens of billions he has to
| pay. He really doesn't care about money.
| betwixthewires wrote:
| I think the above comment is largely targeted at the many
| character attacks against Musk and less so at commentary on
| the legality of this whole Twitter thing.
| tux2bsd wrote:
| The IT industry is extremely left leaning on the whole. People
| who are intelligent enough to know better, it's a very strange
| phenomenon.
|
| Twitter has one of the worst interfaces known to man, I'm
| amazed anyone uses it.
| ramacastro wrote:
| This is really strange! I'm a tech entrepreneur, but don't
| personally know many others. Critical thinking should prevail
| in the tech industry, not this nonsense.
| tux2bsd wrote:
| I see your original comment is "flagged", there was nothing
| untoward about it. I don't know why the cowards can't just
| leave comments alone.
| ramacastro wrote:
| They flagged it because either the truth hurts or it went
| against their ideology.
| tux2bsd wrote:
| The latter, they literally can't recognize the truth.
|
| I hope for their sake a large portion of them break free
| of their ideological prisons during their lifetime.
| ElijahLynn wrote:
| So was the whole goal all along to try and figure out how much of
| Twitter was fake spam accounts? That would be one way of doing
| it.
| riffic wrote:
| If there's a valid combination of username and password, the
| account is in no way "fake". I wish there was better
| terminology here.
|
| It can in certain be a spam account though.
| andrewclunn wrote:
| So then it looks like the "right wing" / anti-establishment tech
| pantheon is then set:
|
| Rumble, Brave, Truth Social, Subscribe Star
|
| Locals and Bitchute gave it a shot (and aren't dead yet). And an
| Elon owned Twitter might have been interesting, but at this point
| that's who the players are.
| daemoens wrote:
| All of them are incredibly small though. Most conservatives
| still use regular social media.
| rvz wrote:
| All of them are still bigger than Mastodon. After 6 years,
| Mastodon failed to show itself to be a proper alternative
| even during the so-called 'exodus' from Twitter. Given that
| it is smaller than those social networks, I regard that as a
| catastrophic failure.
|
| 6 years is not early days and Mastodon failed has still
| failed to attract users from Twitter 2 months ago. No chance
| of a significant amount of serious users from other social
| networks migrating over.
| daemoens wrote:
| Mastadon wasn't built for conservatives though. Truth and
| it's ilk are built specifically because of conservatives
| feeling censored. They have a reason to go there. Mastadon
| has nothing.
| timsneath wrote:
| It seems apparent to this observer that he developed cold feet
| pretty fast after an impetuous decision, and has been looking for
| any reason to back out of it since then. The spam accounts angle
| seems like a convenient scapegoat, rather than a real surprise to
| him.
|
| He's clearly eccentric in his approach to decision making: I
| don't think any Harvard Business School course will teach "the
| Musk Principles". But it's unclear to me what he initially
| thought he was getting out of this. In the original news, he
| said, "Twitter has tremendous potential - I look forward to
| working with the company and the community of users to unlock
| it." Either he was breathlessly arrogant or astonishingly
| careless in the first instance. And I say this as someone who has
| huge respect for his accomplishments in other industries.
| christkv wrote:
| Termination fee is like 1 billion I think so it will still be
| cheaper for him to back out and then buy it when its stock
| price crumples over the next couple of quarters.
| eloff wrote:
| That's only in case he can't get financing. There's no option
| to pay $1B and walk away. Twitter can sue to force him to
| complete the deal under the contract they signed.
|
| However I suspect the lawsuit to be settled rather than drag
| on for years. Probably he'll buy it at a reduced price or pay
| a larger termination fee to walk away.
| UncleOxidant wrote:
| > Either he was breathlessly arrogant or astonishingly careless
|
| Why not both? Arrogance tends to lead to carelessness.
| ben_jones wrote:
| Seems like a manic episode enabled by yes-men.
| baby wrote:
| There's the HN theory, but then he was invited at twitter
| answering questions that employees had. Why would someone do
| that if they were just fucking around.
| recuter wrote:
| > The spam accounts angle seems like a convenient scapegoat,
| rather than a real surprise to him.
|
| It seems apparent to this observer that the spam accounts thing
| and other metrics were always super inflated and perhaps now
| there will be a reckoning.
|
| I also think it is very funny how there was much gnashing of
| teeth and literal tears at the prospect of him owning twitter
| but now they might end up chasing him and try to force him to
| buy them, thus further alienating the woke mob and sowing chaos
| internally. Look how the turn tables have turn tabled.
|
| If they are greedy enough to go to court over it the question
| of just how _fake_ this company is will stay in the news for
| the duration of the trial and the stock will tank. If they don
| 't they might have to, you know, actually function like a real
| company.
|
| This story is far from over.
| initplus wrote:
| No kidding Twitter has spam/fake accounts, isn't that part of
| why Musk wanted to buy Twitter in the first place?
|
| He publicly stated that he wanted to buy Twitter to clear up
| the fake account issue, he knew about the issue before
| entering the deal, when signing he waived due diligence that
| could have given him the opportunity to investigate the issue
| before signing...
|
| Musk's own tweets will work against him if he tries to use
| the fake accounts issue to back out.
| recuter wrote:
| His stated reason to buy twitter was in defense of free
| speech, despite the bots not because of them.
|
| I'm guessing he saw a glimpse of just how extensive the
| problem really is and the unwillingness of the organization
| to be remotely honest about it. It would not surprise me if
| it was 95% bots, rather than 5%.
| hwers wrote:
| This is such a terrible look for Elon. I've really liked him up
| until now but this just feels like playing with our emotions.
| Honestly starting to question how much hope there is for mars
| to happen at all.
| plankers wrote:
| >Honestly starting to question how much hope there is for
| mars to happen at all.
|
| i spat out my drink reading this
| camjohnson26 wrote:
| Musk receives a lot of flak because he presents extremely
| hard problems as easy, and sells the idea that only he can
| solve them. But this is clearly not true, just look at all
| the progress that is happening in automated driving and EV
| technology outside of Tesla, with Waymo, Cruise, and other
| companies already offering limited driverless rides, and with
| the Rivian and Ford 150 Lightning beating the cybertruck to
| market by years.
|
| Real progress takes real work, not promises and marketing
| fluff. If humanity makes it to Mars it will likely be without
| his help.
| slowmotiony wrote:
| _Real progress takes real work, not promises and marketing
| fluff._
|
| I've never seen a Waymo, Cruise, Rivian or a Ford 150
| Lightning in my entire life and I've been in many major
| cities across the world. You know what I do see on a daily
| basis though? Teslas.
| camjohnson26 wrote:
| You've also never seen a driverless Tesla or a
| cybertruck, so compare apples to apples. Yes Tesla killed
| it with their sedans and the model 3.
| [deleted]
| jmccaf wrote:
| I've started to see Rivian trucks are on the road in
| South Bay Area and in Berkeley.
| TillE wrote:
| I suspect the initial decision was something like "hey I could
| actually just buy Twitter, that would be funny". It's less
| clear to me why he almost immediately started trying to back
| out. It's probably a waste of a significant chunk of money, but
| is that all?
| idiotsecant wrote:
| It makes more sense if you assume that Elon Musk is both a
| sometimes successful businessman and also suffering from
| unmanaged bipolar disorder.
| AngryData wrote:
| Or it is far more likely that he isn't so much smarter than
| everyone else like he pretends and regularly makes mistakes
| like anybody else.
| crmd wrote:
| Agree 100%. I've never met Elon but his online behavior in
| the run up to and immediately after the Twitter deal sure
| seemed hypomanic to me.
| [deleted]
| soganess wrote:
| Can we not jump to blaming a person's bad choices on the
| first medical condition that fits? I know Musk has said he
| has bipolar disorder, and I'm not trying to discount that.
|
| I'm just saying what if... gasp... he simply did something
| foolish? The blame-it-on-the-bipolar out reinforces the
| narrative of an infallible person who only make mistakes
| because of a medical condition. Take that line of thinking
| one step further and you are now fully onboard the bipolar
| stigma train.
| appletrotter wrote:
| Do you have any experience with bipolar?
| pas wrote:
| A mistake or doing something foolish is going out in
| shorts in the winter and then getting a cold.
|
| He spent days/weeks/months on setting up this deal, he
| became obsessed with it at some point.
|
| (Hopefully) no one is "blaming" it on the bipolar. It's
| simply something consistent with bipolar. (But it's also
| consistent with rich people getting obsessed with
| something and then spending way too much resources on
| it.)
|
| > reinforces the narrative
|
| That narrative is simply bad and pushed by people who
| have no idea what they are talking about. Musk's previous
| instances of risk taking (that "all" turned out to be
| fine) is also perfectly consistent with bipolar. (Of
| course if you look at it then it turns out that he took
| many risks that made very little sense, like when he
| talked about taking Tesla private, the infamous funding
| secured tweet.)
|
| And of course just a label like bipolar means (almost)
| nothing, these spectrum disorders are complex (and there
| are usually other comorbidities at the same time, just
| with different severity), we don't know how he is
| treating/medicating/managing it, or is it even the right
| diagnosis or not. Or he could have simply lied.
| CogitoCogito wrote:
| > It's simply something consistent with bipolar.
|
| It's also consistent with making a mistake.
| pas wrote:
| ... you can call it a mistake, but that emphasizes an
| irrelevant fact. everyone makes mistakes. rich people do
| small and big mistakes. we hear about the very stupid
| (regular florida man) and very expensive mistakes (trader
| accidentally entry more zeros, etc).
|
| and of course we all hear about the top of the Forbes
| billionaire list mistakes, the wework scandal and the
| other questionable decisions of Masayoshi Son, how "the
| crazier someone it's more likely they get money from
| Thiel", etc.
|
| but even on top of all these this one easily takes the
| cake.
|
| yes, in isolation it's a "mistake", but luckily we have
| plenty of context for it.
| CogitoCogito wrote:
| > everyone makes mistakes. rich people do small and big
| mistakes.
|
| So then you agree that it being a mistake is entirely
| plausible and that it having anything to do with being
| bipolar is pure speculation?
| stingrae wrote:
| It also hit at a point when Tesla's stock price started a
| rapid decent. The Twitter deal is becoming a larger and
| larger percentage of his net worth.
| 988747 wrote:
| >> It's less clear to me why he almost immediately started
| trying to back out.
|
| That's what you do when you sober up and realize what a mess
| you've made.
| civilized wrote:
| Perhaps underneath the 420 jokes lies the reality that he's
| high fairly often.
|
| I am sure the offer price of $54.20 was a joke. With Musk,
| the appearance of those digits is never an accident.
| martin8412 wrote:
| Wine and Ambien is his goto..
| dubswithus wrote:
| Is it?
| jacquesm wrote:
| This seems to happen with some regularity in Musk's
| timeline.
| cowtools wrote:
| Well, if the purpose of buying twitter was to improve the
| user experience of internet users and advance the doctrine
| of free speech, then why not just spend that same amount of
| money building your own twitter (mastodon instance or
| something) and use your publicity to attract users?
| simonw wrote:
| If spending a ton of money was a reliable way to build a
| new social network we would all be having this
| conversation on Google+.
| Slartie wrote:
| "Musk Social"?
| cowtools wrote:
| The difference would be that musk's following is more
| moderate, and they might respect peering agreements
| unlike Gab or Truth Social.
| Vespasian wrote:
| Well maybe he realised that in the best case he would
| govern over Twitter 2.0 with extra toxicity and in the
| worst case be the proud owner of another cesspool of
| assholes, pedophiles and people with violent ideas.
|
| I don't believe for a second that Elon Musk really cares
| about free speech for anyone but himself and he is right
| now probably not limited by twitter's policy but by other
| externalities
| cowtools wrote:
| Pedophiles? I'm pretty sure they would be forced to take
| down child porn. I mean, it's a public forum. If you are
| publicly announcing that you are pedophile or terrorist,
| that sounds like bad news for you.
|
| In any case, does twitter not already have a lot of
| "assholes" and people with "violent ideas"?
| Vespasian wrote:
| Yes he would (sorry if I went a bit over the top there).
|
| My point being that I don't trust Elon Musk to make
| better moderation decisions than whoever is in charge
| right now.
|
| Past attempts of social media with low barriers of what
| is allowed have absolutely turned out worse than Twitter
| if you ask me(e.g. 4chan, 8chan, gab etc) That's why I
| think the best case is "Twitter but more aligned with
| whatever Elon Musk thinks at the moment"
| [deleted]
| ChildOfChaos wrote:
| because that doesn't work.
| CoryAlexMartin wrote:
| An established social media platform's most valuable
| asset is the size of its userbase. Even with the reach of
| Musk, I think it would be hard to attract a large enough
| userbase to make the product more compelling than
| Twitter.
| TheOtherHobbes wrote:
| An established platform's most valuable asset is the
| _data_ of the userbase.
|
| Twitter can leverage a huge amount of data about personal
| preferences, interests, relationship status, political
| leanings, income, usage profiles, message habits and
| content, social graph, and location.
|
| If you specifically wanted to clamp down on certain
| demographics, it would be an excellent way to locate
| them.
| rtkwe wrote:
| Can't have a large data trove on your users without
| users. A huge part of a successful social network is
| sufficient adoption. If the people your users want to
| follow aren't on the platform they don't have a real
| reason to be there. It's a major hurdle for any new
| social platform and a lot fail at that step.
| labster wrote:
| Stocks went down almost immediately after the deal across the
| tech sector. Financing got harder, he would have sell off a
| lot of TSLA at a discount to complete the deal.
| towaway15463 wrote:
| Did everyone forget about the massive hit the stock market
| took right after the deal was announced? Maybe that has
| something to do with it.
| alasdair_ wrote:
| The market went to shit almost right after the point where he
| made his offer. Tesla took a dive at the same time. A lot of
| the loan he took out is against his tesla stock.
| mikkergp wrote:
| I think about Jack Dorsey's endorsement early on:
|
| https://www.cnbc.com/2022/04/26/jack-dorsey-elon-musk-is-the...
|
| This most of all makes me think he was really into it and then
| fucked it all up. Or Jack was just trying to get back at the
| board.
| WORMS_EAT_WORMS wrote:
| Eh, I think he's a believer. I like Jack. He dreams big and
| is pretty inspirational to wild ideas. You are high if you
| are reading this and think he's not upset with where Twitter
| landed.
| mikkergp wrote:
| Yeah I mean I guess that's what I'm trying to say. I do
| think Dorsey is a believer which makes it so odd to me that
| Dorsey and Musk apparently had enough of a relationship for
| Dorsey to say Musk was the best person to take over
| Twitter, and then see the takeover later become so
| disorganized.
| morelisp wrote:
| Dorsey is also naive, so perhaps he just didn't question
| Musk's stated position much.
| starkd wrote:
| The twitter board has already announced it intends to litigate
| this. And they are not after just the $1B fee. That might be
| what Mr. Musk had in mind when he mentioned he was lawyering up
| in a few tweets awhile back. Even though he waved due
| diligence, that might not clear twitter from having lied about
| the bot problem. I suspect this is going into months of
| litigation. Perhaps Twitter will be willing to accept a lower
| price. It might be what Musk is angling for.
| hermanradtke wrote:
| He didn't waive due diligence. He chose to forego any due
| diligence before making an offer.
|
| This isn't like buying a house...
| starkd wrote:
| Oh? This is news to me. The media are all claiming he
| waived it, though I tended to doubt it. That he would waive
| it does seem kind of odd, since even waiving due diligence
| should not absolve a company from lying about its assets if
| found out.
| [deleted]
| atlasunshrugged wrote:
| There's another belief floated by Josh Wolfe (an investor with
| Lux Capital) who claimed it was a ruse to liquidate Tesla stock
| en masse without Tesla hodlers getting suspicious and tanking
| the inflated stock price.
|
| https://twitter.com/wolfejosh/status/1545387947578597376
| marricks wrote:
| That's immensely believable, I wonder how he got someone
| people onboard to be help him fund it though. It's even more
| of a stretch but maybe the rest of them wanted more liquidity
| too?
| slg wrote:
| But Tesla stock did drop after the announcement of the deal.
| I think that is the real reasoning behind him quickly getting
| cold feet. He probably thought Twitter would be a fun side
| project, but the backlash from people in regards to Tesla,
| SpaceX, and just the general public meant it would be more
| costly both to his reputation and financially beyond just the
| sticker price. That took the fun out of it so he has been
| looking for ways to escape the deal ever since.
| thereare5lights wrote:
| > but the backlash from people in regards to Tesla, SpaceX,
| and just the general public
|
| There's no way he didn't foresee this.
|
| It would be shocking if he is lacking in self-awareness to
| that extent.
| formerkrogemp wrote:
| > It would be shocking if he is lacking in self-awareness
| to that extent.
|
| 'Ol Musky missing self-awareness? Surely, you jest Mr.
| Spock!
| Sebb767 wrote:
| There's a lot of things Elon is not, but he definitely is
| a smart business man and he can manage hype.
| tsimionescu wrote:
| He typically creates massive hype, well over what he
| could possibly deliver, not sure I've ever seen him
| temper hype.
|
| Just remember the launch of Tesla auto-pilot, where he
| was promising full self driving within a year or two, so
| good that you would let your car work as a taxi while you
| don't need it and it would become a passive stream of
| income so great you would see your investment back in
| around a year! He actually said "our goal is to make Ilit
| financially irresponsible to buy any other car". This is
| not a man who "manages hype".
| elliekelly wrote:
| His present situation with a multi- _billion_ dollar
| agreement he entered based on hype and is now very
| desperate to exit seems to suggest his hype management
| skills have room for improvement.
| jacquesm wrote:
| The question isn't really whether it dropped or not but
| whether the perception was that it would have dropped more
| without that fig leaf.
| slg wrote:
| This isn't the first time he has sold Tesla shares. He
| sold billions of dollars worth last year too. I'm not
| sure the exact dates to do the math, but did those sales
| cause a immediate drop of over 10% like the Twitter
| announcement?
| jacquesm wrote:
| That's not the right question, the question is the
| _perception_ of the difference between selling $44B of
| stock outright or selling it with the goal of buying
| Twitter.
|
| What actually happened isn't relevant. What is relevant
| is whether he may have thought it would work better.
| Tricky to prove.
| slg wrote:
| We agree that he didn't suspect the backlash from buying
| Twitter. I think our disagreement is just that you think
| he expected a large backlash from selling Tesla shares
| and I'm not sure history really suggests that was
| something to be concerned about.
| robbiep wrote:
| he wasn't (or isn't) aiming to sell the stock, he was/is
| aiming to finance the purchase using his Tesla stock as
| security. So this line of argument... Doesn't really make
| sense?
|
| This is all publicly available. Due to leverage, he faced
| ruin if Tesla fell below X (whatever X is) if he funded
| it all himself. So he opened his side of the deal up to
| other people, and allowed other large shareholders to
| come inside his tent - which reduced his exposure. Then
| the market dropped 15%.
|
| Matt Levine has an excellent series of newsletters
| covering it.
| mensetmanusman wrote:
| But he has been saying Tesla was way over valued for over a
| year...
| openthc wrote:
| More than one financial analysit/money manager has floated
| this idea in our circle. It seems reasonalble; an pointing to
| the last time he sold a bunch (11B?) and told everyone it was
| to pay his taxes. They seem to think it was to just convert
| some high-risk (TSLA) to low risk (Cash, etc).
| the_biot wrote:
| That sounds reasonably logical, but by what measure of
| logic is overpaying for Twitter, of all assets, a good
| deal? There are surely better companies to do this sort of
| thing with, _and_ end up with an actually valuable asset at
| the end of it.
| Sebb767 wrote:
| According to this theory, he never intended to buy
| Twitter. He just used the offer to liquidate stock
| without raising too many eyebrows and now he's backing
| out, with a few billion extra in cash and, if everything
| works out for him, not even a termination fee.
| spfzero wrote:
| I agree with you. If the object was to convert overvalued
| stock, you would not just convert it to another
| overvalued stock, right?
| macintux wrote:
| Notice that he is not, in fact, converting it.
| openthc wrote:
| To over simplify: it's the trick of a illusionist; look
| over there! Something interesting (now switch the rabbit
| for the dove or whatever). So while GenPop is looking at
| this noisy deal; he's able to shuffle around money in
| three(?) ways -- where the net result is to reduce the
| TSLA holdings w/o too much penalty (or somethign). I'm
| not smart or rich enough to fully understand. The logic
| is distraction to execute a big dollar amount shift in
| equity positions.
| BenoitEssiambre wrote:
| I also read somewhere that if Elon ran Twitter into the
| ground in the next decade, using it just to advertise Tesla
| cars, he would have paid an amount in line with what GM pays
| for advertising their cars (at least what they paid pre-
| pandemic) https://www.statista.com/statistics/286522/general-
| motors-ad....
|
| It blows my mind how much (non Tesla) car companies spend
| just on advertising.
| freemint wrote:
| Well he pays for advertising. Tesla flame throwers, Tesla
| whistles and so on are campaigns.
| fisherjeff wrote:
| Sure but then why skip diligence? That would be the ideal
| time to sell lots of Tesla stock and eventually say "You know
| what? Nah" without any sticky legal issues.
| pclmulqdq wrote:
| Most people do not liquidate billions of assets while
| waiting for due diligence to go through. They wait for
| diligence, then liquidate the assets.
| fisherjeff wrote:
| Well yes, but most people also intend to actually go
| through with an acquisition
| [deleted]
| pryce wrote:
| If someone's stock is as incredibly overinflated as Tesla has
| been for so long, choosing the most effective way to
| liquidate stock without triggering a run becomes a social
| engineering problem with the incentive of a multi-billion
| dollar payoff.
|
| Honestly I think other people trying to read this situation
| in some way that ignores a _multi billion dollar incentive
| just sitting there_ is utterly naive.
| spfzero wrote:
| I think the incentive you mean is to move out of a stock
| you think is overvalued (I agree about that). But that
| works with any purchase, not just Twitter. And with that
| motive in mind, Twitter would be a really unwise company to
| buy, when there are so many companies available with actual
| asset value around. Wouldn't you rather buy something with
| your over-inflated stock that had some value-preservation
| attributes? For example, you could buy a mining stock, or a
| railroad. With Twitter, you're going from the frying pan
| into the fire.
| datavirtue wrote:
| He could sit next to whatever dark lord descendents
| currently run Ford, for less. But that would make Tesla
| into a serious car company; which is a real business
| deal, for someone serious about changing the world.
|
| This is just one of the impacts of the high potency
| products at the local cannabis dispensary. You can't
| function if you wake and bake on that shit.
| throwaway09223 wrote:
| According to the above theory, a value move (diversifying
| from TSLA to something else) is precisely what must be
| avoided.
|
| The move would _have_ to be perceived as financially
| irrational for it to be operable in terms of distracting
| the market from the diversification.
| halukakin wrote:
| This would have been switching from an overinflated stock
| to a much more overinflated stock.
| rmbyrro wrote:
| The theory presumes he never intended to actually buy
| Twitter stocks, just keep the cash.
| behnamoh wrote:
| But why would he need cash? To buy another company, or
| start one of his own?
| johannes1234321 wrote:
| To prevent itbecome worthless from a Tesla stock crash.
| Either putting it in the abnk or other investments.
| floatinglotus wrote:
| He knows Tesla is overpriced and wants to take some of
| his money off the table. He knows it is due for a major
| haircut.
| yebyen wrote:
| Why would anyone need cash ahead of a recession? I
| wonder...
| [deleted]
| Gustomaximus wrote:
| I wondered this early on. More so when I thought he would
| actually buy twitter as Twitter had had some serious share
| price decline at that point for over 6 months, so it's a
| way to shift money from an inflated area to a more
| moderately priced one. Plus he obviously likes the platform
| in general.
|
| If true, I don't think it's the case he did it intending to
| pull out. Seems unlikely he would have signed the billion
| dollar exit clause when he could have easily dragged the
| initial talks on a bit longer for largely the same result
| before 'changing his mind'.
|
| My best guess is the offer was genuine (thought impulsive)
| but as he's seen the price drop further, now his offer
| seems too much. Why pay $44bn for a sub $30bn company.
| Kinda simple but seem most likely than all these more
| complex theories.
| starkd wrote:
| dubswithus wrote:
| Musk probably believes he can grow the company into a
| $100B+ company.
| Gustomaximus wrote:
| I feel there is huge profitability growth potential
| there. If you look at the better quarters the revenues
| can be significant. If you ran that against a lean
| headcount and were genuinely A-political there's really a
| money maker there potentially.
|
| That said the risk is huge as the world can move on
| quickly as we saw with MySpace. And Elon s becoming
| increasingly a political risk factor himself in a
| business were peoples view on the leaders/owners really
| matters.
| dubswithus wrote:
| My point is he can pay more because he believes he's
| going to make much more in the future. There is a
| downturn but most people suffer downturns through life
| and hold through them. It's just childish to back out now
| but I would expect that from him.
|
| His views really don't matter. Nothing happened to
| Facebook and nothing will. People will just continue
| fighting (tweeting).
| themitigating wrote:
| So you acknowledge the possibility that he acted
| impulsively but think his other decision were all
| rational and intelligent?
| Gustomaximus wrote:
| Happy to have a conversation with you on reasoning, and
| apologise if I'm wrong in how I read your reply message,
| it feels like a curt criticism statement, not add value
| to discussion.
|
| But anyway, yes I believe it is possible to be impulsive
| followed by more logical decision making. This process
| seems fairly commonplace in the world I observe.
| Sporktacular wrote:
| Minus 1 billion for a termination fee. Why would he have
| agreed to that if it was his plan all along?
| namecheapTA wrote:
| Sell $40b of Tesla without causing a dip, is worth a lot
| more than $1b. A 3% dip from news he's selling that much
| stock would cost way more than $1b.
| formerkrogemp wrote:
| It's not just the potential impact upon markets.
| Shareholders of that size have legal obligations as well.
| If you own that much of a company you are specifically
| and legally precluded from selling it all at once in many
| circumstances. Bill Gates could not sell his entire
| Microsoft stake all at once back in the day into an open
| market as it might cause the security to drop
| significantly and for other, legal reasons. Certainly,
| the securities exchange act of 1934 requires disclosures
| of certain sales of shareholders above a certain
| percentage of shares of publically traded companies, but
| also more nuanced and exacting laws regarding national
| security interest prohibit the sales of securities and
| ownership to specific parties or foreign interests. When
| the scale of your ownership stake is in the billions,
| that certainly limits the potential buyers of the entire
| stake to a short list.
| svnt wrote:
| If he was able to exit his Twitter stock position after
| the jump in price he created it would wash out the $1B.
|
| If he exited TSLA to the tune of the remaining $10B or
| $15B, staving off a 50% decline in that value then he
| came out way ahead.
|
| It seems very likely to me he will find a way out of the
| $1B fee and end up settling for some fraction.
|
| Of course if he just borrowed against his TSLA to
| facilitate this deal, as I have read he did, then his
| profit on the move depends on the terms of the loan.
| HWR_14 wrote:
| He sold something around $10 (+/- 2) billion of Tesla
| stock. The loans don't matter as they were (a) tied in to
| use only to buy Twitter and (b) allowed to expire last
| month.
| labster wrote:
| The $1B termination fee is the tip of the iceberg.
| Changing your mind is not covered in the termination
| clause, and his evidence Twitter mislead him is
| contradicted by his own statements prior to the deal.
| Twitter is owed substantially more than a billion. Likely
| closer to ten.
| mzs wrote:
| You say _social engineering,_ I say _criminal fraud._
| FerociousTimes wrote:
| More precisely, securities fraud.
| behnamoh wrote:
| Is there any hope that this time he will pay for his
| shenanigans?
| dylan604 wrote:
| We've had the Teflon Don, now we have the Teflon Elon.
|
| I'm sure he'll be able to weasel his way out of this.
| He'll spend a crap ton of money to lawyers just to be
| able to say he doesn't have to pay for it, but he's still
| paying for it on a smaller scale and not in public.
| Anything to put up another W on the scoresheet.
| XorNot wrote:
| The counter point here is that the Twitter board is not
| poor, and the incentives to force the buyout (or at least
| extract more money from Musk) are huge.
| dylan604 wrote:
| Yes, and they are the side I'm cheering for in this
| match. Even if Musk is forced to pay, I doubt it will
| slow his twitter tirades down. In fact, I'd expect him to
| come out harder to prove whatever his little ego thinks
| needs to be proven.
| bardworx wrote:
| Isn't the entire breakup clause contractually written in?
|
| From my understanding, the current choice is:
|
| 1. Does Elon get sued by Twitter to force sale, per the
| initial agreement, where Elon agreed to allowing Twitter
| to force a sale.
|
| 2. Does Elon just pay the billion separation clause and
| walk away.
|
| Do you see it differently?
| jakelazaroff wrote:
| There is no option 2. That was a proviso in case Elon was
| unable to secure financing. He secured financing, so now
| he has to buy Twitter. Or they can sue him.
| tsimionescu wrote:
| The clause about the $1B penalty says nothing about
| separation. That clause only activates if the deal is
| stopped by some outside entity, such as the SEC, or if
| the two parties mutually agree to stop the process.
|
| In all other cases, Elon has committed to give them $44B
| in exchange for the company.
| dylan604 wrote:
| What reads like simple English to you or I does not get
| read the same way by lawyers. Once lawyers are involved,
| all reasonable logic goes out the window in my
| perspective.
|
| Ever since what "the definition of 'is' is", my whole
| outlook on lawyers was just obliterated.
| bmitc wrote:
| Not for sure why you're downvoted, because you're right.
| Lawyers do not operate on logical basis. They operate on
| interpretations of logic. I found this out when buying my
| house. Interacting with the lawyers was completely
| miserable because they live in their own little world.
| They expected me to just know things that they would
| poorly specify, requiring several emails to clarify, and
| then when I would point out mistakes, logical
| inconsistencies, or poorly defined things in the
| contract, they would just shrug it off or sort of
| grudgingly fix them, seemingly just to appease me. Then
| they would just dig their heels in the ground about what
| the contract "says" because the contract "says so", even
| though it made no logical sense. Because the contracts
| aren't what they say logically. They say what they say
| based upon a sort of colloquially agreed upon
| interpretation of them. Lawsuits then center around this
| colloquial agreement and not around the contractual
| logic. It's an excruciatingly frustrating world to be
| introduced to. I wish to never have to deal with lawyers.
|
| > Ever since what "the definition of 'is' is", my whole
| outlook on lawyers was just obliterated.
|
| Is that in reference to something? Got a link or an
| article or something?
| dylan604 wrote:
| >Is that in reference to something? Got a link or an
| article or something?
|
| Very much yes[0]. It was one of the defensive lines from
| Bill Clinton. I was still in high school during this, and
| it set me on a very bad path of thinking how to twist
| anything and everything anyone ever said. After all, if
| the pres can do it, then we should all be able to do it.
|
| [0] https://slate.com/news-and-politics/1998/09/bill-
| clinton-and...
| elliekelly wrote:
| I legitimately think removing Musk's account from the
| platform entirely might be their best bargaining chip to
| actually get the deal to go through.
| beagle3 wrote:
| They just reinstated Alex Berenson, apparently in a
| complete win for him (details are not yet public)
|
| Removing musk account, if they do thAt, might backfire
| spectacularly.
| elliekelly wrote:
| How might it "backfire spectacularly"? What could Musk
| possibly do to harm Twitter any further?
| unity1001 wrote:
| Not Musk but his gigantic fan base on Twitter would.
| lazide wrote:
| "I said, 'What are you going to do, stab me?'"
|
| - Stabbed man
| beagle3 wrote:
| Applying unrelated leverage between two parties is
| usually not looked at favorably by court. And court is
| likely where the musk/twitter thing will be settled.
| Dylan16807 wrote:
| Though it's weird to me that it's fine to sell stock just
| because you want to, but pretending you didn't want to
| could qualify as securities fraud.
|
| And that seems to be what the concern boils down to? The
| issue of whether he defrauded _twitter_ is a separate
| thing. (Though I 'm inclined to say no, because twitter
| came at this in a very skeptical and careful way, and
| normal fraud requires fooling someone into material
| loss.)
| drc500free wrote:
| Intent is the core issue of most white collar fraud.
| Dylan16807 wrote:
| I'd say that's because harm (and reliance) is usually
| easy to prove.
| bardworx wrote:
| From my understanding, US law is based on King George
| III, which inherently requires intent to be proven.
|
| In other words, US law judges by intent vs actual
| action/damage.
|
| One example of this is: Credit Card Fraud is prosecuted
| based on max possible theft vs money stolen.
|
| https://www.law.cornell.edu/wex/intent
| canucklady wrote:
| Mens rea is a necessary but not sufficient component of
| proving a criminal charge - the defendant intended to
| break the law. Actus reus is also required, which is
| actually doing the act.
|
| US law doesn't "judge by intent". If you try to murder
| someone but you don't succeed, you don't get charged with
| murder.
| bardworx wrote:
| Yes, I agree with you and I should have worded my comment
| better.
|
| To keep with the murder example, intent is what separates
| 3v2, in most states. Yes, a crime was committed but was
| the intent to cause bodily harm vs actions causing bodily
| harm, without intent.
| randcraw wrote:
| Having driven Twitter's value down by $15B, I can't
| imagine Musk _won 't_ be sued by shareholders for it,
| since his claims of fake accounts are as yet unproven.
| The same goes for the damages this little venture has
| inflicted on Tesla stock. The SEC and FTC are likely to
| cost Musk Enterptises a pretty penny in legal fees before
| all of this ends.
|
| The $1B penalty for backing out of the Twitter deal is
| the _least_ of Musk 's concerns.
| sem000 wrote:
| Sure, let's pretend the entire market hasn't sunk.
| CogitoCogito wrote:
| > Sure, let's pretend the entire market hasn't sunk.
|
| Why does that matter? Musk agreed to buy Twitter for $44
| billion. If he comes through, that's the value of
| Twitter. If he doesn't, then the value is something else.
| The difference between $44 billion and fair market value
| is just the expectation of investors that Musk really
| will pay. So yeah the drop really _is_ due to Musk trying
| to back out of the deal. If Musk weren't backing out of
| the deal, then then Twitter's value shouldn't drop
| regardless of the fact that the rest of the market has.
| adgjlsfhk1 wrote:
| it's somewhat hard to argue that musk is responsible for
| the decline given that the entire NASDAQ is also down.
| you might be able to find some contribution, but only a
| relatively small amount of it.
| ModernMech wrote:
| But Musk set the price at $54 by agreeing to buy Twitter
| at that price. If this deal were guaranteed to go
| through, shares should be trading at that price until the
| sale is complete. Trading at above that price means
| shareholders would lose money at closing, and trading at
| below means someone is leaving money on the table. Market
| forces should cause the price to converge at $54.
|
| The fact that it's trading lower means that investors
| don't expect the deal to go through. And who exactly as
| been doing his best to very publicly bring the deal into
| question? Elon Musk.
| Dylan16807 wrote:
| If he was the only thing dragging twitter toward $54, and
| then he stops dragging it as hard, it's hard for me to
| see that as driving value down. If he hasn't caused any
| _other_ damage, that 's just twitter returning to its
| natural value.
| CogitoCogito wrote:
| Given the agreement, it sure seems to me that Twitter's
| natural value is currently $44 billion dollars.
| bobsil1 wrote:
| Having driven Tesla's value down (below the market
| decline) by nonstop trolling, ...
| gnicholas wrote:
| Is it down $15B from the post-announcement peak, or from
| pre-announcement? I'd think only the latter would hold up
| in court.
| maxerickson wrote:
| There's a contract in place (that waves due diligence!).
|
| If he entered into that contract with no intent to honor
| it...
| glenngillen wrote:
| As Levine has repeatedly stated he didn't "waive due
| diligence". It was a binding purchase agreement. It's
| meant to come after all of the due diligence.
|
| He didn't waive his right. He just opted not to do any
| before buying.
| [deleted]
| datavirtue wrote:
| I have accepted that I will eventually see Musk put
| behind bars--all of a sudden--by the SEC. I get the sense
| that they are always building a case on him. He would be
| a great "Martha Stuart."
| lazide wrote:
| SEC can only levy civil penalties, criminal (aka jail) is
| another matter. Which they are happy to refer to the
| relevant prosecutor, it just isn't their job at that
| point.
| miohtama wrote:
| But this is only because everywhere, everything is
| securities fraud
|
| https://www.bloomberg.com/opinion/articles/2019-06-26/eve
| ryt...
|
| It also does not make sense to do this kind of fraud, as
| Tesla stock will surely tank on the news of it being used
| as a collateral in an acquisition deal.
| nazka wrote:
| I knew it had to be Matt Levine :)
| ycombobreaker wrote:
| Nah, the "everything is securities fraud" trope is qbout
| some (usually immoral) behavior that a shareholder argues
| would materially affect the stock price, and which was
| not disclosed to shareholders.
|
| Elon Musk announcing some M&A news with the intent of
| effecting price changes in TWTR,TSLA securies would be
| pretty boring, vanilla securities fraud.
| themitigating wrote:
| That depends on the amount especially since he's already
| been caught doing this when he claimed he would take
| Tesla private
| thayne wrote:
| What's the difference?
| pdpi wrote:
| One's the technique, the other's the goal. Like smash-
| and-grab and pickpocketing are two different ways you can
| steal things.
| dinobones wrote:
| You say _OSINT_ , I say, you _just used google with
| quotes_.
| hertzrat wrote:
| I don't buy it. Musk compulsively creates huge and innovative
| companies. To liquidate stock, he could just as easily have
| just waited until his next big thing and sold off his stock
| then, once again, in order to pay for a non-Tesla venture;
| and then either used the money for the company, or bailed on
| the new company. Involving Twitter doesn't make sense and is
| unnecessary
| MichaelCollins wrote:
| > _a ruse to liquidate Tesla stock en masse without Tesla
| hodlers getting suspicious and tanking the inflated stock
| price._
|
| Couldn't he just have said _" SpaceX needs more cash"_ or
| something like that?
| pclmulqdq wrote:
| That would be implying that a Musk company was in trouble.
| They constantly are in trouble, but he can never say it or
| else it breaks the fiction that Musk companies are
| predestined to be amazingly successful.
| FeepingCreature wrote:
| Didn't he famously say it about SpaceX last year?
| pclmulqdq wrote:
| It was leaked from an internal memo. He admitted it about
| tesla a few years ago now that tesla is in okay financial
| shape.
| 01100011 wrote:
| Not just Elon but his brother as well.
| [deleted]
| waynesonfire wrote:
| why do people assume that all aspects of this transaction and
| negotiation have been happening in the public and thus
| qualify for all these folks here to make claims like they
| know what's going on.
|
| People here don't know what claims in entirety were made by
| either party, and thus, it's impossible to speculate. This is
| what courts are for and Elon, and his team, are not idiots.
| napier wrote:
| Neither of these hypotheses precludes the other.
| caminante wrote:
| No? "Cold feet" is impulsive. Whereas a disguised
| liquidation is calculated.
|
| Regardless, the fall in share price likely drove the
| outcome.
| imranhou wrote:
| I doubt that is the case, because of such a flimsy reason
| chosen to back out of the twitter deal, if the plan was all
| along to create a ruse deal, I think the exit would have been
| better planned
| thesausageking wrote:
| Note that Josh has been a huge Tesla (and Musk) critic for
| years, starting as far back as this 2010 tweet:
|
| https://twitter.com/wolfejosh/status/19430106783023104
|
| He's called Tesla a "fraud" and that it would collapse many,
| many times while it's just kept going up and up and up over
| the last decade. For example:
|
| https://twitter.com/wolfejosh/status/1178486986790854658
|
| https://twitter.com/wolfejosh/status/1074055027021369344
| FireBeyond wrote:
| And?
|
| Is it Josh's fault that the market has listened to Musk
| when he's said, every year since 2016, that FSD is "coming,
| this year, for real"?
| entropicgravity wrote:
| The Go masters insist that every stone must have at least two
| reasons for its placement.
| [deleted]
| IAmGraydon wrote:
| I tend to believe it's something along these lines. The real
| question is why is he going to such great lengths to
| liquidate stock? He is not the only high profile billionaire
| who has recently come up with sudden circumstances to justify
| the liquidation of massive amounts of stock.
| qaq wrote:
| Wolfe has being on anti Musk crusade for a long time.
| jacquesm wrote:
| But is it true?
| qaq wrote:
| I would imagine there are cheaper ways to accomplish the
| same goal
| jacquesm wrote:
| That still does not answer the question.
| qaq wrote:
| How would you find a definitive answer?
| jacquesm wrote:
| That is a very good question, monitor the SEC for clues,
| if they bring some kind of action (which should either
| happen soon now that he has made it official he wants to
| back out or not at all).
| ImPostingOnHN wrote:
| given the SEC's regular lack of enforcement, their
| inaction would not be evidence of lack of wrongdoing
| jacquesm wrote:
| With counterparties like Musk it doesn't pay to try to go
| for some minor infraction, they will just lawyer their
| way out of it or stretch it forever, but if it is solid
| enough (and $44B might just do it) then it may well wake
| up the dragon. To be fair, someone would likely have to
| ask them nicely to do so because they feel that they have
| lost a lot of money due to Musk's actions.
| Sebb767 wrote:
| Which ones? Basically any way of him dumping billions of
| Tesla stock would've immediately popped the price. With
| this action, not only did he get plausible deniability,
| he also got a massive distraction on top.
| qaq wrote:
| Create Mars Foundation or do any other shenanigans rich
| people normally do.
| throwaway29812 wrote:
| That's a strange way of saying he was right.
| qaq wrote:
| I have no clue if he is right or not
| ChildOfChaos wrote:
| There is zero evidence that he is right.
|
| All we know are the facts, he agreed to buy twitter and
| now he is trying to walk away from the deal.
|
| There could be multiple reasons for that, including what
| he is saying on face value or a dozen other scenarios.
|
| He could still be wanting to buy twitter and use this as
| a bargaining tool to lower the price.
|
| You can say he was right, once we know the full facts
| which will be once this plays out and since it doesn't
| really affect any of us, speculating right now is simply
| taking part in silly gossip.
| kmonsen wrote:
| Yeah and everyone knew for months this day would come.
| After the stocks started falling in the spring there was
| no way he would not try to weasel out.
|
| In my mind this is an insane conspiracy theory that fails
| occam razor, he was high and said we wanted to buy
| Twitter. People made fun of him so he dug in to prove all
| those stupid people. There is no complex deal needed
| here.
| majormajor wrote:
| It's incredibly implausible that it's what he's saying on
| face value because a million other people seem to
| understand what Twitter was referring to around monetized
| monthly users or whatnot, and the idea that he _didn 't_
| at first and then realized this other number was actually
| make-or-break is ludicrous.
|
| Like, you can sign up for free. What's gonna prevent fake
| accounts in that case?
| ShamelessC wrote:
| bandyaboot wrote:
| Musk wanted to be warrior king of the internet edge lords. He
| was not playing chess.
| sulam wrote:
| This is such a strange take. There's any number of more
| effective ways for Musk to justify selling some Tesla stock
| that aren't especially likely to tank it. On top of that,
| announcing his intent to buy Twitter did in fact get factored
| into the stock quite rapidly, in the negative direction as
| you'd assume, because Twitter is not seen as an especially
| good investment while Tesla has been.
| divbzero wrote:
| He's not the only one to float this possibility. It's one of
| the more plausible explanations if you take the assumption
| that Musk was acting rationally with forethought.
| Mo3 wrote:
| I mean, it didn't necessarily take Josh Wolfe to see this as
| a viable possibility.
| avalys wrote:
| The deal includes a "specific performance" clause, which
| allows Twitter to force Musk to carry out the deal. He can't
| simply pay $1 billion and walk away, he's in for a very messy
| legal fight. This pretext about bots is incredibly weak and
| he's in no way guaranteed to win.
|
| If this really were part of some grand master plan, I think
| he would have left himself an easier out.
| at-fates-hands wrote:
| His legal team maintains Twitter is in material breach of
| multiple provisions of the Agreement and appears to have
| made false and misleading representations.
|
| https://www.sec.gov/Archives/edgar/data/1418091/00011046592
| 2...
| ceejayoz wrote:
| Sure, but that's bullshit. Twitter carefully couched each
| of this sort of statement in "we might be wrong"
| disclaimers.
|
| It's not like he came up with the "they're all bots"
| theory after committing.
| eropple wrote:
| His legal team can maintain that the sky is a vibrant
| chartreuse, but that doesn't mean it's true.
| no_butterscotch wrote:
| So what though?
|
| Is Twitter going to spend the next few years litigating
| this just to force someone to buy the company that
| doesn't want to? Elon's team can drag this on and on.
|
| What will happen to the value of Twitter's stock in the
| meantime? What will happen to the value of working at
| Twitter? It'll become a zombie company.
| lightsandaounds wrote:
| What will happen to the price of the stock is that it
| will be inflated over the "true price" by risk adjusted
| premium of the buyout.
|
| Stock price = "stock price without Elon owning it" +
| "Elons premium" * "likelihood of Elon losing the lawsuit
| and being forced to buy the company"
|
| That likelihood should never be less than 0, so I think
| this legal fight would only help the twitter stock price.
|
| I guess I am assuming that the "true price" is actually
| lower than what Elon offered for it.
| nmfisher wrote:
| It's worth north of $20B to Twitter shareholders and they
| have an (almost) rock-solid case. You can bet your ass
| they're going to spend the next few years to fight for
| it.
| tsimionescu wrote:
| Yes, that's exactly what will happen. If Twitter were to
| say now "OK, let's forget this whole thing happened" the
| stock would drop massively: not only are they losing any
| chance at the $44B buyout, they are also admitting they
| (1) lied in their current contract, and (2) likely have
| huge bot issues that they would rather not litigate.
|
| The only option for Twitter to continue existing is to
| sue Musk for the amount he promised.
| politician wrote:
| The downvotes on this comment are the clearest evidence
| that people will downvote verifiable facts presented
| neutrally if they don't like the facts, the people or
| companies involved in the fact.
|
| The karma hit at-fates-hands takes because people are
| irrational is collateral damage.
|
| Have an upvote.
| myko wrote:
| The downvotes are most likely because it's a specious
| claim that Elon's legal team is making, not supported by
| fact. He waived the due diligence phase. Twitter provided
| his team with information. He's just trying to get out of
| the deal because he made an impulsive and stupid
| decision.
|
| Parroting the statements of his legal team without adding
| the context around those statements is going to garner
| downvotes.
| openthc wrote:
| Isn't the context the link to the EDGAR documents?
| politician wrote:
| Neutral TLDR summaries are viewed as a good thing on HN.
| Given the rest of these comments, the theme here is pure
| hate for the man.
| [deleted]
| kelnos wrote:
| It also depends on what the Twitter board and shareholders
| want. Will they want to get bought out and owned by someone
| who clearly doesn't want to own the company, and may run it
| into the ground out of spite? Certainly some shareholders
| will just want to take the money and run (the agreed-upon
| buyout price is quite a premium over the current stock
| price), but others will be more interested in protecting
| the future of Twitter as a company and platform.
|
| Agree that there will be a massive legal fight, but my
| guess is that it will be over how much extra Musk has to
| pay to get out of the deal (beyond the $1B breakup fee),
| than over making him perform. But who knows; only time will
| tell.
| dragonwriter wrote:
| > It also depends on what the Twitter board and
| shareholders want. Will they want to get bought out and
| owned by someone who clearly doesn't want to own the
| company, and may run it into the ground out of spite?
|
| Uh, yes?
|
| The shareholders, and the board as their agents, care
| about the company as a means to an end: and that end is
| making money. They've already concluded the sale achieves
| that goal.
|
| If Musk wants to burn the company to the ground after
| they cash out, they don't care.
|
| Heck, some of them may invest in competitors after the
| sale banking on that to make even more money.
| raldi wrote:
| Your second sentence makes no sense. If the board and
| shareholders sell the company, "they" aren't owned by
| anyone. The board is no longer the board and the
| shareholders are no longer the shareholders. They're just
| a bunch of regular people holding big bags of money.
|
| It's like if you sell your car to a dangerous driver: you
| have no financial stake in whether they go on to crash
| it.
| mlyle wrote:
| > but others will be more interested in protecting the
| future of Twitter as a company and platform.
|
| Almost everyone votes their economic interest.
| cycomanic wrote:
| Except for many (most) middle and lower class voters?
| themitigating wrote:
| He's constantly dragged the company and founders through
| the mud and the stock dropped 7% once he called the deal
| off.
|
| I'd sued and settle for a few billion instead of taking
| the one billion backout
|
| He uses his wealth as a weapon against companies he
| doesn't like, just the mere threat he may get involved
| causes massive changes in the stock price and in turn
| causes investors to suffer financial lose.
| behnamoh wrote:
| > He uses his wealth as a weapon against companies he
| doesn't like, just the mere threat he may get involved
| causes massive changes in the stock price and in turn
| causes investors to suffer financial lose.
|
| Reminds me of Bitcoin "whales". It's a shame that this
| guy is the figure that will take humanity to Mars.
| johannes1234321 wrote:
| > It's a shame that this guy is the figure that will take
| humanity to Mars.
|
| Not humanity. Only selected ones.
| nerdix wrote:
| You don't want to be on that train anyway. It only goes
| one way. And it will likely result in a premature death.
| tsimionescu wrote:
| > And it will likely result in a premature death.
|
| Likely is putting it quite mildly - it's likely to cause
| a premature death in the same way that throwing yourself
| off the empire state building is likely to cause some
| injury.
| cycomanic wrote:
| There was an interesting critique of Musks futurism by
| Tom Nicholas. It definitely gave me another perspective.
|
| https://www.youtube.com/watch?v=5OtKEetGy2Y
| mwint wrote:
| This comment is like someone saying they're eating pizza,
| and responding "you're only eating a few slices"
| themitigating wrote:
| I think you mean the benefit of technological advances
| from a mars trip.
|
| A mars trip itself is only for those going. Most people
| don't get a part of it unlike pizza which can be divided
| mwint wrote:
| So, how would you define "taking humanity to Mars"?
| Surely you don't have to take _all_ the humans to Mars.
|
| We'd all agree that Europeans (non-exclusively) colonized
| the Americas, but not all Europeans went and not all had
| the opportunity.
| themitigating wrote:
| You compared a tangible item being divided amoung people
| to an achievement for humanity as a species. They are two
| different things.
|
| That's my issue
| mwint wrote:
| The Americas were divided among people (original
| inhabitants, and later colonies), and many countries &
| people weren't recipients. But I'd still say that
| humanity has reached America.
| frollo wrote:
| > It's a shame that this guy is the figure that will take
| humanity to Mars
|
| That's just more BS from him. He'll just keep kicking the
| can, resuming the project with some spectacular stunt
| every time he needs it. Everything Musk does or says is
| just a performance to manipulate the markets.
| ceejayoz wrote:
| I think the Mars stuff is the least likely to be BS.
| There's been ongoing, real advancement towards the goal
| for over a decade now, advancement serious enough that
| NASA's picked them to land their astronauts on the Moon
| with their Mars rocket.
|
| A permanent _colony_ seems like the sort of thing he 'd
| get bored with, though.
| pclmulqdq wrote:
| Someone's going to get people on Mars, but it's not going
| to be Elon Musk.
| FeepingCreature wrote:
| Nobody else is making a serious try.
| frollo wrote:
| Establishing a colony on another planet is going to
| require a monstrous amount of money, time and resources.
| I doubt a single country could manage it (look at what it
| takes to run the ISS, and that's a joke comparse to
| Mars), but there are zero chances a single man, no matter
| how rich, is going to do more than a dent in that
| enormous task.
|
| Solving the technology problem is just the tip of the
| iceberg.
| WalterBright wrote:
| You can't really compare what the government spends to
| accomplish something with what a private company would
| need to spend.
| ceejayoz wrote:
| > there are zero chances a single man, no matter how
| rich, is going to do more than a dent in that enormous
| task... Solving the technology problem is just the tip of
| the iceberg.
|
| Agreed, but enabling folks to get there makes it
| possible.
|
| Musk doesn't have to build the colony to have made it
| possible, and it seems to be the thing his attention is
| _genuinely_ invested in.
| chx wrote:
| > Agreed, but enabling folks to get there makes it
| possible.
|
| It doesn't. Getting a _few_ people to Mars alive does not
| a colony make. And even that sentence is misleading
| because while getting to Mars _orbit_ is certainly
| challenging but that 's something I can see humanity
| capable of overcoming with current technology. Although
| we never kept humans in space for 2-3 years before which
| is just the travel there so we don't really have any idea
| what will happen to them but let's pretend.
|
| Landing very fragile humans on Mars, however, is a much,
| much formidable challenge. The heaviest object we have
| managed to soft land on Mars, so far, is the 1025kg
| Perseverance rover. The Apollo Lunar Module carried two
| people and was 4280kg dry weight. Of course, you don't
| need to ascend -- getting those people back to Earth is
| not even considered by anyone sane -- but still, it shows
| there's a problem here. And that was two people. And you
| need _everything_ for them to live on the surface,
| including air and water and that 's even more weight that
| you can't just slam those into surface at the ~20 000
| km/h the spacecraft will approach either.
|
| It would be just about infinitely better if he tried to
| show off with climate change combat projects. If you want
| to show off, a vast forest would be much better, much
| easier to achieve and so much cheaper. He could build
| storage for renewable energy, these are also sufficiently
| massive to be good for showing off. And so forth. There
| are easy but significant things one such as him could do.
| For a more formidable challenge, elevate the Brazilian
| people so they don't need to burn the Amazon.
|
| We already have a terraformed planet but the climate is
| changing in a way which is incompatible with the way
| humanity currently exists. It would be prudent to change
| both -- while the change is inevitable it could be slowed
| and humanity could change too. Once we bought time, we
| can wait until material and other sciences make space
| elevators possible and then we can send robots to Mars to
| build a space elevator too and then we can begin to think
| about colonizing Mars.
| ceejayoz wrote:
| If Starship can get reusable, zero-disposable flight
| working, and on-orbit refueling, all of those issues
| become quite surmountable. Mass to Mars (or the Moon)
| ceases to be "what's the most we can fling in a single
| launch", and the flight can be shorter if you can depart
| Earth orbit with a lot more fuel. I can't find numbers
| for the current iteration, but they were batting around
| 90-110 day transits with the older ITS proposal.
|
| You start talking about being able to build propellant
| depots in Earth orbit, build Aldrin cyclers, send large
| amounts of supplies (or even a whole station on the slow,
| efficient route) in advance to Mars, etc.
| chx wrote:
| Did you miss the problem with the landing alone?
| ceejayoz wrote:
| There's no problem with landing. The weight limitations
| you mention are entirely a factor if the current "it has
| to all fit in one rocket launch" limitation.
| OrvalWintermute wrote:
| Mars landing of objects is now a TRL9 problem that has
| been solved already, and the science has moved forward
| greatly [1]
|
| Recent rover landings happened at what, < 1 M/S ? which
| is well within the capacity of the human body.
|
| Considering that Mars atmosphere is substantially
| thinner, and gravity there much weaker, landing there
| would be different from Earth anyways.
|
| We are not currently employing any of the more cost
| efficient methods of getting things to orbit in the first
| place, for large scale missions of epic size, nor are we
| currently employing the most efficient propulsion types.
|
| The way I see it, the biggest problem is not one actually
| being discussed which are the longterm effects on the
| human body of living on a planet without a protective
| atmosphere, and protective magnetic field [2]. If getting
| mass to space becomes less of a financial constraint due
| to more efficient launch mechanisms, then, shielding
| would much less of an issue because mass in space would
| be cheaper [3]
|
| I think that much of these problems come down to the huge
| capital cost, and unsolved problems around low cost
| launches; the novel technologies that need to be
| developed & turned into a new space launch system, and
| no, i am not talking about traditional rockets.
|
| [1]
| https://engineering.stanford.edu/magazine/article/safe-
| landi...
|
| [2] https://www.nuclear-power.com/nuclear-
| engineering/radiation-...
|
| [3] https://www.nasa.gov/feature/goddard/2019/how-nasa-
| protects-...
| unity1001 wrote:
| Our current technology is capable of doing everything you
| listed and more. The problem is their cost. There is no
| point to doing it while the cost is this great and there
| is absolutely no monetary return from doing it. And
| Musk's effort has been for reducing that cost so that he
| could do it with the capital he has.
|
| If need be, large countries that have the technology like
| China, Russia, US could do it. But it would still require
| gigantic amounts of capital allocation and effort at this
| stage. So no one will do it. The biggest thing that is
| happening right now is China and Russia signing an
| agreement to build a base on the moon. (yes)
| chx wrote:
| Did you miss the problem with the landing alone?
| bckr wrote:
| Except that Mars is a terrible location for a settlement
| in the next 100 years.
|
| Bezos has the right idea, leaning into O'Neil cylinders.
| kamaal wrote:
| The hard part is getting significant amounts of material
| into space. Once you do that you can do anything there.
| Go to Mars, build O'Neil cylinders or even make your own
| asteroid mining factories up there.
| bckr wrote:
| I recommend checking out O'Neill's book The High Frontier
| where he lays out a plan for how to do this.
|
| Keyword: regolith
|
| Mars is at least 10x harder. The path to space settlement
| is in our own backyard.
| mkr-hn wrote:
| The only catch is you have to build five of them.
| ceejayoz wrote:
| Bezos needs to learn to crawl before he runs a marathon.
| iab wrote:
| Books -> 1-click shopping -> AWS --> Dyson Sphere
| bckr wrote:
| You missed the most important step:
|
| "???"
| zem wrote:
| wait till he discovers Mars is full of bots!
| cozzyd wrote:
| 100% of active users on Mars are bots!
| toomuchtodo wrote:
| Notice of termination of Mars colonization efforts.
| wbeebe wrote:
| vitaflo wrote:
| The board already willfully agreed to sell him the
| company and the deal is even better now than at the time
| they made it. Why would they also want to drop the deal?
|
| The notion that the board is all of a sudden worried
| about what Musk might do with Twitter is about as silly
| as Musk thinking he can weasel his way out of a binding
| contract he already signed.
| runarberg wrote:
| Never underestimate the incompetence of the average human.
| Doubly so if they are rich and powerful. In fact if a
| master plan has several fatal flaws on closer inspection,
| then that's just evidence that the perpetrator just didn't
| think it all through before executing.
|
| If you watch an amateur chess game you'll find that most
| players actually have some master plan, but don't have the
| skills to see the flaws, or even if the plan is perfect,
| they don't have the skills to play it through either.
|
| My sniff test for any conspiracy theory actually involves
| incompetence. The more competent the plan and execution
| need to be, the less likely it is to be a conspiracy.
| abc_lisper wrote:
| > The more competent the plan and execution need to be,
| the less likely it is to be a conspiracy.
|
| That's a great point. Thank you :)
| aetherson wrote:
| What is a theory you have dismissed because it seems too
| competent?
| notahacker wrote:
| It's a pretty universal reason to dismiss or at least
| cast serious doubt on conspiracy theories. A close cousin
| of Ockham's Razor and Hanlon's Law
|
| The amount of competence required to prepare a controlled
| demolition of a 110 storey trade center which is occupied
| 24/7 and full of cameras _without anyone noticing and
| associating this prep work with the much publicised plane
| crashes that happened afterwards_ would be staggering,
| even before considering the insanity of such a scheme.
|
| At the risk of opening a can of worms, the best evidence
| against the considerably more plausible "lab-leak" COVID
| theory is that manufacturing an alternative chain of
| evidence that convinces most unconnected foreign experts
| of an alternative theory (which still points at Wuhan and
| Chinese market regulations) when they have plenty of
| reason to find fault with it requires a _lot_ of
| competence, as well as totally the opposite approach to
| China 's usual way of suppressing stories.
| espadrine wrote:
| For me, flat Earth. The sheer skill necessary to bribe or
| convince so many governments to gaslight their
| population, the incredible optics and geodesics work
| necessary to fake a curved horizon in a plane window and
| have consistent flight durations, and the maintenance of
| shadow power across millenia, paints the picture of a
| group of people way beyond what human competence can
| achieve.
|
| Of course, there are simpler examples, like John Titor,
| or Pierre de Fermat's last theorem proof that he would
| have done all in his head.
| nerdponx wrote:
| Not GP, but chemtrails and flat earth are obvious ones.
| runarberg wrote:
| The fake moon landing conspiracy is a good example. Then
| number of people involved would be pretty big, and the
| science is complicated. The logistics behind such a big
| secret operation requires such skill that it is hard to
| believe anyone would be able to pull it off. If the moon
| landing was truly fake surely they would have messed up
| somewhere.
|
| On the other hand many things went wrong in the actual
| moon landing. There were liftoffs that failed,
| experiments that went nowhere, targets that were missed,
| and even people that died. The actual moon landing was a
| hard task they succeeded at while making a ton of
| mistakes in the process, just like humans do in the real
| world when we are at our best.
| aetherson wrote:
| Okay, I agree that the fake moon landing conspiracy would
| have involved an excessive amount of competence to
| believe.
|
| That seems pretty different from, "If your entire plan is
| to back out of a contract, add a clause to the contract
| that lets you back out of it."
| runarberg wrote:
| Indeed it is different. My point was simply that
| incompetence is _not_ evidence against conspiracy. My
| sniff test was simply emphasizing this point. Further, a
| sniff test is--by definition--not supposed to be your
| only marker in evaluating a theory, it is merely supposed
| to be a marker determining if evaluating further evidence
| is even worth your time.
|
| The conspiracy theory that Musk is using this twitter
| scheme to manipulate the markets in his favor does not
| fail any sniff tests that I'm aware of.
| rsynnott wrote:
| The "massive rocket" is also an issue:
| https://www.youtube.com/watch?v=sE-tpiAiiHo
| avalys wrote:
| I don't see how you can simultaneously believe that this
| is some 4D chess move from Musk to allow him to cleverly
| liquidate his Tesla holdings without tanking the stock -
| and also believe he is too incompetent to make sure he
| could actually back out of the Twitter deal which he
| never intended to complete in the first place.
|
| The fact that his supposed plan here has some flaws is
| not _further_ evidence that it was planned from the
| beginning, that's absurd.
|
| It seems much more likely that buying Twitter was just an
| impulsive decision for him that he is now regretting and
| looking for a way out of.
|
| I agree with you that many supposed conspiracies require
| too much competence in order to pull off, and can usually
| be dismissed as impossible to achieve in practice. But it
| doesn't follow that, as a consequence, any action that
| would be incompetent as part of a conspiracy should be
| considered evidence that a conspiracy exists.
| runarberg wrote:
| I don't know if you've ever played chess against a more
| skilled player. But when I play, I usually think I have a
| sure way of taking my opponents rook for a knight, only
| to realize too late that I'm stuck in a trap.
|
| You only need to be competent enough to realize how
| markets can be manipulated to initiate a conspiracy,
| however successfully executing one requires a whole new
| master level of skill set. Off course the people with
| such skill set exist (as evidenced by the numerous market
| manipulation schemes successfully executed in today's
| business world) and if Musk was smart he would hire such
| an expert to scheme it for him.
|
| What we might be witnessing here is a business person
| that is smart enough to realize that market can be
| manipulated, and see a position to where they can execute
| such a manipulation, but not competent enough to execute
| a non-trivial plan without flaws. And worse not smart
| enough to hire a person with the correct skill set to do
| it for him.
| Mvandenbergh wrote:
| AKA the Lou Pai option, which is an extremely funny (and
| almost certainly untrue) theory that Pai deliberately got
| caught by his wife with a stripper so that he would be
| "forced" to liquidate his Enron stock which he allegedly
| already knew would soon be worthless without having to
| explain the timing of that to a court later.
| mikkergp wrote:
| Couldn't he have sold Tesla as part of an offer that still
| had due diligence and was in negotiations rather than waiving
| due diligence and committing to a deal?
| throwntoday wrote:
| While I would agree his offer was absurdly overvaluing twitter,
| and reason enough to back out after sobering up, if what is
| being stated in the letter is true, twitter has likely been
| committing serious fraud.
|
| It has continually been one of the most underperforming
| platforms of it's size. Head of Data Science resigning doesn't
| bode well during a deal hinging on the accuracy of the data.
| freemint wrote:
| > I don't think any Harvard Business School course will teach
| "the Musk Principles".
|
| Well history is not yet written. They could be taught as
| negative examples
| pid-1 wrote:
| He made risky bets his entire life and was mostly lucky up to
| this point.
|
| Most folks who subscribe to the "Musk Principles" aren't nearly
| as lucky and go bust much earlier.
| 01100011 wrote:
| Musk has always had problems(especially with telling the
| truth), but things seemed to really go downhill after he
| started doing drugs with Grimes.
| nixass wrote:
| >But it's unclear to me what he initially thought he was
| getting out of this
|
| Answer: some sort of stock manipulation whether it be Tesla's
| or Twitter's
| oneoff786 wrote:
| The market crash makes it impossible to evaluate. It was a
| stupid price.
| [deleted]
| zer0-c00l wrote:
| What he was getting out of it was that he was/is addicted to
| Twitter, and has an outsized view of its overall importance and
| value.
| whynotkeithberg wrote:
| 'eccentric in his approach'
|
| by that you mean straight up lying, attempting fraud etc...
| jessaustin wrote:
| _Either he was breathlessly arrogant or astonishingly careless
| in the first instance._
|
| Perhaps he didn't expect the Nasdaq composite to drop 2000 over
| the next several months? That could have been careless,
| depending on the sort of agreement he signed. I guess he can
| afford a $1B penalty, but good luck finding another buyer after
| that. It's not as though Twitter are overflowing with ideas for
| profit...
| mlyle wrote:
| > I guess he can afford a $1B penalty,
|
| The $1B is if there's some outside reason why the deal cannot
| get done, e.g. because of regulatory concerns.
|
| It's not a "pay a $1B break-up fee at your discretion to get
| out of the deal" clause.
|
| > Accordingly, the parties hereto acknowledge and agree that
| the parties hereto shall be entitled to an injunction,
| specific performance and other equitable relief to prevent
| breaches of this Agreement and to enforce specifically the
| terms and provisions hereof, in addition to any other remedy
| to which they are entitled at law or in equity. Each of the
| parties hereto agrees that it will not oppose the granting of
| an injunction, specific performance and other equitable
| relief on the basis that any other party has an adequate
| remedy at law or that any award of specific performance is
| not an appropriate remedy for any reason at law or in equity.
|
| ...
|
| > (b) Notwithstanding anything herein to the contrary,
| including the availability of the Parent Termination Fee or
| other monetary damages, remedy or award, it is hereby
| acknowledged and agreed that the Company shall be entitled to
| specific performance or other equitable remedy to enforce
| Parent and Acquisition Sub's obligations to cause the Equity
| Investor to fund the Equity Financing, or to enforce the
| Equity Investor's obligation to fund the Equity Financing
| directly, and to consummate the Closing ....
| jessaustin wrote:
| It's all Greek to me. It seems we're always warned that the
| Law can't be reduced to a simple formula. Scott Galloway
| seemed to indicate in his gleeful "Elon pulls out"
| emergency podcast episode that one valid reason to go to
| the $1B penalty could have been that Musk couldn't get the
| right financing together. Would it be so hard for him to
| get some I-banker on the stand to tell that tale? Why would
| any of the big banks care about the feelings of Twitter
| execs?
| slantedview wrote:
| > it's unclear to me what he initially thought he was getting
| out of this
|
| You have to look at it from the angle of Musk being a troll and
| a right wing figure. He wanted to impress his right wing
| followers by making Twitter a more free and open place for all
| kinds of speech (even hate, violence, etc). Maybe he realized
| this was a bad idea and managing Twitter is more a job for a
| grown up than a troll, so he looked for a way out.
| anony23 wrote:
| Possibly it's because the marketnshit the bed and he felt like
| he would be overpaying under current conditions.
| hourago wrote:
| > He's clearly eccentric in his approach to decision making
|
| Being called Eccentric is the luxury of the rich. If he was
| poor one will say "irresponsible" or even "crazy".
| ithinkso wrote:
| It is irresponsible to do something eccentric if you cannot
| afford it
| kennywinker wrote:
| It's irresponsible to do something eccentric when poor
| people bear the brunt of the consequences because you can
| afford to lose a billion here and there while people pay
| for that with their jobs, homes, lives.
| towaway15463 wrote:
| Are you saying that poor people would lose their
| livelihoods due to Tesla and Twitter stock price changes?
| You might need to reevaluate your definition of poor if
| so.
| kennywinker wrote:
| Well, are the recent layoffs at both companies completely
| unrelated to that? How far do the rippling effects of
| billions "lost" from the rich person economy go? I'm 100%
| some people who were just scraping by have been hurt by
| this. If only because there are 10 less good tippers /
| day at the coffee shop down the street from the twitter
| offices.
| salawat wrote:
| Considering the contagion that can occur whever far
| ranging stock is discovered to be over inflated in price,
| I think it's arrogant to look at these types of things
| and discount what downstream effects could occur.
| ithinkso wrote:
| As opposed to keeping it inflated indefinitely so that it
| will never burst
| MBCook wrote:
| The fact that an eventuality is likely to occur does not
| make you righteous for choosing to cause it at a time
| that's convenient for you.
| thrown_22 wrote:
| A job is a way to make money.
|
| It is not the responsibility of a corporation to keep you
| fed or alive.
|
| If you don't like how a job treats you find another one.
|
| This pseudo familial relationship with jobs that
| Americans seem to have is one of the oddest mental
| illnesses I've seen.
| kennywinker wrote:
| And the mental illness of worshiping billionaires seems
| to have spread worldwide. Why else would you leap to
| defend elon musk's erratic behavior, and carry water for
| the damage he leaves in his wake?
| thrown_22 wrote:
| Musk is a retard, but he's still less retarded than
| anyone who expects firms and the market to take care of
| them.
| hourago wrote:
| Governments create rules that force corporations to take
| care of employees. Maybe not so much in the USA. But that
| can be improved thru higher taxation and better
| employment regulations.
| kennywinker wrote:
| There's a difference between saying "wow that guy is an
| irresponsible asshole for intentionally or
| unintentionally fucking up my job" and expecting the
| market or your job to take care of you.
|
| I know some drivers will run red lights and stop signs,
| so I walk and bike accordingly. I'm still in the right to
| get mad when a driver narrowly misses me because he's a
| self involved clown.
| thrown_22 wrote:
| >There's a difference between saying "wow that guy is an
| irresponsible asshole for intentionally or
| unintentionally fucking up my job" and expecting the
| market or your job to take care of you.
|
| There isn't. Have a nice day.
| kennywinker wrote:
| If company owners want credit for creating jobs, that
| comes with the reciprocal responsibility of it being your
| fault if those jobs go away.
| thrown_22 wrote:
| Jobs are a cost center. Companies don't create them on
| purpose anymore than having a higher electricity bill.
|
| I have no idea why you would think that is an argument
| for anything.
| kennywinker wrote:
| https://mobile.twitter.com/elonmusk/status/10167318121592
| 545...
|
| Because they ask for that credit, and their defenders
| give them that credit when you criticize them.
| toofy wrote:
| we spend over half our waking hours for often over half
| of our lives spent working -- you think it's a mental
| illness for a person to consider how all of these hours
| and expended energy impact their life?
|
| honestly, you think this is a mental illness?
|
| and i think there are many reasonable arguments that huge
| chunks of the world care far more about their jobs impact
| on their lives than we (u.s. americans) do.
|
| a mental illness? the way you say everything in your
| comment, as if that belief is somehow a universal truth
| is wild.
| thrown_22 wrote:
| You've wildly misread what I wrote. Please read the post
| again.
| cratermoon wrote:
| To quote the great Crash Davis, speaking to minor league
| pitching phenom Ebby Calvin 'Nuke' LaLoosh, "Your shower
| shoes have fungus on them. You'll never make it to the bigs
| with fungus on your shower shoes. Think classy, you'll be
| classy. If you win 20 in the show, you can let the fungus
| grow back and the press'll think you're colorful. Until you
| win 20 in the show, however, it means you are a slob."
| TheDudeMan wrote:
| "Twitter has tremendous potential"
|
| He may have been honest and correct about that, but later
| realized that he simply does not have the time to be CEO of yet
| another large company.
| la64710 wrote:
| Musk is a brown bag of shit.
|
| He sent his selfie in a tweet response to Parag's tweet
| explanation.
|
| https://www.forbes.com/sites/abrambrown/2022/05/16/twitter-b...
| redeeman wrote:
| so... its just 100% unthinkable Musk is right?
|
| edit: dont know why this had to be flagged. I guess some
| people really take personal offense in that elon musk might
| be correct in his thoughts about twitter daily bot %
| IncRnd wrote:
| Actually, these sorts of things are expected in merger
| agreements, baked into almost all of them. It isn't unusual,
| when the seller doesn't provide the required data for the
| purchaser's due diligence that the agreement will terminate.
|
| Who in their right mind would spend billions of dollars without
| being allowed to "look at the books" regarding the spam account
| ratio?
| BigBubbleButt wrote:
| Elon Musk explicitly waived his right to due diligence.
| You're right about these things being expected, but Elon
| can't be hampered by such standard conventions.
| duxup wrote:
| > But it's unclear to me what he initially thought he was
| getting out of this.
|
| The more it goes on it feels like "I don't like how twitter
| works, I'll show them! <insert some less developed ideas of
| free speech on the internet>"
|
| Later:
|
| "Oh noes if I do what I want here the result might be bad..."
|
| It just feels like a YOLO business deal that wasn't thought out
| the more this goes on.
| redeeman wrote:
| isnt it also possible he (some might say rather impulsively)
| decided to buy twitter, and then upon further investigating
| finds that his quick rationales no longer make sense if bot
| traffic indeed is way above 5%? that perhaps he feels that if
| it indeed is way above 5%, twitter is scamming?
|
| is this just 100% unthinkable?
| mlyle wrote:
| Good luck with that. He tweeted, early on: "If our Twitter
| bid succeeds, we will defeat the spam bots or die trying!"
|
| Then, when you conclude a definitive agreement without any
| provision for an "out" based on an issue that you've
| already acknowledged knowing about (and hoping to fix post-
| acq)-- you're kinda stuck with it.
|
| I think the big issue is that with the movement in
| equities, it requires him to overpay for Twitter with Tesla
| stock that is much less valuable. Financing the deal got
| much harder for him.
| duxup wrote:
| Wouldn't he have made that part of the deal if that was a
| concern?
|
| Fake followers and accounts and twitter's battle with them
| is well known. Are we thinking he had no clue until after
| he signed on the dotted line?
| redeeman wrote:
| but it is part of the deal, given that twitter says "bot
| % is <=5", now he may believe that not to be the case. I
| think its concievable he may have acted before he fully
| considered whether that number indeed is true
| duxup wrote:
| Would he need to show it isn't true?
|
| And prove that's enough of a reason to end the deal?
| redeeman wrote:
| one would think so, so it will be interesting to see how
| he argues that, but the contract does include more
| things, including twitter having to provide anything
| required to obtain funding, which one would probably
| strongly be able to argue covers data to independently
| verify this
| toiletfuneral wrote:
| tempsy wrote:
| This assumes he was serious about it at some point, instead of
| just cover to sell more Tesla shares and free marketing for
| himself.
| labster wrote:
| Gosh, I hope he was serious at the point he signed a contract
| with a $1B penalty, or else he's the world's worst
| businessman.
| shakow wrote:
| > or else he's the world's worst businessman.
|
| According to this hypothesis, he would still walk out with
| 7.5B in hard cash instead of 8.5B in Tesla share. I'm not
| in his boots, but I see how it can be seen as worth it.
| ImPostingOnHN wrote:
| assuming he can come up with a convincing case that
| twitter made material lies, otherwise he walks out owning
| twitter for the cost specified in the contract
| atlasunshrugged wrote:
| Unless he thought he could be a big enough pain in the ass
| that Twitter folks would rather walk away from the deal and
| let him skate with a few million penalty while he
| liquidates Tesla stock with little repercussion to the
| share price (unfortunately for him, the market tanked in
| the interim and now his deal is an absolutely amazing one
| for Twitter shareholders so no way they let him walk away,
| $1B penalty isn't even an option as this was about outside
| interference)
| jiggawatts wrote:
| If you want to move $40B, this is just a two percent
| transaction fee to avoid losing $200B by spooking the
| public investors.
|
| That's smart.
| Hamuko wrote:
| I was under the assumption that he was not financing that
| $40B with just Tesla stock?
| chx wrote:
| He was funding it with loans leveraged against his stock
| if I understand this correctly.
| shuckles wrote:
| If that was his intent, it's fraud and has (in theory)
| criminal penalties.
| edgyquant wrote:
| How exactly would that be fraud?
| shuckles wrote:
| The poster was positing that Elon lied about his intent
| to buy Twitter in order to manipulate Tesla investors,
| which is securities fraud. A public company executive is
| required to be transparent and honest about actions they
| take which might impact the company's stock price,
| especially if they're on the other side of a trade.
| Basically everyone who bought his $40b in stock or
| accepted it as pledged collateral could claim damages.
| Hamuko wrote:
| Judging by his dealings with the SEC, I don't feel like
| he respects the law all that much.
| jacquesm wrote:
| I don't think the SEC cares very much what Elon respects
| or not, if they can nail him they will.
| ShamelessC wrote:
| He's been skirting regulators and manipulating
| shareholders for a while now. If they "can nail him they
| will" was true they would have acted by now.
| camjohnson26 wrote:
| I think they've clearly shown that's not true ever since
| they tried to take him back to court for clearly not
| having his tweets pre approved, despite the settlement
| over the "funding secured" tweet.
|
| The man literally tweeted "Tesla stock is too high right
| now, imo" and nothing happened.
| jacquesm wrote:
| I see some difference between tweeting stuff and signing
| binding agreements for purchase and using stock as
| collateral at a particular valuation.
| lovich wrote:
| The tweeting came after signing binding agreements. You
| may disagree that the tweets or buying a business are the
| same level of seriousness, but the binding part of
| binding agreement is the rule of law part of society that
| makes all businesses work.
|
| Musk not being reigned in by the SEC, when looked at in a
| vacuum is probably not the end of the world or the US
| economy, but it's not in a vacuum. Everyone watching
| right now realizes that you can publicly enter into
| fraudulent business deals that you leave at convenience
| and there is nothing you can do about it unless you have
| have better lawyers. That is gonna be super degrading
| towards the ease of doing business
| jazzyjackson wrote:
| the man has plot armor, he can do what he likes knowing
| that the Department of Defense is counting on him and his
| launch platform for the next generation of space warfare
| [0] - any efforts to reel him in will be met with a phone
| call like Alexander Acosta, "above your pay grade",
| "leave it alone"
|
| [0] you didn't think Starlink's purpose is to let
| fisherman watch YouTube did you?
|
| </tinfoil>
| jacquesm wrote:
| No reason why Elon has to own it for that to be so, in
| fact there is probably a long line of parties who could
| not wait to be take it off his hands.
| jquery wrote:
| I read something that the Sec wants to nail him, but it's
| also afraid of losing a Supreme court case (a la the epa)
| that would totally gut its regulatory power. The entire
| idea of the Sec relies on the idea of the administrative
| state being constitutional, if they push too hard, our
| unfriendly reactionary supreme court might snap them,
| saying congress didn't explicitly say they could nail
| Musk for x, y, and z, even if all the other pillars of
| intent are proved.
| rndgermandude wrote:
| The "if they can nail him" seems like a big if to me.
|
| If it is a scheme and he had no intention of ever
| actually buying twitter, the government would still have
| to prove beyond a reasonable doubt that he did it for
| this fraudulent reason. Or at least collect enough
| evidence to make him accept a plea deal for fear he could
| lose in court.
|
| It would seem to me that him backing out now has a bunch
| of other very plausible explanations beyond "it was fraud
| all along", including the one this document states, that
| twitter breached their agreement by not providing the
| data he wanted to assess the prevalence of fake account
| himself. Or even that buying some "media company" is just
| what billionaires do[1], but him being "eccentric" he
| went in too hard and fast and is now backing out that he
| has seen the backslash and/or has done some actual due
| diligence, which would make him stupid and/or
| irresponsible but not criminal. All that to me seems like
| good ways for lawyers to claim there is "reasonable
| doubt" should he ever get charged with fraud, unless the
| government would happen to find some "smoking gun" piece
| of evidence.
|
| And of course it assumes there is actually political will
| to nail him.
|
| [1] https://www.investopedia.com/billionaires-who-bought-
| publish...
| __derek__ wrote:
| He's publicly committed securities fraud several times.
| The SEC has demonstrated repeatedly that it cannot nail
| him.
| micromacrofoot wrote:
| that's smaller than a Venmo transaction fee (3%)
| jacquesm wrote:
| Not necessarily. That all depends on what he gained in
| return. Unless of course he ends up going to jail for
| fraud. It took a lot less for Martha Stewart.
| ClumsyPilot wrote:
| I would like the consequences of his actions to catch up with
| him.
|
| A Joe Boggs acting in this fgashion would have been taken to
| the cleaners long ago.
| [deleted]
| scotty79 wrote:
| > Either he was breathlessly arrogant
|
| Isn't that like more than half of his MO?
| Natsu wrote:
| Well, Twitter (and stocks in general) sorta crashed right after
| the offer, too, so there's a real question whether that prior
| valuation makes any sense any longer.
| zouhair wrote:
| Well his principles are mostly scamming tactics, because he is
| mostly a scammer.
| thethought wrote:
| What my school teacher used to say about
|
| - cold feet - impetous - eccentric - breathlessly arrogant -
| astonishingly careless
|
| pupils
| taurath wrote:
| He is a man who owns and can raise massive amounts of money and
| promise smart people the ability to build something they want
| to build. That he gets so much credit for his ventures is a
| very strange thing to me given how many he has vs how few hours
| in the day he must have to actually pay any attention to them.
| burrows wrote:
| So you think he would be more deserving of credit if he only
| did SpaceX? instead of SpaceX, Tesla, NeuraLink, etc?
| hartator wrote:
| And Paypal.
| WalterBright wrote:
| If he isn't deserving of credit, why has nobody else managed
| to do it?
| AngryData wrote:
| Most other people don't have access to nearly the same
| levels of capital that would allow them to fail at multiple
| millions, now billions, of dollars investments. And of the
| few that do have that money they are generally fairly risk
| adverse to losing so much when they can get near guaranteed
| returns rather than making huge gambling risks. Especially
| when doubling your millions of dollars would mean basically
| nothing in terms of quality of life improvements.
| WalterBright wrote:
| I.e. Musk did it and they didn't. Musk gets the credit.
| parentheses wrote:
| He relies heavily on his average decision-making ability being
| way above average. By being this volatile he basically captures
| surprisingly many good risky decisions. At the same time he
| ends up with things like this.
| drivingmenuts wrote:
| Market manipulation disguised as free speech advocacy. Pure and
| simple.
| __john wrote:
| I think there is a 1A aspect to his involvement with Twitter.
| redact207 wrote:
| My guess is he's hit that obscene level of wealth and realizes
| he is now beyond the controls of the system, and can therefore
| game it to his advantage.
|
| When you can afford the best legal team money can buy and
| payoff the rest of the gatekeepers, then the game is simply to
| transfer wealth into your own pocket in bigger chunks.
| godelski wrote:
| Honestly, so what if he's out $60 bn. I don't think this
| would affect his lifestyle in any way whatsoever. But it
| would affect his high score. I'm guessing at one point he
| realized the former but later realized the latter and cared
| more about that. Though he's still got a 88bn lead on second
| place so I'm not sure why he cares.
| atlasunshrugged wrote:
| No matter what it won't be him fronting all the money, he
| had institutional investors that were ponying up a huge
| amount of the dough alongside him.
| notahacker wrote:
| Not sure it's going to affect his probably-not- _that_
| -lavish lifestyle that much. But since those billions are
| in stock it likely it will affect his level of control of
| companies, his ability to attract future investments and
| his future decisions. Which people paying attention to tech
| companies probably care about more than what flavour caviar
| he eats and what schools his kids go to anyway.
| cormacrelf wrote:
| You can't bribe the judges in Delaware. They can force him to
| go through with the deal at the agreed price, now at a
| significant premium on market value, and it's reasonably
| likely they will. This was not a genius move.
| tzs wrote:
| It should be noted that this is largely because Musk agreed
| to it.
|
| The normal remedy for breach of contract is for the
| breaching party to have to pay the other party monetary
| damages sufficient to put the other party in the monetary
| position they would have been in had the contract not been
| breached. Court generally will only order someone to
| actually go through with the contract (which is called
| specific performance) if monetary damages won't work for
| some reason.
|
| For example if we have a contract for me to sell you a
| million microcontrollers at $1 each, which you are going to
| use to make a million units of some gadget that you are
| going to sell for a profit of $0.10 each, and I find
| someone who will give me $2 each for the microcontrollers
| and so let you know I'm going to breach the contract and
| sell my microcontrollers to them, a court is very unlikely
| to order me to honor the contract. They will order me to
| pay you $100k, the profit you were anticipating making from
| our deal (and probably attorney fees, and other costs you'd
| incur dealing with the breach).
|
| But, according to this blog [1] at Findlaw:
|
| > If Musk tries to abandon the deal, Twitter could sue him
| and ask for specific performance. This remedy is usually
| hard to get, but Musk agreed to a powerful specific
| performance clause in the merger agreement. In fact, he
| didn't just agree that Twitter could get specific
| performance. He promised that he wouldn't argue it couldn't
| (forgive the double-negative).
|
| I'm unable to think of any good reason one would agree to
| that.
|
| [1] https://www.findlaw.com/legalblogs/courtside/is-elon-
| musk-go...
| elliekelly wrote:
| I think it's far more likely he'd be on the hook for
| damages. It would be unusual for a judge to force a sale to
| a now unwilling buyer. Everyone--Twitter, Twitter
| shareholders, Musk--would be worse off with that result.
| ImPostingOnHN wrote:
| twitter share price is currently lower than what he bid,
| so twitter shareholders would be materially better off
| quickthrowman wrote:
| Twitter shareholders would be worse off.. how? $54.20 is
| 55% higher than the current after-hours TWTR share price
| of $35
| danielmarkbruce wrote:
| They can still get cash. Lots and lots of cash.
| quickthrowman wrote:
| I suppose shareholders wouldn't mind a special dividend
| from lawsuit proceeds that captured a good portion of the
| spread between FMV and $54.20, especially if they get to
| keep their equity.
| danielmarkbruce wrote:
| Yep, and I'd guess that's the most likely outcome.
| bediger4000 wrote:
| I'm no expert, so what makes Delaware judges specially
| incorruptible?
| D13Fd wrote:
| Delaware sets the gold standard on corporate law, and has
| a special courts of law and equity (the CCLD division and
| the Court of Chancery) that are set up to handle high-
| value corporate matters.
|
| I don't think most American judges are susceptible to any
| kind of bribery (other than jurisdictions where elected
| judges may expect campaign donations from litigants), but
| Delaware has to be among the absolute least likely to
| have that issue.
| atlasunshrugged wrote:
| I mean, besides the fact that generally I don't think
| overt corruption is that much of a problem in the U.S.,
| the fact that anyone involved with this case will be
| under a massive microscope and that Delaware as the
| general standard place to do business deals with many
| large transactions so this one may not be all that
| impressive to local judges
| cormacrelf wrote:
| Their reputation and their being paid very well to handle
| a huge proportion of corporate law in America efficiently
| and fairly. They're a huge part of the reason everyone
| domiciles their companies there.
| bediger4000 wrote:
| Ok. I had understood corporations chose Delaware merely
| because of the anti-consumer bias in Delaware's laws, but
| it's good to hear otherwise.
| dwater wrote:
| That may have been part of the original reasoning, but
| now Delaware has built up the world's most reliable
| corporate legal system, and companies like a reliable
| legal system very much.
| grey-area wrote:
| Let's see what happens. I doubt very much the scenario you
| outline will come to pass. Nobody wants this deal any more
| and he can drag all their dirty laundry into it (bots, fake
| daus etc).
|
| This will just slowly fade from memory as the lawyers argue
| and at some point they'll settle.
| joshuamorton wrote:
| > Let's see what happens. I doubt very much the scenario
| you outline will come to pass. Nobody wants this deal any
| more and he can drag all their dirty laundry into it
| (bots, fake daus etc).
|
| Twitter shareholders do. If I hold $1m in TWTR today,
| this deal going through is worth around 500K to me,
| possibly more if we assume the share value now prices in
| the buyout potential and will drop otherwise.
| danielmarkbruce wrote:
| Carl Icahn or Paul Singer would love to deal with it.
| They might well settle, but it might well be for $15
| bill.
| lovich wrote:
| I think the past few years of watching the rule of law
| degrade in both the public and private world in the US
| means we shouldn't take any possibly off the table that
| relies on the system working correctly
| pclmulqdq wrote:
| He's overleveraged and most of his companies are on the brink
| of falling below the point where he gets margin called. The
| poor sap wanted to rescue a few billions of dollars that
| could actually survive a recession, but he picked the wrong
| way to do it.
| VectorLock wrote:
| >But it's unclear to me what he initially thought he was
| getting out of this.
|
| The best hypothesis I've heard is that he was trying to secure
| the raw materials that Tesla's stock price is made out of.
| bredren wrote:
| This is perhaps meant to be tongue in cheek but Twitter is
| not just influential to Musk's concerns.
|
| Twitter is influential to the concerns of Musk's competitors
| and potential regulators who might stand in his way.
|
| Regardless of its deflated value, (all assets were way puffed
| up) Twitter is still extremely valuable.
|
| Arguably, it is still positioned to be worth more than
| Facebook.
| VectorLock wrote:
| "ha ha only serious."
| nimbius wrote:
| why not both?
|
| the real reason he's filing the sec notice is the gas has run
| out of the bullshit bus. nobody believes his due diligence
| claims, the board just sent him a resounding vote of approval
| to buy, and the legal pain train of that comes with anymore of
| this childish foot dragging sideshow is pulling into the
| station.
|
| I'd be stunned if he gets to walk off with the billion dollar
| penalty. too many financial guarantees and backings have been
| made, and musks had an SEC crosshair on him for years now. they
| know exactly what patent brand of bullshit he's peddling and
| have shown themselves more than willing in the past to take
| action.
|
| musk can file all the notices he wants but i suspect hes about
| to get ready for the billionaires version of a shotgun wedding.
| CRUDite wrote:
| He has made billions using twitter spamming Tesla and doge.
| It's a playground for for the guy. And therefore cheap at
| almost any price. But of course why pay more than needed. On a
| more semi serious note: it must seem ludicrously easy for the
| guy. He has laid it all out: Mars needs: VTOL rockets since no
| infrastructure Methane due to atmospheric constraints Tunnels
| for transport see also infrastructure Starlink see also
| infrastructure Direct democracy via twitter ( imperator status
| exempt )
|
| Have as many kids as possible since it's obvious he will own
| the solar system. He ain't gonna be that democratic therefore.
| Just another dynasty but maybe the last
| CRUDite wrote:
| therefore of course he will buy it
| vkou wrote:
| > Direct democracy via twitter
|
| He doesn't run any of his firms with direct democracy, why on
| earth would he run his Martian kingdom as one?
| chernevik wrote:
| It seems like his lawyers aren't very good, and maybe neither
| his bankers.
| bink wrote:
| It's hard to be a good lawyer when your client lies to you.
| NelsonMinar wrote:
| What a blow to his already tarnished reputation. Imagine the
| conversation next time he tries to acquire a company.
| bmitc wrote:
| > he developed cold feet pretty fast after an impetuous
| decision
|
| I don't think it was impetuous. I think he did this all on
| purpose and planned on using his usual tactics of
| improvisational manipulation and grandstanding to get what he
| wanted, whether it was Twitter at a cheap price, manipulating
| the Twitter stock price to make a quick buck off of his stock
| purchase, liquidate some of his Tesla stock, seed further
| discontent on Twitter, spur on rabble around bots (despite
| knowing full well that Tesla and himself have benefited from
| Twitter bots and potentially even controlled them), drone on
| about free speech in some sort of libertarian political play,
| or whatever else. And it has all failed. Now, he's just gonna
| let his dirty lawyers figure some way out of it all and move on
| to the next scam.
| marktangotango wrote:
| I think that requires a level of competence that Musk has
| failed to display in the past. Shotwell told an interesting
| story once, in response to a question like "what's it like to
| work for Elon?" She related an occasion when she got frantic
| calls from a meeting Musk was in. In the meeting he had
| decided to cancel Falcon Heavy to meet a schedule for
| something else. Shotwell went in and reminded everyone (Elon)
| they had customers who had already paid for Falcon Heavy and
| cancelling it wasn't an option and to find another solution.
| Elon responded like "oh yeah, ok well...."
|
| Then there was BTC to purchase Tesla cars, then there was
| Doge. The point being I think these types of things indicate
| Musk, like a lot of smart people can be really, really dumb
| sometimes. Also a bit Hanlons Razor.
| bmitc wrote:
| I agree with that. I don't consider him intelligent at all.
| My suspicion is that it's just a case of him having a loose
| collection of these outcomes that he considers wins, and
| then he just kicks it off, hoping he can manipulate things
| along the way towards one of his wins. I don't think he has
| an actual plan. He's an improvisational manipulator, very
| similar to a former president.
|
| Then again, it seems the main "win" he often has in mind is
| just getting attention, so maybe his need for attention
| exceeds even what I thought.
| ivraatiems wrote:
| The best thing that could come out of this would be Twitter
| forcing Elon to make the purchase, then Elon closing the company
| down out of spite.
|
| In that case, everybody I don't like loses, which is pretty close
| to me winning, I think.
| nolok wrote:
| His buying offer includes a fair number of Co financers, he
| can't just close on them. You just have to look at what
| happened to solar city (or even the genesis of starlink as a
| feeder for SpaceX) to know that not screwing with his big
| investors is the one thing he seems to take seriously without
| letting his ego screw it all up.
| tux2bsd wrote:
| He could hide all existing tweets but have one last tweet: I
| won.
| rcMgD2BwE72F wrote:
| Facebook would be winning big time.
| ivraatiems wrote:
| Ugh, good point. They're doing a decent job of virtually
| digging their own meta grave, though.
| riffic wrote:
| Federated social networking based on W3C ActivityPub or a
| successor protocol will eclipse Twitter on a slow, but finite
| timeframe.
|
| Twitter could even build a business model around that - They can
| manage hosting and the sales of Twitter services as a SaaS on
| your own domain name like Office 365, Google Workspace.
|
| Or someone could snatch this market right now with their own
| first-mover advantage (I can see Mastodon gGmbH positioned to do
| so). I'd do it myself if I had the time and energy.
| sizzzzlerz wrote:
| One senses there are hoards of lawyers out there gleefully
| rubbing their hands together and salivating over the feasting to
| come.
| encryptluks2 wrote:
| And they know Musk is a fool.
| [deleted]
| fffox wrote:
| Most people seem to be giving him the benefit of the doubt that
| he has cold feet. Personally, I think this was sabotage, he had
| no intention of buying Twitter in the first place and this was
| just a ploy to fuck with Twitter.
| trixie_ wrote:
| Yes it's all a conspiracy and he's playing 5 dimensional chess.
| TillE wrote:
| Doesn't really add up, because he's going to be forced to go
| through with the deal anyway. I haven't heard a single lawyer
| with relevant expertise suggest otherwise.
|
| Since that's where we're going to end up, it would be much
| simpler for him to just cleanly buy Twitter, for whatever
| purpose he intends.
| fffox wrote:
| actually, at first he said he didn't care about the bots and
| was buying to FIX the bots issue:
| https://techcrunch.com/2022/04/14/elon-musk-buying-
| twitter-t...
|
| then all of a sudden he cared, after he had signed.
| naveen99 wrote:
| So is there a court that can enforce the merger agreement ?
| What's the worst Delaware can do ?
| r3trohack3r wrote:
| I have very little context here. It seems the general sentiment
| in the comments is that this attempt to get out of the merger
| agreement will fail and that Musk will be forced to follow
| through with the purchase of Twitter. At the current rate Twitter
| is trading at, Musk will be paying roughly 50% over market value
| to acquire the company.
|
| So a question: if you believe Musk will still purchase Twitter at
| an inflated price, are there any good reasons for not purchasing
| Twitter stock? In other words, Musk has offered to give you
| $54.20 per share, and you can purchase those shares for $36.81 at
| the time of this comment. If folks are confident that this trade
| will go through, isn't it a quick way (relative to 8% YoY) to
| 1.5x your investment?
| ceejayoz wrote:
| There's a chance Twitter accepts 5-10B in exchange for dropping
| their objections to the end of the merger.
| peanuty1 wrote:
| Why would they take a 5B settlement when they have legal
| grounds to force the deal through for 44B?
| CogitoCogito wrote:
| In theory accepting 44B minus the current market value as a
| settlement is equal in value to buying it 44B (though I'm
| sure many large investors might prefer the cash and cash
| out of Twitter entirely). But yeah 5B wouldn't cut it.
| Though settling for 5B or 10B or something under the true
| worth might be worth it if Twitter thinks there's a chance
| they won't win.
| ceejayoz wrote:
| Because there's always the chance you lose in court, and
| years worth of nasty litigation is distracting and unfun.
| sjs7007 wrote:
| Small correction, he'll be paying 50% over market value, not
| 150% more.
| morelisp wrote:
| He could be paying effectively 150% more, right now the
| presence of the offer is propping up the stock - we have no
| real idea how far Twitter might have fallen if left to its
| own devices.
| somenewaccount1 wrote:
| I really don't understand why you all think Elon is going to pay
| anythying.
|
| The 6.4 provision is pretty standard, and often the reason for
| deal to fall through, in that enough of the requested information
| was not provided. You really don't know what was asked, what was
| ignored, and what garbage data was sent back. You think Twitter
| is all innocent? Pfffftt. Don't be evil, oops, i mean naive.
|
| He doesn't have to prove fraud, or malice, or that it wasn't
| worth it....all he has to show is that requests were ignored,
| rebuffed even though they are reasonable, and responded to with
| bad data. That's not really a hard case to win.
| MBCook wrote:
| I don't believe his purchase was contingent on anything. I
| don't think he's allowed to back out.
|
| Also that billion dollar number was not a get out of jail free
| card. He can't just decide to pay it and walk away. It only
| works under certain circumstances.
|
| I don't believe your analysis is correct. At least it doesn't
| match what the legal experts at CNBC seem to think.
|
| https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-awa...
| somenewaccount1 wrote:
| Those monkeys at CNN are just there to turn the popcorn
| machine handle. I'll bet $100 gentlemen's wager his lability
| won't be over $100 mill.
| gsibble wrote:
| Seems to me he makes a pretty sound argument here to back out.
| hansword wrote:
| Are you a lawyer? Because 5days ago, you wrote "I am a
| developer..."
|
| If you are not, where does the "all he has to show...." part
| come from? Do you have a source?
| gamache wrote:
| kzrdude wrote:
| He's late
| BbzzbB wrote:
| We'll know in a few months if he pulled out too late.
| Invictus0 wrote:
| Pulling out doesn't help after you've already spilled the ink
| legitster wrote:
| Did they wait for Matt Levine's article to drop today before they
| submitted this?
| Smilliam wrote:
| No Money Stuff today :( Monday is going to be very juicy,
| though I'm hoping for a special Saturday edition to talk about
| how this is all so very stupid.
| chrisbolt wrote:
| No, Matt Levine is taking today off (as mentioned in
| yesterday's article).
| strangeloops85 wrote:
| This is going to Delaware Chancery court, and if his ridiculous
| claims hold it does turn upside down long-held general principles
| of mergers and acquisitions that would affect.. everyone. I don't
| think the court will side with him on this. In the past, they
| have forced mergers to go through..
| hwers wrote:
| So embarrassing if he ends up being forced to own it and
| everyone knows he tried to back out.
| metadat wrote:
| Embarrassment is the least of his problems at this point.
| x86x87 wrote:
| encryptluks2 wrote:
| And if the SEC steps in regarding his selloff of Tesla stock
| puts him in jail and he gets sued by their shareholders and
| Twitter's too.
| metadat wrote:
| How much foot dragging does the Delaware Chancery Court usually
| tolerate in these sorts of situations?
|
| Asking for a friend xD
| DelaneyM wrote:
| Very little, actually. The Delaware Chancery Court is
| arguably the US's most efficient judicial institution. They
| don't mess around.
|
| I wouldn't be surprised if it's concluded by EOY. If Elon
| wanted to drag it out he'd have waited the full 6mo review
| period before making his intent official, and Twitter clearly
| wants it done with.
|
| The only way I see this dragging out is if shareholder
| lawsuits from Elon's filing "mistakes" or SEC actions (for
| any of a dozen good reasons when Elon's involved) muddy the
| waters.
| crikeyjoe wrote:
| Too many bots. Kind of like the boy brigade here.
| partloyaldemon wrote:
| Chancery courts will compel performance of this transaction
| absent a showing of an material adverse advent. Very, very high
| bar. The buyer is a highly sophisticated investor and the grounds
| that he is alleging form the basis of the breach of contract were
| and are public information that has not materially changed nor
| been alleged to have materially changed since the signing of the
| merger agreement. Moreover, and most critically, it is not being
| alleged that spam accounts have any substantial impact on the
| earnings of Twitter. Thus, the courts will obligate Musk to buy
| the business as he agreed to in April.
| rafiki6 wrote:
| Yes, but even if they take him to court, it's highly likely
| that Musk and his legal team drag this out. It's not going to
| be a simple case. No contract law case ever is. And at that
| point, Twitter's business might keep suffering, to the point
| that their fair market value plummets, and they enter a very
| difficult financial situation. Then Musk can swoop in with a
| much lower price offer and they will accept simply due to their
| financial position and not being able or willing to continue
| the case in the courts. I think Musk will end up buying Twitter
| but at a much lower price.
| formercoder wrote:
| Yeah especially with his filing saying he's waiving BDD. That's
| a tough one to escape. He's claiming that Twitter has made a
| material misstatement on their public filings. I'm sure that
| disclosure has been heavily diligenced.
| hef19898 wrote:
| Worst case there are some wrong statements in Twitters
| fillings. Thise have to be incredibly severe to have an
| impact on Musk's obligation to purchase Twitter. A simple
| filing error or mistake is most likely not enough.
| icedchai wrote:
| You may be correct, but if you think Musk will actually buy
| Twitter at 54.20 now, I have a bridge to sell you. He can pay
| enough lawyers to hold up this transaction for _years._ "Time
| kills all deals", as they say.
| cloutchaser wrote:
| I don't think Elon is trying to get out of it, he's got 2
| goals:
|
| 1. Buy more time until stock market (i.e. Tesla shares) recover
| 2. Renegotiate the price
|
| Either one will probably mean he goes through with the deal. If
| he is under litigation for a year so be it, once the stock
| market recovers he's sacrificing a lot less of tesla to buy it.
|
| It's a big IF though. If the US recession gets really bad and
| the Fed stops interest rate hikes, the market could recover
| very quickly. But equally if Powell wants to go the Volcker
| route, Elon is fucked probably, the market won't recover for
| years.
|
| And in the meantime Elon's reputation I think is taking a
| massive hit. And I think a lot of his new political allies on
| the free speech side will be extremely disappointed. He might
| end up with no friends on either side.
|
| So he is taking a big risk here.
| hansword wrote:
| > buy more time until Tesla shares recover
|
| The problem is that Tesla is massively over-inflated and Musk
| knows it and many people believe that was actually the reason
| for the whole twitter thing (Musk converting overinflated
| Tesla shares to fair-market value Twitter shares). With Tesla
| very likely losing the 'biggest EV maker' title to Volkswagen
| by the end of the year, it here has to be some sleight-of-
| musk for TSLA to recover.
| jfk13 wrote:
| > With Tesla very likely losing the 'biggest EV maker'
| title
|
| Since you mention it...
|
| https://uk.pcmag.com/cars-auto/141332/tesla-is-no-longer-
| the...
| cynix wrote:
| Very misleading to include hybrids in "EV sales".
| hansword wrote:
| Yeah, but this is only half-true. BYD produces as much
| hybrids as full-EVs, so Tesla is still the biggest maker
| of full EVs.
|
| What I was saying: If you extrapolate year-over-year
| sales of full EVs, Volkswagen will likely sell more full
| EVs than TSLA sometime this year.
| hef19898 wrote:
| Since it was shown in the last years that legacy car
| makers are perfectlh able to transition to EVs,
| regardless of market segment, I think we are approaching
| the point of realizing that both, EVs and ICEs and
| everything in between, are just cars. Meaning that purely
| EV makers should be compared to ICE makers. What that
| means for companies like Telsa is everyones guess, at the
| very least so it would just be fair to treat Tesla as a
| car maker and not some SV style tech company.
| cloutchaser wrote:
| Except they are miles ahead in battery tech, autonomous
| driving, and supercharger rollout.
|
| I wouldn't write them off just yet, they've got a lot
| more innovation in their DNA than the old car makers
| edgyquant wrote:
| This is rubbish and proven wrong. Tesla claimed to be
| years ahead, European Regulators beg to differ
| ModernMech wrote:
| > autonomous driving
|
| No they aren't. Their sensor stack is handicapped and has
| literally murdered people. Sure they have "autonomous"
| cars in customer's hands now, but that's only because
| Musk is reckless, that doesn't mean they are ahead. GM
| bought Cruise which I would say is definitely ahead of
| Tesla in their technology and ethics.
| hef19898 wrote:
| I don't write them off, by no means, even if I was
| sceptical a couple of years ago. Tesla will remain a car
| maker for sure.
|
| Battery tech, so, is mostly Panasonic. And other are
| catching up. Esentially, there are ICE makers that _don
| 't_ have the best engines. And lately I sae mucj more,
| relative, innovation and transformation cing from the
| likes of VW than from Tesla.
| cloutchaser wrote:
| They are starting to dry roll batteries, technology which
| no one has achieved before. And many other production
| innovations. And that was over a year ago.
|
| They are most certainly miles ahead by now.
| freemint wrote:
| > Super charger rollout
|
| US only, Europe those super chargers are available for
| everyone. In some asia countries they are behind
| https://paultan.org/2022/05/13/tesla-open-to-idea-of-
| establi...
|
| > Battery tech
|
| Yes, others are catching up or are competitive,
| differences are much smaller than expected improvement
| over next 10 years.
|
| https://insideevs.com/news/528346/ev-weight-per-battery-
| capa...
|
| > autonomous driving
|
| roll out only, performance of the rolled out solution is
| not so impressive. This is also because they use fewer
| sensors.
| ericd wrote:
| Eh? VW is aiming for ~800k this year, whereas Tesla is
| going for roughly 2M? Am I misinterpreting?
| hansword wrote:
| @EricD: I took historic sales increase year-over-year and
| extrapolated from that, which led me to believe VW will
| narrowly pass TSLA by the end of the year.
|
| You seem to have better or more recent information than
| me. If so, please share the source. Thanks.
| pmorici wrote:
| Apple sells less smart phones than Samsung. Yet Apple is
| the most valuable company in the world and Samsung isn't
| even in the top ten.
|
| So while I think what your claim matters little as it
| relates to the value of the company I also think your
| assertion that this or that company will sell more EV's
| than Tesla any time soon is more likely that not wrong.
| ekianjo wrote:
| > Thus, the courts will obligate Musk to buy the business as he
| agreed to in April.
|
| That last statement does not follow everything else before.
| Courts have no power to do that.
| NoboruWataya wrote:
| Yes they do, it's called specific performance. It's not the
| usual remedy for breach of contract, but in certain cases the
| court will grant it. I believe M&A agreements are one
| category of cases where US courts are inclined to grant
| specific performance, but I'm no expert.
| jsiepkes wrote:
| Why wouldn't courts have the power to do that? If the court
| rules you have no grounds to terminate the contract then you
| will have to execute the contract as originally agreed upon.
| drexlspivey wrote:
| Can they force all the banks that agreed to loan them money
| to go through with it?
| ljlolel wrote:
| They can force his banks to sell enough Tsla shares to
| buy it
| colinmhayes wrote:
| The banks also signed contracts stating they'd loan the
| money using Tesla shares and Twitter equity as
| collateral. They can't get out of that contract just
| because musk wants them too.
| ryanbrunner wrote:
| How Musk gets the money in order to fulfill a contract
| he's entered into is immaterial unless he goes completely
| insolvent and still can't fulfill it, which will not be
| the case.
| HWR_14 wrote:
| As long as Musk has ~40 billion of Tesla stock and can
| get ~20 billion additional dollars in cash (can get, not
| just has already), yes.
| Ensorceled wrote:
| They can force Musk to sell his other assets to complete
| the deal.
| CogitoCogito wrote:
| Well the court could obligate Musk to pay damages. One
| (simplistic) possibility might be to take the value Musk
| agreed to pay minus the current value of Twitter and force
| Musk to pay that. Then in theory Twitter would have received
| same value in the end.
| cryptica wrote:
| encryptluks2 wrote:
| Not how it works... discovery is limited to the terms of the
| contract, not whatever mission they want to go on. Censorship
| isn't illegal. Anti-competitive behavior isn't even part of
| the allegations.
| cryptica wrote:
| woofyman wrote:
| //Censorship is illegal because free speech is protected
| by the first amendment
|
| Only when the Government censors. The 1st amendment
| doesn't apply to private individuals.
| hef19898 wrote:
| Not sure how often it has to be explained, but the first
| ammendment and similar provisions in other countries only
| apply to the government, they do not apply to businesses.
| edgyquant wrote:
| p1necone wrote:
| There seems to be a huge number of people who have very
| strong opinions on first amendment rights, despite having
| never actually read the constitution. It's infuriating.
|
| (see also: "well regulated militia")
| goto11 wrote:
| Is censorship via algorithms illegal? Doesn't all social
| media platforms do that?
| p1necone wrote:
| It's not. This seems to be yet another person who is very
| confused about what the first amendment says (despite it
| being only 45 words long and written in plain english).
| pdabbadabba wrote:
| You're correct, but are being unduly harsh. Reading the
| text of the First Amendment only gets you so far. For
| example, it says "Congress shall make no law...abridging
| the freedom of speech." But guess what? It also applies
| to state governments, actions of the executive, public
| schools, and all sorts of governmental things other than
| laws passed by congress. And don't even get me started on
| the universe of legal nuance packed into the other words.
| (What is "the freedom of speech"? What does it mean to
| "abridge" it?) And these are just the ten words of the
| speech clause!
|
| You're right that it (mostly![1]) doesn't apply to
| private parties, but the text doesn't tell you much about
| what the First Amendment does and does not apply to these
| days.
|
| [1] There are some fringe cases where a private company
| takes on some First Amendment obligations by fulfilling
| the traditional role of government, such managing
| seemingly public spaces.
| johng wrote:
| What if they have willfully misrepresented the amount of bots
| on the platform and lied about it to shareholders for years.
| MAUs are a big part of any social networks valuation metrics.
| ironlake wrote:
| It's a terrible contract: no due diligence, a specific
| performance clause. The only type of person who would ever
| sign a contract like that would be a dumb guy who got rich by
| accident.
| joshcryer wrote:
| Or someone whose ego is so inflated and actions are on a
| whim due to being vastly rich that he just had a wild hair
| up his ass and said he'd buy Twitter. Remember, the Twitter
| buyout bullshit was _after_ he 'd done some shenanigans
| failing to report buying Twitter shares. People complained
| (on Twitter no less) and he literally went "oh well I'll
| just buy Twitter then." Egg on face now that he's seen just
| how utterly insane his proposal was.
| sterlind wrote:
| Musk really strikes me as bipolar or something, and that
| he agreed to buy Twitter in a manic episode and now the
| party's over.
| postmeta wrote:
| Twitter even admitted to overcounting its users:
| https://techcrunch.com/2022/04/28/twitter-says-it-overcounte...
| colinmhayes wrote:
| Doesn't matter, courts won't rule that a materially adverse
| effect
| bagels wrote:
| By 1%, and they corrected it?
| yunohn wrote:
| This whole article and their filings avoid using
| percentages, specifically because it's misleading at their
| size. Absolute numbers make more sense.
|
| Regardless, "this is not the first time Twitter reported
| erroneous metrics around users" is the problem with them.
| Rexxar wrote:
| Why you think absolute number make more sense ?
| yunohn wrote:
| Well, even by percentage, 1 in 100 users at their scale
| is massive.
|
| More context: https://dataschool.com/misrepresenting-
| data/relative-vs-abso...
| [deleted]
| verbify wrote:
| The article says to use both - not a preference for using
| absolute numbers at large scales.
| yunohn wrote:
| Are you just being pedantic, or do you have a point? I've
| stated my stance.
| azemetre wrote:
| Your stance is that 1% is a large amount, people don't
| understand why you think this is a large amount other
| than 1% of large numbers happen to be large figures.
| HarHarVeryFunny wrote:
| I believe the agreement between Twitter and Musk had a $1B
| acquisition cancellation clause built into in, so if Musk can't
| successfully argue for breach of contract he'll have to pay
| this $1B break-up fee, rather than be forced to complete the
| purchase.
| softwaredoug wrote:
| That'd be a nice infusion of capital for Twitter. And maybe
| that's the best case scenario outcome that they're actually
| hoping for.
| papercrane wrote:
| The contract includes a specific performance clause, so it's
| not as simple as a $1B break up fee.
| JumpCrisscross wrote:
| A feature of modern finance is the blockbuster leveraged buyout
| signed right before the market crashes: RJR Nabisco in 1989,
| Hilton and Harrah's in 2006. Now Twitter, in 2022.
| hef19898 wrote:
| Porsche and VW in 2008 if memory serves well. Almost ruined
| Porsche. Or Schaeffler and Conti, which almost ruined
| Schaeffler, a private company at the time.
| nl wrote:
| The Porsche/VW thing was complicated by a short squeeze,
| not the financial crisis.
| hef19898 wrote:
| The short squeeze was an effect of two things (too lazy
| to look up the details now): Porsche having funding
| issues and tye complicated share structure of VW, the
| short squeeze affected the class B(?, those with limited
| voting power) of VW. Without the financial crisis,
| Porsche could have easily financed the take over.
|
| It was incredibly risky so. And the attemot was partially
| driven by a feud between the Porsche and Piech branches
| of the Porsche family tree, with the latter
| "represebting" VW. All that does is show us that high
| stakes decisions should never be taken based on
| "personal" issues.
| JshWright wrote:
| It's almost like these things happen pretty regularly, so
| it's easy to find examples that correlate...
| JumpCrisscross wrote:
| There is a documented negative effect on returns with
| private equity deal size. Record-setting leverage really
| only happens after prolonged low volatility twinned to
| easy money.
| MandieD wrote:
| I like to post that picture of a python that tried to eat
| an alligator when Schaeffler's ill-timed purchase of Conti
| comes up. Always good for a laugh.
|
| Schaeffler survived, but barely, and had Kurzarbeit not
| been a thing, it probably would have been a lot uglier.
| Kurzarbeit is a lot of why Germany came out of 2008/2009 in
| reasonably good shape. Better for pretty much everyone in
| an industry to be working 80% of the time in their current
| positions and getting 90% of their pay than for 20% of them
| to be out of work and struggling to make ends meet on
| unemployment - better for the workers, and better for their
| employers, who can turn around much more quickly when
| things get better.
| brown9-2 wrote:
| This seems like a great example of selection bias if there
| are blockbuster acquisitions every year.
| DoughnutHole wrote:
| I don't think there was any implication that the big
| buyouts before a crash are unusual - calling them "a
| feature of modern finance" seemed to be implying that
| they're inevitable.
|
| Acquisitions become crazier and crazier as the market gets
| hotter and hotter, with ever increasing purchase prices -
| someone inevitably gets left holding the bag when the
| market comes crashing back down to earth, and it's often
| the greedier players who take bigger risks.
|
| The blockbuster acquisitions that happen in the middle of
| the bull market also often seem insane in the moment, but
| if the market continues on the up after the fact then
| they're remembered as sound business decisions rather than
| as a symptom of mania.
| JumpCrisscross wrote:
| > _if there are blockbuster acquisitions every year_
|
| There aren't. They cluster to varying degrees depending on
| the thresholds one chooses. But the likelihoods are far
| from uniform.
| [deleted]
| stingraycharles wrote:
| I actually have experience with this type of stuff, some
| business tried to acquire mine and kept postponing, and ended
| up with some excuse that there wasn't enough technical design
| documentation, which would be a real-breaker. It wasn't super
| big money, but also not small (high 6-figures).
|
| I ended up suing them, won on all counts, and the deal had to
| go through.
|
| Unfortunately, this company simply refused to do that even
| _after_ the judge ruled against them, and I had to renegotiate
| the terms set by the judge.
|
| That was one hell of a ride.
|
| Point being, if Musk really doesn't want it, even if Twitter
| wins a lawsuit, Musk will probably find another way to postpone
| or renegotiate or whatever. In the meantime, Twitter is not in
| a good shape, and this whole thing is probably hurting them so
| much more than that they could possibly benefit from.
| throwaway_2341 wrote:
| < Twitter is not in a good shape
|
| It appears they will make around $6B in annual revenues, I
| think their financial performance is better than most social
| media platforms, save FB. In what way, Twitter is not in good
| shape?
| rvnx wrote:
| Why would you force someone to buy something they don't want,
| whatever the reason is ? If they decided not to proceed to
| the deal it means it was a bad deal from their perspective or
| that it would put them in a worse situation. Essentially you
| are taking advantage of them by forcing them. It's like if
| you sell a very expensive "brown ice cream", the buyer tells
| you he wants to buy it, and then when the buyer has it in
| hands they realize it's not chocolate and you say: "but it's
| brown ice cream, you are forced to buy it now"
| ehnto wrote:
| To get their money, presumably. If Twitter stocks fall due
| to this situation then all the more interest in getting the
| previously set deal to go through.
| xmodem wrote:
| Well, this probably doesn't come up very often in general,
| but one reason for Twitter to want to proceed might be if
| someone had signed a legally binding agreement to pay 15
| billion dollars more than the market rate.
| avereveard wrote:
| The due diligence was done already, and this being a public
| company adds a layer of regulation on top
| ryanbrunner wrote:
| "It turns out I don't want to do that" isn't something that
| should be supported in regards to written and signed
| contracts. Selling a company is a large enough thing that
| there's downstream effects when the contract is signed and
| both parties are committed, and there's a real cost to the
| counterparty saying "on second thought, nah".
| krisoft wrote:
| From the seller's perspective? Because they own a thing
| which is worth less to them than the buyer promised for it.
| Therefore they can profit greatly from the deal.
|
| This is not the story of some happless kid swindled by a
| brown ice cream vendor. This is a sophisticated business
| person who has, prior to signing a legally enforceable
| contract to buy the brown icecream as-is, talked publicly
| about how the ice cream is just brown and not chocolate.
|
| Why did the buyer made that contract to be written and then
| signed it? The potential buyer of the brown ice cream was
| not taken seriously initially. Everyone, including the
| seller, assumed that he is going to flake out and not go
| through with the transaction. The buyer has seen that he is
| not taken seriously, but he really really wanted to own the
| brown ice cream at that time. So the two parties willingly
| went into a written agreement that the buyer is going to
| pay a lot of money for the brown ice cream. Since the
| seller had concerns about the flakyness of the buyer, they
| both instructed their lawyers to write the contract as
| ironclad as possible. And what gives teeth to contracts
| like that, is that they can be enforced through the court
| system.
| solar-ice wrote:
| If he didn't want to buy it, he shouldn't have signed a
| contract saying they are going to buy it with a huge amount
| of fanfare, several lawyers, and initially against the
| desire of the company. He knew, well in advance, what he
| was buying, and he explicitly waived the right to due
| diligence.
| tgsovlerkhgsel wrote:
| It being a bad deal for them likely makes it a very good
| deal for you.
|
| Also, letting them renege on the deal they agreed to would
| likely put you in a worse situation than had they not
| offered the (bad, for them) deal in the first place, making
| it harder to feel bad for them.
|
| Ultimately, if a business made a binding agreement, letting
| them out of it to be nice is nice, but neither required nor
| financially sensible.
| CogitoCogito wrote:
| > Why would you force someone to buy something they don't
| want, whatever the reason is ?
|
| Because they agreed to buy it? And because you stand to
| make a lot of money. Doesn't seem that complicated to me.
| notahacker wrote:
| Yep. It's basically "why wouldn't you accept half your
| wages if the company really didn't want to pay you the
| full amount?" or "if you lend somebody something and they
| decide to keep it, why would you try to get it back?"
| rvnx wrote:
| This is where ethics count.
|
| I can see that here many persons would like to get rich
| at all costs, but rich != success.
|
| Selling a company (and even anything in life) has to be a
| win-win situation, a world where there are only scammers
| / predators around you would be nightmarish.
|
| A couple of lines above, one person was explaining
| selling his company for 6-figures, and forced the buyer
| to buy at all costs. Now probably the buyer owns
| worthless shit.
|
| When you force people against their will, wtf business
| practice.
|
| What is the good thing to celebrate about that ? Also
| when selling companies, employee depend on that. You
| cannot have an owner who is hostile to your employees.
| The new owners become hostile because they are not
| financed enough (because they didn't want the deal), or
| because the board was hostile and forced the take-over.
| ryanbrunner wrote:
| Ethics are important in business, but insisting on
| ethical and decorous dealings with someone who is
| brazenly neither of those things (i.e. blatantly ignoring
| court rulings) is a fool's game.
|
| Assume positive intent and work ethically and in good
| faith, but if they clearly demonstrate to you that they
| don't have positive intent, you don't need to be a
| punching bag.
| the_snooze wrote:
| Musk voluntarily signed a contract to buy Twitter. No one
| pointed a gun to his head and forced him to do that.
| Contracts and words matter.
| CogitoCogito wrote:
| > Selling a company (and even anything in life) has to be
| a win-win situation, a world where there are only
| scammers / predators around you would be nightmarish.
|
| How isn't this win-win? Musk gets a company for a price
| he considered acceptable. It's the same company. It's the
| same price. How was this win-win before when he made the
| agreement, but not win-win now?
|
| > When you force people against their will, wtf business
| practice.
|
| Against their will? He made an agreement to buy it. Does
| canceling the agreement against Twitter's will somehow
| not matter at all?
|
| > What is the good thing to celebrate about that ? Also
| when selling companies, employee depend on that. You
| cannot have an owner who is hostile to your employees.
| The new owners become hostile because they are not
| financed enough (because they didn't want the deal), or
| because the board was hostile and forced the take-over.
|
| If Musk really no longer wants Twitter and wants to reach
| an amicable resolution, he could start by offering $44
| billion minus the current market value of Twitter.
| Twitter might very well accept that or something close to
| that. Then Musk wouldn't need to own something he doesn't
| want, but Twitter would still roughly be getting the
| overall value agreed upon with Musk.
| solar-ice wrote:
| Gonna be honest - once you are talking about billions of
| dollars, nobody gives a shit about ethics. There's what
| you contractually agreed to do, and that's it.
|
| Nobody gets to the point where they either have
| significant control over Twitter or have the money to buy
| Twitter by being ethical.
|
| An ethical person would not have signed an agreement to
| almost definitely buy Twitter, intentionally giving up
| several common buyers' rights on this sort of thing, and
| then spend the next month and a half trying to get out of
| it.
| t_mann wrote:
| Sounds like a very unpleasant experience, sorry to hear. But
| I'm not sure it's a good precedent for this case, for two
| reasons:
|
| a) You were happy to settle, which sounds understandable. But
| when the stakes are $44bn and most actors on Twitter's side
| are but agents for Twitter shareholders, their chief concern
| will be not breaking their fiduciary duties if they accept
| anything less than the maximum amount they could get. It's a
| bit hard to imagine how the legal bills for seeing this
| through could stack up to even .1% of the purchase price
| ($440m), and that's nowhere close to the discount that Musk
| will be looking for (with good reason imho, btw).
|
| b) In your case the other party _might_ have gotten away with
| dodging a court order to pay (or at least made it appear like
| that). That 's pretty much unfathomable if you are literally
| the richest man on earth and live in the US.
| Hendrikto wrote:
| > It's a bit hard to imagine how the legal bills for seeing
| this through could stack up to even .1% of the purchase
| price ($440m)
|
| That is 1%, not .1%
| t_mann wrote:
| You're right, my bad.
| Terretta wrote:
| > _chief concern will be not breaking their fiduciary
| duties_
|
| Let's not forget the all the blather from Twitter board and
| leadership how their fiduciary duty was to _not_ sell to
| Musk at this price.
|
| Cramer even claimed the board would be personally liable
| for accepting the deal.
|
| https://www.cnbc.com/2022/04/14/cramer-twitters-board-has-
| no...
| mrtnmcc wrote:
| Cramer's advice is a decent guide if you always take the
| opposite opinion.
| coliveira wrote:
| Yes, following that guy it is understandable why he would
| never be a hedge fund manager for a long time. When it
| comes to investing he is stupid as a brick.
| MrMan wrote:
| he was a really good hedge fund manager though
| belter wrote:
| Hedge Fund Managers are also not the brightest flowers:
|
| "The SP 500 Index Out-performed Hedge Funds over the Last
| 10 Years. And It Wasn't Even Close":
| https://www.aei.org/carpe-diem/the-sp-500-index-out-
| performe...
|
| "How Smart Are the Smart Guys? A Unique View from Hedge
| Fund Stock Holdings" [PDF]: https://jgriffin.info/wp-
| content/uploads/2016/10/smart.pdf
|
| "...Hedge funds exhibit no ability to time sectors or
| pick better stock styles. Surprisingly, we find only weak
| evidence of differential ability between hedge funds.
| Overall, our study raises serious questions about the
| perceived superior skill of hedge fund managers..."
| bush-bby wrote:
| But that's not the benefit of putting your money in a
| hedge fund at all, the benefit is hedging against losses,
| so that you don't have to worry about losing money when
| everyone else is.
| dahfizz wrote:
| It's literally called a _hedge_ fund, not sure why people
| would assume they are after the highest & riskiest
| returns.
| t_mann wrote:
| Historically, hedging was the reason when the first such
| funds launched that allowed them to use a specific
| regulatory loophole. The name has stuck around much more
| so than the strategy, though, nowadays there are entire
| classes of hedge funds that don't necessarily work like
| that anymore (eg long-only, special situations arbitrage,
| global macro,...). Nowadays it pretty much just means a
| specific legal structure, if it means anything at all,
| since it's become such a widely used term.
| seanp2k2 wrote:
| The hedge funds themselves get rich through fees. The
| investors get robbed. Not sure why anyone still believes
| in hedge funds.
| sharker8 wrote:
| The Anti Cramer portfolio is not a sufficient contrarian
| approach, because the Cramer portfolio also underperforms
| similar to a random walk. Put another way, the opposite
| of a random walk is another random walk.
| tyrfing wrote:
| > Let's not forget the all the blather from Twitter board
| and leadership how their fiduciary duty was to not sell
| to Musk at this price.
|
| Is there a source for this? I certainly didn't see it.
| They _considered_ rejecting the offer, and quickly passed
| a poison pill provision, but that was about preventing
| buying the company on the open market instead of making a
| deal like this. The offer was initially only a very short
| note, and Twitter decided to sell within 3 days of
| financing being lined up.
|
| https://www.sec.gov/Archives/edgar/data/0001418091/000119
| 312...
| martin8412 wrote:
| Difference being, Twitter has deep pockets and are highly
| motivated to see this through.
| neilwilson wrote:
| Not as deep as Elon Musk.
|
| When it comes to court battles, relative depth matters.
| volkl48 wrote:
| It really doesn't here IMO. They can both afford top-tier
| legal teams.
|
| Delaware courts are known for dealing with these sorts of
| cases rapidly - there isn't likely to be any opportunity
| for dragging it out for years.
| blueboo wrote:
| Is it clear that Elon is more liquid than Twitter?
| Twitter has several billion in cash. Musk is reported to
| have only 3b cash. Tesla and SpaceX may need his capital
| to survive the downturn. They both have an arsenal of
| options to raise further cash.
|
| I realise Elon is a bigger fish but he is a highly
| leveraged and constrained one...if anyone has more
| insight into this dynamic I'd interested to hear it
| HWR_14 wrote:
| You can see Elon sold something like $8-$12 billion in
| TSLA stock in the past few months. Assuming it didn't get
| spent on SpaceX or somewhere else (it was supposed to be
| used for the Twitter buyout) he has more cash than
| Twitter. But that doesn't really matter, at a certain
| point the amount they spend in legal services will reach
| such diminishing returns that it's not worth it.
| achow wrote:
| Twitter cash on hand for the quarter ending March 31,
| 2022 was $6B
|
| https://www.macrotrends.net/stocks/charts/TWTR/twitter/ca
| sh-...
| bsaul wrote:
| How is twitter getting so much cash ? Are the ads on
| twitter earning them that much ?? Or is it cash they got
| from raising funds ?
| Ekaros wrote:
| Only to certain point. At that point you can't spend more
| than other party. There is only so much legal work that
| can be done for one case.
|
| Not that bar isn't very high, we are possibly talking
| about millions or tens of millions in billings, but
| either side have that and it will make sense for both to
| spend it in every case.
| trident5000 wrote:
| The CEO has a massive parachute. Its in his best interest to
| just settle on a lower price rather than get tied up in
| courts for years with Musk. If the markets continue to
| decline, a lower offer is going to look more and more
| attractive to shareholders. Just my 2 cents.
| baxtr wrote:
| Re twitter: What a waste of life time and resources that
| could be otherwise have been used. All for what? For the ego
| of a madman?
| [deleted]
| [deleted]
| synu wrote:
| What happened when they ignore dthe order from the judge?
| Nothing?
| nabla9 wrote:
| If he willfully disobeyed, there will be sequestration
| order against his assets.
|
| The court will appoint someone else to go trough his assets
| and find a way to pay. Selling Tesla stocks for example.
| giansegato wrote:
| How could they refuse after being compelled by a court
| ruling? Did they appeal / sue you back? Can't see how they
| could simply say... "no".
| pmorici wrote:
| If a party is intent on being a bad actor it is extremely
| difficult to enforce judgments where the sum is too small
| to warrant extraordinary effort.
| carom wrote:
| When you have a judgement you can send it to collections,
| but often people just don't pay these things. It's really
| hard to collect for even small things like evictions.
| dctoedt wrote:
| > _send it to collections_
|
| When my now-adult son was in high school, he had a summer
| job working as a moving man for a friend's dad's company.
| The company had a contract with the local constable's
| office. One of my son's and his friend's assignments was
| to drive a truck around to the offices of a very-big
| shopping mall and to meet a constable to collect a seven-
| figure court judgment that hadn't been paid. The
| constable, my son, and his friend walked into the
| management office; the constable presented the writ of
| execution of the judgment, and my son and his friend
| started unplugging and loading up office equipment and
| furniture to be hauled off and sold at auction. The
| manager said "Wait, wait"; a hour later, a cashier's
| check arrived for the amount of the judgment.
| no-s wrote:
| > The constable, my son, and his friend walked into the
| management office; the constable presented the writ of
| execution of the judgment, and my son and his friend
| started unplugging and loading up office equipment and
| furniture to be hauled off and sold at auction.
|
| yeah, that's like totally reasonable. I've done similar
| back in the '80s, using a similar process seized bank
| accounts when the former employer ignored an order to pay
| a judgement over unpaid expenses. Notably they didn't
| bother to appear in court in the first place; they never
| responded to service even though I paid extra to have the
| Sheriff's Deputy serve it. Then they ignored my calls and
| letters for several weeks. I knew all the bank account
| numbers already, so: back to the judge for an order to
| seize the accounts. Showed up at the bank an hour later
| with the deputy in tow and walked out with a bank check
| for roughly $45k 30 minutes later.
|
| Nowadays a bank makes you wait some days for a payout but
| they will freeze the funds immediately.
|
| These days I prefer lawyering up, but in the late '70s I
| called on a supplier to deliver promised equipment that
| was being delayed because well, I was a teen-ager and
| even though I had paid they felt like I wasn't a serious
| customer. So I paid a local motorcycle club $500 to
| escort me to the meeting, as well as sit there in the
| parking lot revving engines and scratching off whilst I
| met with the vendor. The MC got a hefty tip because:
| members helped load the product, and the MC president
| encouraged a 50% refund made out to me personally to
| ensure I would never have to be a customer again...
| BellLabradors wrote:
| Video of a similar story:
|
| https://youtu.be/3ctLEGrOmf4
| encryptluks2 wrote:
| You can also get an order to liquidate and literally
| start taking assets like real estate, bank accounts, etc.
| verve_rat wrote:
| Not to mention, could the officers of the company be held
| in contempt of court?
| encryptluks2 wrote:
| It is possible, but typically the remedy is a writ of
| garnishment.
| stingraycharles wrote:
| The judge ruled that the payment had to be made
| immediately; they could sue back, but they would have to
| pay first. In their words, it was a "BS ruling", and they
| simply didn't pay.
|
| I'll tell you that I didn't know you could just say "no",
| but they did. My lawyers were at the point that they would
| send a (legally backed) letter to all their customers, that
| their payments should be redirected to some court. It would
| have caused a massive hellfire, though.
|
| I had the choice of going through with all this, but the
| outcome would still be uncertain, legal fees would
| increase, and take a long time regardless. It was a fully
| bootstrapped business, I was relatively young and in debt,
| and I decided to renegotiate.
|
| In the end I got the money I needed to pay off my debts,
| legal fees + then some, a huge learning experience, and
| took a 1 year sabbatical. I just wanted this whole thing to
| be over.
| bryanrasmussen wrote:
| I'm betting that for the money Musk is in for they will
| go with that option though, and considering all the side
| effects that would probably happen if Musk just said 'No'
| - he would have to be a level of stubborn that borders on
| mental instability.
| csomar wrote:
| > I had the choice of going through with all this, but
| the outcome would still be uncertain, legal fees would
| increase, and take a long time regardless.
|
| So it's just you deciding not to go with this... for some
| reason.
|
| I'm pretty sure if you enforced the ruling, you'd have
| gotten a quick response from them. It might seem like a
| dick move but they moved first.
|
| At $44bn, I highly doubt the dudes of Twitter will take
| the same stance you took.
| lazide wrote:
| I have a friend who got screwed by a major (top 5) US
| bank, won the court case against them, and they then
| refused to pay the settlement.
|
| He went through the paperwork, and 6 months later they
| wrote him a cashiers check right then and there when he
| showed up with the Sheriff to take possession of one of
| their prized historic artifacts from the lobby of their
| corporate headquarters during business hours.
|
| Not very many people are able and willing to deal with
| the shittiness of all the paperwork required, and a lot
| of bad actors count on that.
| [deleted]
| naikrovek wrote:
| > I'm pretty sure if you enforced the ruling, you'd have
| gotten a quick response from them.
|
| don't tell someone that you know more about a situation
| that they were in and you were not. A) it's freaking rude
| as hell, and B) you absolutely DO NOT have more awareness
| about this situation than the person who lived it.
| aantix wrote:
| So doctors know less about a situation than the patient
| experiencing the pain?
|
| A good coach has zero impact on their players that
| actually experience the game?
| Kaze404 wrote:
| A doctor certainly knows less about what the patient is
| feeling than the patient themselves. It's a known
| phenomenon with women's health, where we have medical
| professionals literally gaslighting us about our own
| physical and mental health.
| armada651 wrote:
| I don't get this mentality. I don't get why people think
| living through an experience makes them such an expert
| that any outside opinion is immediately offensive.
|
| An outsider can always offer a new perspective and they
| could be more knowledgeable than the person who went
| through the experience.
| stingraycharles wrote:
| It wasn't my intention to claim to be an expert on the
| situation, as much as it was mostly to share a story and
| point out that there's a large grey area here.
|
| The parent definitely was factual and correct, but the
| tone made it sound a bit as if they thought my reasons
| for doing so were incorrect. That would be a bit of a
| stretch, and I think that's what was bothering @naikrovek
| armada651 wrote:
| Didn't mean to imply that was how you felt. My response
| was aimed at the mentality @naikrovek was stating, which
| is definitely a wider held belief in some communities.
| Applejinx wrote:
| It's a Chesterton's Fence situation.
|
| An outsider is just as likely to be an arrogant fool, and
| an arrogant fool is more likely to find skepticism
| offensive than a normal person. There are plenty of
| people, even on Hacker News, who assume that they are by
| default more knowledgeable than anybody else, and
| therefore are obliged to look at any given situation,
| opine, and set the record straight. Other people don't
| matter, and certainly their 'experiences' won't count.
| So, it's not surprising or offensive to run into the
| 'water squirt bottle of correction', where kitty gets
| unexpectedly hit with the message 'opining on experience
| you've never experienced disqualifies you as a first
| class advice giver'.
|
| Chesterton's Fence is of course the idea that, if you
| encounter a fence and you don't know what it's for, you
| don't take it down until you do know what the fence was
| for. People tend to get worked up about the things they
| see that, to them, seem to be there for no reason, and
| advocate all the more vigorously for removing such things
| when to them, the existence of the thing is obvious
| nonsense with no possible justification... they would
| rather think that a thing was done by a total fool who's
| so inferior to them as to be hopelessly incapable, than
| consider the idea that their superiority might be
| questionable.
| omegabravo wrote:
| It's nice to learn there is a name for something that
| took me a few years to discover. If something doesn't
| make sense to me, it's probably because I'm not realising
| the whole scenario.
|
| I've learnt not to critique other peoples designs without
| a full understanding. The designer probably would have
| changed a few things if they had a second attempt.
| Unknown and usually silly requirements can play a big
| part in design that you as an outsider are unaware of.
| I've learnt to assume competence rather than
| incompetence. At the time, there was likely a very good
| reason for such a decision.
| seanp2k2 wrote:
| And sometimes the requirements that a thing was built on
| aren't meant to make the best possible product, e.g.
| budget, repairability / maintainability, compromise due
| to integration with other systems, etc etc
|
| In the same vein as "never attribute to malice that which
| is adequately explained by stupidity", "never attribute
| to engineering that which is adequately explained by
| finance" :)
| couchand wrote:
| Well this isn't exactly a currently-standing fence, so
| the metaphor falls down.
|
| It's more like someone coming upon their neighbor
| complaining about a mutual neighbor and their fence and
| offering them advice for the next confrontation with the
| neighbor.
| TillE wrote:
| It's a really simple allegory that warns about the
| dangers of approaching a situation from a position of
| ignorance.
| couchand wrote:
| Yes and misusing simple allegories and therefore
| misunderstanding the situation is very common.
| feteru wrote:
| Great comment, feel like this puts into words what I see
| in interactions on here sometimes that puts me off. I
| might say that especially on Hacker News there are people
| who assume they're by default more knowledgeable than
| others.
| WastingMyTime89 wrote:
| It's not offensive. It just makes the replier looks like
| an idiot.
|
| Who do you think had the best perspective on the
| situation? The person who went through the litigation,
| had lawyers, knew all the details of the case and made
| the decision of the poster sending a canned five lines
| reply based on a paragraph?
|
| It does take much awareness to realise that sending an
| abrasive reply when you are in no position to do so might
| be ill received by the community (well at least the
| quickly diminishing part who wants to have an interesting
| discussion).
| fenomas wrote:
| > An outsider ... could be more knowledgeable than the
| person who went through the experience
|
| If the outsider is making general claims about _similar
| sorts_ of situations, then sure. If they 're predicting
| the behavior of someone unknown to them, but well known
| to the OP, then _not so much_.
| stingraycharles wrote:
| Thank you for saying this. While I do agree with the
| parent that in the the end it was my decision to go this
| route, the situation was much more complicated, and I
| absolutely wouldn't get a quick response from them.
|
| Having said that, I wasn't insulted by the parent, and
| they made a good point: my decision was based on
| pragmatism, and in the case of Twitter, this was much
| less likely to be the case. Since I decided to share my
| story in light of this whole Twitter debacle, the parent
| was right to point out that the comparison isn't entirely
| correct, even more so when it's about dozens of billions.
| The rules of the games are different there.
| multjoy wrote:
| Commercial litigation is entirely about pragmatism.
|
| If twitter won and was in the position to compel
| performance, is that even in the best interest of the
| company? To force it upon an unwilling owner would be the
| best way to destroy it in very short order as they
| desperately attempt to recoup their costs.
|
| Far more sensible, with an enforceable order in hand, to
| come up with a negotiated settlement. Far easier, as
| well, with a nuclear option.
| Volundr wrote:
| It doesn't need to be in the best interests of the
| company, it needs to be in n the best interests of the
| shareholders. If the company dies once Elon owns it, it
| sucks for the employees and Elon, but not the all
| important shareholders.
| ModernMech wrote:
| Indeed, if the point of the sale was to put Twitter in
| hands capable of steering the ship, they wouldn't have
| sold to Musk in the first place.
| miohtama wrote:
| In this point, it is the interest of the CEO, board and
| shareholders to collect a fat check and let Mr Musk burn
| down with Twitter. It's Musk's problem what to do with an
| unwilling owner issues.
| jimmydorry wrote:
| What fat check is the CEO and board getting? They own
| virtually no shares, so it wouldn't be from Musk. And if
| a reluctant owner takes charge, they aren't writing a fat
| check or shaking on a golden parachute. The lot of them
| can only expect to be immediately terminated, but knowing
| Musk, he would likely take legal action against them and
| do his best to make them unhirable... so they would
| likely bail during legal proceedings.
| afrcnc wrote:
| So, basically, if you rich enough in the US, you can
| simply ignore the courts?
| paulcole wrote:
| Yes and it doesn't have to do with rich/poor. Until
| someone either takes an action on your behalf or
| physically forces you to take an action you can ignore
| their requests all you want.
| harambae wrote:
| At least for a long time, yes. The example that comes to
| mind...
|
| https://www.washingtonpost.com/technology/2020/01/08/cali
| for...
| pas wrote:
| wtf. which jurisdiction is this? so strange you can't
| take the final ruling and go to a collections agency and
| get _your_ money :o
| Inhibit wrote:
| You can. But the story would imply that all that money is
| in receivables; it's hard to seize a big pile of debt, I
| assume even in Europe.
| pas wrote:
| not really as far as I know.
|
| either the company pays up (in whole or in installments,
| etc) or the enter into bankruptcy proceedings and the
| courts appoint someone. if the company is profitable,
| then as above it'll eventually pay up, if not, then it'll
| be sold off and the liabilities will be covered up to by
| the income of the sale.
| joshspankit wrote:
| Do some thought experiments in your head, and you can see
| how quickly things break down.
|
| Like: The courts say pay, and the company says no. So
| you...
|
| - ...send police (not really the jurisdiction of the
| police, but let's pretend they go). The police show up
| and say "Give us the money you owe" and the business says
| no. Now what? They can't go on to private property
| without permission or warrant. Dead end.
|
| - ... become your own collections company. You call them
| as much as you are legally allowed, and ask them for the
| money. Each time they say no. You call their family (you
| might not be allowed to do this) and they say "not my
| problem" so they are dead ends. You call their vendors
| and clients but all you are doing is informing them that
| company X owes you money. They don't have any obligation
| to give you that money.
|
| - ... sell the debt to a collections company. That
| company gives you pennies on the dollar (20% if you're
| lucky).
|
| - ... work through the courts to garnish wages. You have
| no idea what this company pays their staff for wages, nor
| who to target (the exec who said no?), but you push
| forward anyway and end up getting that garnishment. You
| now get 30% of everything that person makes. Let's call
| that 30k/yr at the time of the garnishment. Then, that
| person quits or takes a "lower-paying job" and you're
| down to 10k/yr. It will take decades to get what's owed
| to you and in the mean time this person is actively
| battling you in court because they hate losing 30% of
| what they make every month.
|
| - ... pursue action that gives you a percentage of the
| company's net revenue. If you get it, you can only
| celebrate for what feels like a moment because they could
| have a "sudden increase in expenses" or choose to close
| the business and start a new one with a different name.
| You can try to get the agreement shifted to that new
| company, but that's a whole new challenge and the whole
| time the founders are saying "No." "Not our
| responsibility." and so on.
|
| It's really very hard to get cash in hand from anyone,
| whether there is a court ruling or not.
| v0x wrote:
| You can. In my very very limited experience you can sell
| it to collections for something like 80% of the value in
| a case where they have a perfected security interest.
| They will send a UCC letter to payors, who are legally
| obligated (from what my attorney tells me) to pay the
| creditor, absent some proof that they don't need to.
| doikor wrote:
| Seems like a really complex system to get your money.
| Here in Finland you would just start bankruptcy
| procedures by filing a claim in the court and with the
| court order saying they owe you it would go through in a
| day or two giving the other party 2 weeks time to pay or
| the court would take over all their assets and get you
| your money (and sell those assets if they don't have it
| in cash)
|
| A single verified unpaid bill is grounds for starting the
| bankruptcy procedure here so it is actually good tool to
| force big companies to pay. Though you can say goodbye to
| any future business relations with them if you do that.
| [deleted]
| bjornsing wrote:
| In Sweden you can actually do that _before_ you've won
| the court case. If a lower court rules that you have a
| legal right to payment, then you can collect on that even
| if the other party appeals to a higher court. (They can
| then of course do the same to you if they win the
| appeal.)
|
| But this is taking it a bit far IMHO. It's confusing to
| me at least that a court order is not final ("has not yet
| won legal power" as we say in Sweden), but can still be
| used to force payment through the authorities
| (Kronofogdemyndigheten).
| mattbee wrote:
| It's the same in the UK:
|
| https://www.gov.uk/wind-up-a-company-that-owes-you-money
|
| "To wind up a company you must:
|
| * be owed PS750 or more * be able to prove that the
| company cannot pay you "
|
| That's it.
| tuukkah wrote:
| How do you prove they cannot pay you - show an unpaid
| invoice?
| mattbee wrote:
| I only ever threatened it once so didn't go to the
| expense of filing.
|
| In practice, yes an unpaid invoice, plus proof of
| delivery /service. Alternatively, a judgment from a court
| ordering them to pay.
| seanp2k2 wrote:
| The trouble is the actual collection, which as far as I
| know is still left as an exercise for the person owed.
| mattbee wrote:
| Nope, when a company is struck off (directors given 2
| months notice etc) its assets are frozen and passed to
| The Crown, who appoints an Official Receiver. They
| liquidate the assets, pay any creditors (pay themselves)
| and keep anything remaining.
|
| So it's an absolutely nuclear debt collection option, and
| not fast. But the threat is real if the debtor can't
| argue the debt away.
| lazide wrote:
| Getting though it however, and actually getting paid is a
| long and arduous process. That's what the poster was up
| against.
|
| It's not THAT uncommon for some folks to just say 'oh
| yeah, make me', and while there are (usually) methods of
| doing it without their co-operation, it's never easy.
| Iv wrote:
| Japan is similar. I keep marveling at the stories about
| the US system and wonder how it is supposed to be
| considered friendly for businesses...
| xwdv wrote:
| Does the example not make it obvious? Imagine your
| business doesn't want to pay a bill from some douchebag
| business you hate.
| Archelaos wrote:
| I think the parent means that a system in which anyone
| can delay the payment of otherwise legitimate financial
| claims through an extremely protracted legal process is
| generally not very business-friendly. Of course, it is
| friendly to businesses that do not want to pay their
| liabilities, but on the cost of all the others. What good
| is a legal system if a company cannot enforce its rights
| in practice?
| mkr-hn wrote:
| The same way any human system works: people mostly want
| to do the right thing, so they do.
| simonh wrote:
| It's not a case of a simple disagreement though. In this
| situation there's a court order requiring you to pay the
| bill. Not wanting to doesn't cut it.
| lazide wrote:
| You'd be amazed how long someone can go in open defiance
| of a court order before something concrete actually
| happens.
|
| It usually requires going back to court for the concrete
| thing to actually happen too; and it's rarely all _that_
| catastrophic.
|
| Judges are surprisingly willing to give folks more rope
| to hang themselves with later.
| BolexNOLA wrote:
| Stories like this remind me why I hate seeing advice on
| forums that often boil down to..."and if that doesn't
| work, just sue them." It's a massive, risky, expensive,
| physically and emotionally draining experience.
| [deleted]
| suzzer99 wrote:
| Do they always have the option of settling at any point in the
| process? Like if Musk said "$20 billion penalty but I don't buy
| the company", I assume they'd say yes? (Or substitute a bigger
| number if not.)
|
| So are they just negotiating at this point if Musk has a
| penalty number he's willing to pay?
| jonathankoren wrote:
| Twitter and Musk already agreed to a 1 billion dollar
| penalty. He's trying to get out of it, even though he already
| waved due diligence.
| cookingrobot wrote:
| The $1B scenario doesn't apply here. He's on the hook for
| $44B.
| petesergeant wrote:
| Do you have a simple and short explanation for why?
| achow wrote:
| Good explanation..
|
| https://news.ycombinator.com/item?id=32027646
| saalweachter wrote:
| Because taking a corporation private is a pain in the
| ass.
|
| Elon Musk signed a contract giving himself essentially no
| ability to back out, to force Twitter to consider his
| offer.
| [deleted]
| kgwgk wrote:
| The $1bn is in case something else makes the closing
| impossible (a regulatory decision, for example).
| ergocoder wrote:
| My bet is on this.
|
| They will just negotiate. Nobody wants to go through a
| lengthy legal process.
|
| I think the number will be at 5b. Because, at 5b, Twitter
| gets a 1y revenue for virtually no cost. Twitter doesn't want
| to sell to a buyer who doesn't actually want to buy. It's not
| good for anyone.
|
| Imagine Musk buying Twitter and starting open up exec emails
| knowing about the bot numbers being inaccurate.
| nabla9 wrote:
| > Twitter gets a 1y revenue for virtually no cost.
|
| This is not between Twitter and Musk. This is between
| Twitter shareholders and Musk. Twitter board is just
| working on their behalf. Shareholders don't care about
| Twitter's future now when they have very tight agreement.
| There will be judgement against Musk almost certainly.
|
| Musk made $44B deal. However this ends, Musk is in hook for
| tens of billions. Either he pays $44B and gets Twitter or
| he pays the difference between $44B and current valuation
| when the deal is made, say $20B and current owners keep
| Twitter.
|
| Musk has no upper hand. He made a huge mistake.
| eloff wrote:
| I think the best he can hope for here is settle the
| lawsuit that will follow for buying twitter at a slightly
| reduced price.
|
| The amount he would pay to walk away is roughly equal to
| the current fair market value of Twitter. I wouldn't be
| happy to pay that and get nothing for it. Better to go
| through with the deal.
| ryanbrunner wrote:
| > Imagine Musk buying Twitter and starting open up exec
| emails knowing about the bot numbers being inaccurate.
|
| There's different levels of knowing about inaccuracies.
|
| There's knowing that your methods of determining bots are
| probably not optimal and the number is most likely
| undercounted, but it was a good faith albeit imperfect
| effort.
|
| Then there's knowing that bots are actually some other
| specific number and suppressing that information.
|
| I think the former is much, much more likely than the
| latter and wouldn't really be a huge controversy if it
| leaked.
| ergocoder wrote:
| Apart from that, out of 5000 employees, you can bet there
| is one employee disagreeing in email and that employee's
| opinion is discarded.
|
| There is at least one person disagreeing on any topic.
|
| It is a risky situation all around.
|
| I reckon that good faith is not enough.
| t_mann wrote:
| Not sure. Twitter board members have a fiduciary duty
| towards shareholders. If they accept a lot less than they
| could get by simply enforcing the rules (at a comparatively
| negligible cost) because they don't want to look mean, I
| reckon there's a very high probability that they will get
| sued by some hedge fund.
| ergocoder wrote:
| People keep throwing this word around... yet the board
| accepted the first offer from Elon with no negotiation.
| Nobody is suing twitter board for this.
|
| Who does that? Even new grad negotiates their offer...
| kllrnohj wrote:
| At $5bn Twitter & its board open themselves up to getting
| sued by the shareholders who were harmed for $16bn
| currently.
|
| What Twitter as a company "wants" is kinda irrelevant. They
| have a fiduciary responsibility to their shareholders, and
| telling all those shareholders they just didn't feel like
| getting a $54.20/share deal because they didn't like the
| buyer and didn't want to be bought isn't really going to
| fly.
|
| So any settlement will come with a requirement for Twitter
| to reasonable demonstrate to share holders that they
| haven't been harmed. And since all signs point to Twitter
| having the _much_ stronger case, it 's hard to imagine them
| just accepting much less than either the original purchase,
| or a penalty fee of closer to $16bn (the current gap
| between the share price & the purchase price)
| colinmhayes wrote:
| The state of Delaware has consistently given boards wide
| discretion to act as they see fit in their fiduciary
| duty. Unless stock holders can prove the board acted in
| bad faith it will be very hard to win a case against
| them.
| [deleted]
| [deleted]
| sk8terboi wrote:
| oxff wrote:
| This is going to be one of those HN posts that will not age
| well, isn't it
| swores wrote:
| Much easier to say of any single specific guess/prediction
| when there are lots of possible outcomes, than to actually
| guess the right one.
| rajnathani wrote:
| IIRC there's just a $1B penalty in the acquisition clause for
| Musk if the transaction doesn't go through.
| paulcole wrote:
| You don't remember correctly.
|
| The breakup fee is if an outside influence prevents the deal
| from going through. It's not just for cases of "uh-uh i don't
| wanna."
| jimnotgym wrote:
| I don't trust any man that thinks a car doesn't work better for
| the driver with an analogue speedo in front of the driver, rather
| than a tablet to the side
| electric_mayhem wrote:
| I'm looking forward to the day he gets held accountable for
| market manipulation.
|
| Bet he (and his friends, if he has any) made a mint off this
| farce.
|
| Not that I have any faith it will happen.
| kylehotchkiss wrote:
| So glad HN got back online when the day got interesting
| x86x87 wrote:
| What was up with that? Was it server failure? Did HN move from
| old vps provider to AWS? Also, does HN run on one EC2 instance?
| bediger4000 wrote:
| I guess we'll never see how a free speech Twitter works. I think
| this is sad.
| gsibble wrote:
| You're being downvoted. Another sad day on HN when free speech
| is downvoted.
| camjohnson26 wrote:
| This has nothing to do with free speech.
| dotopotoro wrote:
| Was gp sarcastic? Are you sarcarstic? (I need an app for
| that..)
| bediger4000 wrote:
| I guess we'll never know. I think this is sad.
| Fiahil wrote:
| > While Twitter has provided some information, that information
| has come with strings attached, use limitations or other
| artificial formatting features, which has rendered some of the
| information minimally useful to Mr. Musk and his advisors. For
| example, when Twitter finally provided access to the eight
| developer "APIs" first explicitly requested by Mr. Musk in the
| May 25 Letter, those APIs contained a rate limit lower than what
| Twitter provides to its largest enterprise customers. Twitter
| only offered to provide Mr. Musk with the same level of access as
| some of its customers after we explained that throttling the rate
| limit prevented Mr. Musk and his advisors from performing the
| analysis that he wished to conduct in any reasonable period of
| time.
|
| > Additionally, those APIs contained an artificial "cap" on the
| number of queries that Mr. Musk and his team can run regardless
| of the rate limit--an issue that initially prevented Mr. Musk and
| his advisors from completing an analysis of the data in any
| reasonable period of time. Mr. Musk raised this issue as soon as
| he became aware of it, in the first paragraph of the June 29
| Letter: "we have just been informed by our data experts that
| Twitter has placed an artificial cap on the number of searches
| our experts can perform with this data, which is now preventing
| Mr. Musk and his team from doing their analysis." That cap was
| not removed until July 6, after Mr. Musk demanded its removal for
| a second time.
|
| Interesting. Technical limitation, or not, it's unlikely that
| their API was changed just to upset Musk's team. It's most
| probably a pile of wonky code with artificial limitations
| hardcoded by customer so it doesn't crash their database.
| airza wrote:
| It doesn't really matter. The time to ask these questions was
| _before_ signing a binding contract to purchase the company.
| madrox wrote:
| Everything about this deal strikes me as Elon trying to buy his
| way out of the fact he illegally acquired stock in a bid for a
| board seat. At the time, I'm sure he thought it was a clever way
| out of an immediate problem, and he certainly moved the
| conversation away from his stock buying shenanigans. I just don't
| know how he didn't see how the outcome would be...owning Twitter.
|
| So many people have gotten very close to buying Twitter...even
| Disney. The surface appeal is high but once you think about it
| for more than ten minutes it's clearly a problematic platform
| with few solutions that don't drastically lower its value. If
| Elon ends up not closing this deal with Twitter, I suspect that
| Twitter will go the way of Tumblr...eventually getting bought by
| a second tier tech company before being mismanaged into
| irrelevance.
| dqpb wrote:
| > illegally acquired stock
|
| Illegal how?
| Forlien wrote:
| Not the OP, but when an investor acquires more than 5% of a
| stock, they have a limited time to disclose it. Elon
| disclosed his Twitter stock acquisition too late (20 days
| after instead of 10) and using the wrong form (Schedule 13G
| instead of Schedule 13D), painting him as a passive investor
| rather than an activist.
|
| https://www.bloomberg.com/opinion/articles/2022-04-06/elon-m.
| .. talks about it.
| 0xy wrote:
| Isn't it pure speculation on your part that he had non-
| passive intentions at the time he acquired the shares? The
| barrier to prove intent is high, and speculation doesn't
| cut it.
|
| It's valid to buy as a passive investor and then turn into
| an activist or an interested party, even a short time
| later.
| [deleted]
| evilotto wrote:
| Did Elon ever really intend to buy Twitter in the first place,
| or was he just looking for a way to get inside information
| about the company without paying for it like twitter's "largest
| enterprise customers" do? Then he could dig up a reason to
| abandon the deal, and back out without losing anything, and
| having gained much valuable information that could be used
| against Twitter in some other spat.
| nequo wrote:
| Good analysis.
|
| > If Elon ends up not closing this deal with Twitter, I suspect
| that Twitter will go the way of Tumblr...eventually getting
| bought by a second tier tech company before being mismanaged
| into irrelevance.
|
| Has Musk demonstrated that he has a viable business plan for
| Twitter that would help it avoid mismanagement into
| irrelevance?
| roflyear wrote:
| Who cares? He's taking the company private.
| plaguepilled wrote:
| Musk does yet another brazenly out of pocket thing and forces the
| world to look at him. Yawn.
| peter_retief wrote:
| I think he realises that it is worth a lot less than he offered,
| he will probably walk away from it and get sued.
|
| Any legal experts out there?
| camjohnson26 wrote:
| Look around in the thread. M&A experts have confirmed that Musk
| cannot walk away from the deal, even by paying the $1 billion,
| unless Twitter lets him.
| patrickaljord wrote:
| If he can just walk away and get sued that would probably be
| cheaper than spending all those billions on Twitter. I'm not a
| lawyer tho so no idea what's going to happen.
| jmyeet wrote:
| I'm increasingly getting the sense that SpaceX is the anomaly
| here and otherwise Elon has been steadily failing upwards his
| entire life. Is that just me? Obligatory joke: this is the only
| time Elon has pulled out (if you know you know).
|
| Tesla's peak market cap is ~$1.5T. It's still sitting at just
| under ~$800B. Tesla sold just under 1M cars last year putting one
| metric at (currently) $800,000 per car sold in a year.
|
| How does any of that make sense? Just watch as traditional auto
| manufacturers ramp up EV production. The Ford F150 Lightning is
| in my mind a bellwether. From what I've seen it's been incredibly
| well-received and that's only the beginning. Compare that to the
| often ridiculed and clearly beleaguered Cybertruck.
|
| I really wonder if Elon's attempted acquisition of Twitter is
| just a symptom of him becoming increasingly unhinged (eg his
| screeds against the "far left"). I really wonder if this hwole
| thing wasn't motivated by the perceived injustice (according to
| him) of Trump being banned in particular and the idea that
| conservatives are somehow being silenced.
|
| But maybe this is 5 dimensional Chess. One can argue this hass
| done a lot of damage to Twitter and Elon may be on the hook for
| more than the $1B breakout fee (which he will of course try and
| weasel out of). This may actually drag on for years.
|
| Personally I'd be happy just disappeared into a lab in a remote
| location where he can build rockets without distraction. I can
| but hope.
|
| I honestly think the skyrocketing valuation
| trixie_ wrote:
| PE of 90 and 2 new factories only starting to ramp up it. It
| makes perfect sense.
| kragen wrote:
| A thing I'm confused about here is how Twitter's stock price is
| still US$35.04 in after-hours trading, amounting to a market cap
| of US$28.13B. This valuation implies a time-discounted long-term
| expectation that Twitter will earn about US$1.4 billion per year,
| if we divide by a nominal P/E ratio of 20 years. Alternatively it
| represents about a 70% probability that Musk will acquire the
| company for the agreed-upon US$54.20 per share, or that some
| other similar acquisition will happen.
|
| Twitter is a somewhat stagnant social networking service; it
| hasn't been experiencing the meteoric growth of things like
| Instagram or TikTok. Its yearly revenues are US$5.1B, but instead
| of earning US$1.4B per year, it's losing US$220M per year, so
| it's spending US$5.3B per year (on 229 million "mDAUs"
| ("monetizable daily active users"), so that's US$23 per user per
| year). I think most of its 7500 employees are high-paid tech
| employees, who cost maybe US$300k per year each--including
| benefits, remember, having an employee typically costs about
| twice their salary. That works out to US$2.25B per year of
| employee-having costs, leaving about US$3.0B for everything else.
|
| Large profit margins are common at social networking services;
| Meta makes US$39.37 billion of net income on US$117.929 billion
| of revenue, a 33% profit margin.
|
| So, what's Twitter's path to earning US$1.4 billion per year?
| Either it could increase its revenues by at least US$1.6 billion,
| for example by growing its user base by 40%, without increasing
| its expenses much; or it could decrease its expenses by at least
| US$1.6 billion, for example by laying off most of its employees,
| without reducing its revenues much.
|
| A dramatic expansion of Twitter's business in the next few years
| doesn't seem likely to me; is that what investors are betting on?
| Looking at
| https://en.wikipedia.org/w/index.php?title=Twitter&oldid=793...
| they had 319 million active users in 02016, so the crudest
| approximation suggests that their yearly growth rate is -6.5% per
| year. At that rate, growing their user base by the requisite 40%
| will take them another negative five years. (More charitably,
| maybe they are in fact growing, but mDAUs are a small enough
| subset of what they were reporting as "active users" in 02016
| that it more than makes up the difference--but their yearly
| growth rate still isn't likely much more than +6.5%.)
| Alternatively they could get better at squeezing money out of
| their existing users. Or maybe they could buy another Vine and
| this time _not shut it down so that a Chinese clone becomes the
| hottest new social networking app_. But that would require them
| to have money to fund the acquisition, and where is that going to
| come from? Or are the founders of the hot new startup going to
| accept Twitter stock?
|
| More plausible is a skeleton-crew Twitter with a 20% smaller
| userbase and US$4.2 billion of yearly revenue spending only
| US$2.8 billion--depending on what its actual expenses are. But
| getting from here to there would be very traumatic and poses a
| substantial risk of total collapse, either because Twitter loses
| the institutional knowledge of how to keep the site running when
| it lays off most of its staff, or because their cuts send them
| into a death spiral where revenues decline even more than
| expenses.
|
| It's against this background that, somehow, Musk's trolling with
| this merger termination has only dropped Twitter's market cap by
| 4.8% today.
|
| So, how are Twitter's remaining investors justifying their US$28
| billion bet on Twitter? In this situation I can easily imagine
| Twitter being worth US$6B or maybe US$10B, but US$28B, the hell?
|
| Are they figuring that there's a 35% chance that a Delaware court
| will order specific performance of the Twitter acquisition (and
| that someone will lend Musk the money to go through with it,
| despite his best efforts to convince everyone that Twitter is a
| massive fraud?) and a 50% chance that, failing that, Twitter will
| successfully make the transition to a skeleton-crew shadow of its
| former self that nevertheless knocks out Facebook-like earnings
| every year?
|
| Do they think Twitter's management team will miraculously figure
| out how to leverage their evident ability to get a moronic clown
| elected President of the USA into actual profits?
|
| Do they think another acquirer willing to pay a premium over
| today's price will materialize, perhaps motivated by the prospect
| of political influence rather than selling colored water to the
| Twits, if that's what Twitter users are called?
|
| Here's the most plausible hypothesis I've seen. TSLA's market cap
| is US$779.67B
| (https://www.google.com/finance/quote/TSLA:NASDAQ?window=5Y), so
| the US$44B purchase price would be about 5.6% of TSLA's
| outstanding stock, about 58 million shares. The trading volume is
| 31 million shares per day, so Musk could presumably liquidate 58
| million shares over the course of a few weeks without totally
| tanking the stock, and so could any potential lender who gave him
| a cash loan secured by that stock. Musk's net worth was reported
| as over US$300 billion in November
| (https://en.wikipedia.org/wiki/Elon_Musk#Wealth), three-quarters
| of which is Tesla stock and stock-price-related instruments such
| as purchase warrants. Tesla has fallen 38% since then, so he must
| still have at least US$180 billion worth of TSLA.
|
| So, the Twitter investors are betting that there's an excellent
| chance that the court will in fact order specific performance and
| the deal will go through despite Musk's most eloquent protests of
| fraud on the part of Twitter's current management team.
| FireBeyond wrote:
| > So, how are Twitter's remaining investors justifying their
| US$28 billion bet on Twitter? In this situation I can easily
| imagine Twitter being worth US$6B or maybe US$10B, but US$28B,
| the hell?
|
| > TSLA's market cap is US$779.67B
|
| I'd love to see plausible and realistic justifications that
| Tesla's market cap is worth more than every other car company
| in existence combined.
|
| Some vague hope that one year, Musk's annual "FSD. This year.
| For real this time." will come true?
|
| Robotaxis?
|
| It's certainly not their horrific approach to service and
| quality.
| kragen wrote:
| It's an interesting question, but for the purpose of this
| discussion, it doesn't really matter whether Tesla's market
| cap is so high because Tesla's investors are deluded fools or
| because Tesla will really have over US$40 billion a year in
| profits someday soon, like Apple, Saudi Aramco, ICBC,
| Alphabet, Berkshire Hathaway, JPMorgan Chase, Microsoft, and
| I think no other companies in the history of the world. (I'm
| looking at https://en.wikipedia.org/wiki/List_of_largest_comp
| anies_by_r....)
|
| What matters is how much Tesla's investors would change their
| minds if Elon, or his lender, unloaded 5% of the company's
| stock on the market. How much would the stock price move?
| Would Elon's paper wealth evaporate, leaving him unable to
| follow through on the Twitter offer? Since 5% of TSLA is less
| than two days of market volume, I think the answer is that
| the price would move very little, and so he would be able to
| complete the acquisition.
| gsibble wrote:
| Could you commenters please make up your minds over whether you
| want the deal to go through or not? You all seem to hate that
| Musk would make Twitter more conservative so you don't want the
| deal to go through, but also make fun of him and torment him for
| pulling out as if you do want the deal to go through. You can't
| have it both ways.
|
| Either you want the deal consummated or you don't. Stop being
| such hypocrites.
| daemoens wrote:
| They still don't want him to do it, it's just funny that he's
| being forced into doing it now. It's not hypocritical to laugh
| at him for that.
| gsibble wrote:
| HARD disagree. If you don't want him to own it, you should be
| happy he's walking away.
| daemoens wrote:
| We don't want him to own it, but if he's being forced to
| after making all the self-righteous fuss earlier this year,
| it's extremely funny.
| gsibble wrote:
| rvz wrote:
| Same here and that is more likely to happen.
|
| I'm find it extremely hilarious and I'm laughing at
| everyone and the whole chaos since I don't use Twitter in
| the first place and I don't care what happens next.
|
| There are no viable sane alternatives to Twitter. So the
| greatest action one can do is to just delete their
| account since Musk will _own_ it either way whether they
| like it or not.
| compiler-guy wrote:
| This may be hard to believe, but HN is made up of thousands of
| posters with a wide variety of opinions.
|
| The fact that some people want the deal to go through, and some
| don't, and that they post at different rates in different
| threads, doesn't mean that any individual person is a
| hypocrite. Nor that HN in general is.
| jeremyjh wrote:
| We definitely can have it both ways. We don't want him to buy
| Twitter - because he is an idiotic blowhard. Also we are happy
| he is backing out, because it demonstrates what an idiotic
| blowhard he is.
| gsibble wrote:
| That's fine, but then you can't celebrate that he may be
| forced into buying it which a ton of comments here are doing.
| minimaxir wrote:
| Elon Musk made the offer himself, he wasn't coerced into it
| or did it without sufficient public information.
|
| He's an adult.
| daemoens wrote:
| We're celebrating the forcing part, not the actual buying
| part.
| wyldfire wrote:
| Is he an idiot who realized he was in too deep / paid too much?
| Or was he trying to find a way to discredit their user numbers
| and wanted big headlines?
| nemothekid wrote:
| When Musk made the offer
|
| 1. TSLA was trading at ~$1,000 share
|
| 2. He offered $54/share
|
| Now?
|
| 1. TSLA is trading at $750/share (so if Elon musk was 100% in
| TSLA, he lost 25% of his wealth).
|
| 2. Twitter's comprable, Facebook, fell roughly 33% on revised
| revenue projections and slowing growth. TWTR roughly tracks
| Facebook, except for last quarter where the stock hasn't moved
| due to Musk's offer.
|
| So Musk became poorer, and TWTR, which probably should be
| trading in the high 20s, has an offer for $54/share; meaning
| Musk may be paying double what it is currently worth.
|
| I find it pretty amusing Musk has meme'd his way into a
| disastrous deal.
| dylan604 wrote:
| Do you really believe that the "if" in 1) is true? Really?
| Enough to make that comment?
| adgjlsfhk1 wrote:
| It's true enough. He isn't 100% tesla, but the vast
| majority of his wealth is in tesla and spacex, and only one
| of those is actually redeemable in the short to medium
| term.
| dathinab wrote:
| and there was money parked in bitcoin...
| nemothekid wrote:
| Of course it's not 100% true, the only thing you should
| take away is that by TSLA shares crashing, Elon lost a
| significant amount of wealth that would have been used to
| purchase Twitter.
| adamrezich wrote:
| lots of emotionally-charged comments here, which is pretty
| disappointing. if we look at this dispassionately, perhaps we can
| come to better conclusions than "elon big poopy head freeze peach
| bad". for example, one possibility is that Musk never intended to
| actually buy Twitter because he had reasonable suspicions that
| the <5% spam/bot figure provided by Twitter was intentionally
| incorrect (i.e. fraudulent), and he just wanted to get that out
| in the open and possibly even tank the company's stock as a
| result, either as a personal vendetta against the platform and
| company, or because he wants to develop a competitor. or maybe he
| wants to buy it up after the price falls even further. who knows?
| but it's more fun and interesting to speculate like this rather
| than just hurling loaded adjectives like "impetuous",
| "eccentric", "breathlessly arrogant", "astonishingly careless",
| and so on and so forth. I get that public opinion on the guy here
| has largely turned pretty sharply in the past couple years but do
| we really need to pretend like we're 2016 headline-writers
| writing about Donald Trump when we discuss him for some reason?
| that entire schtick is long-since played out.
| jungle2jungle wrote:
| You are writing fan fiction, not observing reality.
| adamrezich wrote:
| please then, enlighten me to reality.
| jungle2jungle wrote:
| Begin by stating your evidence for the claims you made. You
| are writing a story, not advancing an argument.
| adamrezich wrote:
| so is pretty much everyone else here though?
| minimaxir wrote:
| > one possibility is that Musk never intended to actually buy
| Twitter
|
| Which was a common perspective when the idea was floated
| around, until he signed a legal agreement actually saying he
| was going to buy Twitter.
| adamrezich wrote:
| sure, but now more events have unfolded, the results of which
| remain to be seen--so why can't we discuss the situation and
| speculate as to what will happen going forward without all
| the emotionally-loaded verbiage?
| 0xakhil wrote:
| Okay, plot twist. Musk never intended to buy twitter. Whole ploy
| was to get access to twitter's firehose of data to train his AI.
|
| On the serious side, I can't believe someone would gamble with
| half of his net worth. But this is Musk!
| crikeyjoe wrote:
| Lots of Twitter fraud here.
| spoonjim wrote:
| Twitter is a great LBO candidate but Elon Musk tried to buy it as
| a consumption good rather than an asset investment. Not that
| surprised that the deal he made in a fit of pique did not seem so
| good without the beer goggles and with the market having fallen
| 30%. I hope courts compel him to execute the transaction but I
| also know that he probably has a million ways of getting out of
| it.
| AzzieElbab wrote:
| This was the first time I bet against musk and it is paying off
| [deleted]
| maxander wrote:
| I recommend Matt Levine's blog Money Stuff [0] for analysis of
| just how bizarre Musk's twitter saga is relative to usual day-to-
| day corporate acquisitions. I also recommend his twitter thread
| just now breaking down his reaction to today's news [1]
|
| [0]
| https://www.bloomberg.com/opinion/authors/ARbTQlRLRjE/matthe...
|
| [1]
| https://twitter.com/matt_levine/status/1545519476707319808?s...
| social_quotient wrote:
| It seems more productive to take this at face value vs conjecture
| and rumors...
|
| Suppose the filing is true - all of it. Let's start the
| conversation with that and see what people think and what happens
| next to Twitter.
| selimnairb wrote:
| Was really looking forward to watching him eat this shit sandwich
| he made for himself.
| [deleted]
| [deleted]
| techwiz137 wrote:
| Musk never wanted to buy Twitter, anyone who thought so was
| deluded. The guy is a psychopath and is playing with people's
| money by manipulating assets.
| wnevets wrote:
| Is it just me or is Musk constantly finding himself in the middle
| of failed and shady deals?
| vincentmarle wrote:
| Musk's account keeps getting suspended/unsuspended in the past
| hour:
| https://twitter.com/growing_daniel/status/154562588715182080...
| KJKingJ wrote:
| Not quite - the screenshots being circulated show an account
| with a different name that visually looks quite similar.
| Instead of a lowercase `l`, the suspended account has an
| uppercase `I`. In many fonts, these end up looking quite
| similar.
| camjohnson26 wrote:
| Twitter is responding with legal action:
|
| " Bret Taylor, chairman of Twitter's board of directors, tweeted
| Friday afternoon that the board plans to pursue legal action to
| enforce the deal at the price and terms originally agreed upon.
|
| We are confident we will prevail in the Delaware Court of
| Chancery," Mr. Taylor tweeted. Parag Agrawal, Twitter's chief
| executive, retweeted the message."
|
| https://www.wsj.com/articles/musk-says-he-is-terminating-twi...
| bindle8932 wrote:
| Please, let the man walk away from the deal. We do not want the
| world's richest man controlling his own propaganda system.
| m00dy wrote:
| godmode2019 wrote:
| I can tell you Twitter took the not question seriously. I have
| only used twitter once when my company had a notice board you
| needed to tweet to, over 7 years ago.
|
| After musk started talking about bots, I started getting a
| ungodly amount of twitter emails asking me to sign in and see
| watt my friends are doing ect. Over 10 a day for the last month
| or so.
|
| My email is literally filled with twitter emails trying to
| activate my inactive account to temporary inflate their numbers.
|
| Musk didn't have buyers remorse, we entered a huge market crash
| in the middle of the deal, so twitter was not worth nearly as
| much. Likely worth around $15 USD per share.
|
| Everyone knows twitter is majority bots, gpt influence accounts.
| Musk was using that angle because they would never admit to it
| publicly as it would likely have stock or legal issues.
|
| He likely still wants to but twitter at the current market value,
| not yesterdays current value.
| telesoft wrote:
| >My email is literally filled with twitter emails trying to
| activate my inactive account to temporary inflate their
| numbers.
|
| Big if true
| godmode2019 wrote:
| I just went and double checked, 4 emails a day for the last
| month ( not 10). All the same email suggesting I login.
|
| I have not logged into twitter since 2016, no friends and no
| followers. Just set up for my company noticeboard.
| jungle2jungle wrote:
| > Everyone knows twitter is majority bots, gpt influence
| accounts
|
| You are writing fan-fiction, not making an argument.
| godmode2019 wrote:
| Most of social media is PR companies running bot farms, this
| has been the case for many years. Especially around African
| elections (well studied) or large social issues ( Johnny deep
| court case )
|
| My country is notability bad they close the comment section
| so real accounts can't out comment the bot accounts, our
| government has social media influence programmers running
| this, people I know. ( small country )
|
| They use gpt 2 to generate around 100 curated comments for
| each news article, You can typically tell by going into their
| account and seeing when they joined and friend count ect.
| However recently they started hiring normal people to
| comment.
|
| This has been the PR industry for at least 4 years.
| jungle2jungle wrote:
| You have provided no evidence.
| godmode2019 wrote:
| https://www.skynettoday.com/overviews/misinfo
|
| "There has been a 150% increase in countries using
| organised social media manipulation campaigns over the
| last two years." [University of Oxford]
|
| https://www.newstalkzb.co.nz/news/entertainment/amber-
| heard-...
|
| "A new survey has proved a large number of Amber Heard's
| Twitter support is coming from "fake" accounts."
|
| https://www.news.com.au/entertainment/celebrity-
| life/large-p...
|
| "Nearly 11 per cent of all Twitter accounts participating
| in discourse surrounding Johnny Depp's defamation trial"
|
| https://democracyinafrica.org/cambridge-analytica-africa-
| kno...
|
| https://m.dw.com/en/dictators-in-africa-using-social-
| media-t...
| godmode2019 wrote:
| Their was a guy on here a few weeks ago that made 10% of all
| comments on 4chan using three bot accounts over the span of a
| month, running gpt-j fine tuned.
|
| You need so remarkably few people/PR agencies to outnumber
| active humans.
|
| Its such a problem creating a social media account is
| actually quite hard, often you need a phone number and a
| separate IP address.
| jungle2jungle wrote:
| You have provided no evidence.
| godmode2019 wrote:
| https://www.firstpost.com/tech/news-analysis/researchers-
| fin...
|
| Honestly this is such a common thing in PR it's silly
| posting more examples, for social issues and elections
| most content is bots.
|
| The only thing new is gpt which allows huge scale.
|
| Where groups like this
|
| https://en.m.wikipedia.org/wiki/50_Cent_Party
|
| No longer have to hire people to make comments they can
| just shotgun influence with GPT type language models.
|
| This video is has pretty good sources
|
| https://m.youtube.com/watch?v=Xl0TrA8oXXo
|
| It only talks about politics, but the same campaigns
| exist for other topics like reputation management and
| social issues.
| jungle2jungle wrote:
| > https://www.firstpost.com/tech/news-
| analysis/researchers-fin...
|
| This doesn't say anything about the concentration or
| percentage of bots on Twitter.
|
| > https://en.m.wikipedia.org/wiki/50_Cent_Party
|
| Neither does this.
|
| > https://www.youtube.com/watch?app=desktop&v=Xl0TrA8oXXo
|
| Nor this. Nobody said bots aren't on twitter. What's
| under discussion is whether or not the bots make up a
| large percentage of users on twitter.
|
| > Honestly this is such a common thing in PR it's silly
| posting more examples That's kind of hand-wavey. I'd
| appreciate more examples.
| pea wrote:
| In this sort of deal, is it common for the buyer (or whoever is
| leveraging them) to purchase some sort of hedge to protect
| themselves from the stock price diving during the DD or legal
| process? For instance, if I agree to buy company for $X but buy
| LEAPS to protect me if it dips below X*0.75.
| Animats wrote:
| Tesla needs to focus. Two major assembly plants are down for line
| rework because the line runs too slowly. The battery factories
| are behind schedule. Solar roof installations are way under goal,
| despite high energy prices. "Self driving" is a flop. And
| whatever happened to the Cybertruck?
|
| Tesla is a car company. They need to focus on making cars.
| They're past the startup stage. To grow into that bloated market
| cap, they need to make a _lot_ more cars. Production. That dull
| and boring stuff Detroit and Toyota do well.
| frollo wrote:
| > Tesla is a car company.
|
| Tesla is a very complex financial operation which, sometimes,
| sells some cars. From Musk's point of view it's working exactly
| as planned.
| toast0 wrote:
| >> Tesla is a car company.
|
| > Tesla is a very complex financial operation which,
| sometimes, sells some cars.
|
| That's not that unique, my understanding is most of the major
| car companies are primarily in the business of auto
| financing, but they make cars to give people something to
| finance.
| perardi wrote:
| I am not entirely sure where that comes from.
|
| Let's take a look at GM, as those numbers are readily
| available.
|
| GM Financial: $13.419 billion in 2021 GM: $127 billion in
| 2021 https://en.wikipedia.org/wiki/GM_Financial
|
| Seems to be a lot more revenue coming from the cars than
| the financing...
| cot6mur3 wrote:
| True, but the Net Income numbers ($3.8 billion from GM
| Financial, $9.9 billion at all of GM) are a lot closer.
| Looks like 38% of GM Net Income is earned by GM
| Financial?
| beeboop wrote:
| Can you provide the detailed schedule for battery factories?
| Can you provide the communications that show the lines are
| running too slowly? Can you provide the development roadmap for
| self driving to demonstrate it's ceasing to have progress? Can
| you provide evidence that the equipment in Giga Factory in
| Austin that's installed and ready to build the cyber trunk
| isn't going to be used for that?
| Animats wrote:
| Yes, but there is a service charge for doing homework.
| leroy_masochist wrote:
| So he _does_ know how to pull out...
| [deleted]
| yalogin wrote:
| This was never in doubt. He made a foolish decision to buy
| Twitter with his stock and then immediately regretted it the
| moment the stock market tanked. Tesla itself went down by a lot
| and it made it almost impossible for him to finance it. He wanted
| out and made up reasons. Twitter will try to enforce the purchase
| agreement. It will be interesting to follow this case.
| paulpauper wrote:
| lol
|
| _Ms. Gadde:_
|
| sounds like William Gaddis, one of whose novels involves
| fictitious lawsuits
| LAC-Tech wrote:
| Probably for the best.
|
| The only way I was going back to twitter was if Musk took over,
| took decisive action, and it stopped being a left wing echo-
| chamber.
|
| But wasting more of my life on social media is not a net
| positive.
|
| So overall I'm glad, I can continue to ignore twitter exists
| except when people occasionally link a tweet (which half the time
| I regret clicking anyway).
| jungle2jungle wrote:
| So you _want_ to give the richest man in the world _more_
| control over the flow of information?
|
| I've always though it better to avoid massive concentrations of
| power, but that's just me.
| LAC-Tech wrote:
| I mean there's no point me joining a platform like twitter
| where I'm plainly not welcome. Musk might have changed that.
| jungle2jungle wrote:
| So you want to rejoin twitter, and the best way to make
| that a possibility is to concentrate more power around the
| richest person in the world?
| LAC-Tech wrote:
| I dunno how many different ways I can explain this.
|
| - Twitter is a left wing echo chamber
|
| - I thought Elon might have changed that
|
| - He didn't end up buying it, moot point
|
| - So I'm not on there.
|
| How rich he is or isn't was irrelevant in my calculus.
| jungle2jungle wrote:
| So you only care about rejoining twitter, and not what
| happens to other people?
| cozzyd wrote:
| Wow, this is almost as embarrassing as the Las Vegas Tunnel...
| gigatexal wrote:
| As soon as Tesla's stock started falling I knew this wasn't going
| to happen. But from everything I've read the agreement is iron
| clad, Elon waived diligence, and he's on the hook for 45B.
|
| If I were Twitter I'd take my chances in court to sue him for
| everything I'm owed, the full 45B or something really close to
| it. At least they're due the breakup fee. Maybe they can 10x that
| for breach of contract.
|
| If this does go to court and the outcome is that the agreement is
| thrown out or something like that it will severely undermine the
| legally-binding nature of contracts and have all sorts of
| ramifications.
| mandeepj wrote:
| I'm not sure why you guys have not noticed his patterns: he
| always jumps-on whatever the hottest current topic is - whether
| kids stuck in a cave in Thailand, Ukraine war (making fun of
| Putin by inviting him to a fist fight), Twitter ( was active due
| to leadership changes; in-general the app is popular). His idea
| is - by staying in news, he's driving PR for Tesla. He's acting
| as a brand machine for himself and his companies.
|
| Besides all his, he has no regard, empathy for his employees -
| the real people who made him, who he is. What an irony!
| jl6 wrote:
| What a ridiculous waste of time and energy for someone who should
| have better things to do. What part of his solar/EV/Mars vision
| was dependent on him owning Twitter? I hope he makes a swift and
| clean exit from this mess, but with enough bruises to teach him a
| lesson.
| sharken wrote:
| Seems like there is only one loose end left: will he or will he
| not avoid the 1B penalty for backing out.
|
| How that goes is anyone's guess.
| MBCook wrote:
| Not, plus additional penalties. See:
|
| https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-awa...
| p2pai wrote:
| What is most surprising about this, is that he had built up a
| significant percent ownership before the offer.
| cjbgkagh wrote:
| It's been amusing to see the flip from people saying Musk can't
| buy Twitter to Musk must buy Twitter.
|
| Buying Twitter the way Musk did right before the most telegraphed
| recession in modern history was colossal stupidity. I have no
| insight to Musks liquidity, but if Twitter is able to force him
| to complete the sale in the middle of a raging recession then how
| much of his empire would be diminished by forced liquidations.
| And was this decision made so he could promote Shivon to CEO of
| Twitter? That could make it the most expensive (including the
| cascade of losses due to liquidation) gift to a mistress (?) in
| human history.
|
| But Musk has a habit of escaping justice (see 'pedo' case which
| was egregious) and I have a feeling there would be little
| appetite to damage his empire due to the job losses it would
| cause, especially in a recession.
| postmeta wrote:
| What happened to the poison pill strategy to keep him from
| buying it?
| scoopertrooper wrote:
| A moderate breeze came along and the Twitter board gave up on
| it after about an hour.
| carvking wrote:
| literally literally laughing out loud :)
| Etheryte wrote:
| The point of a poison pill isn't to prevent a takeover, it's
| to prevent a _hostile_ takeover. It's standard practice and
| once you've ensured the takeover will be fair to all
| shareholders, as is your duty as the board, there's no more
| need for it.
| diob wrote:
| Why would it cause job losses? Wouldn't others be able to hire
| due to the money transferring to them?
| orlp wrote:
| Trickle-down economics has consistently shown to be a failed
| hypothesis.
| dmix wrote:
| It's a good thing that was invented by a comedian and not
| an economist (easier to refute it that way).
|
| > "'Trickle down' has been a characterization and rejection
| of what somebody else supposedly believed." But "no
| recognized economist of any school of thought has ever had
| any such theory or made any such proposal. It is a straw
| man. It cannot be found in even the most voluminous and
| learned histories of economic theories."
| BolexNOLA wrote:
| One of the things I like most about HN is that, by and
| large, people tend to assume at least a fair or
| reasonable interpretation of others' arguments.
|
| In your case, you're trying to drill down on a semantics
| issue to discredit this guy. It is reasonable to assume
| most people on HN know that "trickle down" economics is
| "supply side" economics. Just like when people say
| "Obamacare" instead of "the ACA" and everyone knows
| what's being said.
|
| In both cases yes, the moniker is generally seen as a
| critique on its own, but to act as if that person is
| incorrect or "using the wrong term" is disingenuous at
| best.
| dmix wrote:
| I don't think anyone would care if they used "Reagonmics"
| instead, or something like Obamacare, those are more
| usefully descriptive than partisan.
|
| Regardless using a term that purposefully misrepresents
| the economics behind it is not a good way to start any
| online discussion or make a critique. And if it's not
| purposeful then is just demonstrates a poor grasp of the
| concept.
|
| Why else would people take issue with it so often? I've
| seen that term discredited on HN many times, I'm not the
| first.
| BolexNOLA wrote:
| >Obamacare, those are more usefully descriptive than
| partisan
|
| Obamacare is pretty partisan, but at the very least meant
| as a derogatory name. It's definitely not primarily
| descriptive. It's also a callback to "Hillarycare."
| p1necone wrote:
| > Supply-side economics has consistently shown to be a
| failed hypothesis.
|
| There, fixed it for you. Happy now?
| dmix wrote:
| Yes, thanks
| cjbgkagh wrote:
| Theoretically yes, but that's not how courts view it.
| ilikeitdark wrote:
| The dude is funny, gotta give him at least that.
| paxys wrote:
| This was obvious from the moment he brought up the fake accounts
| problem.
|
| The stock market (especially tech) tanked, other investors
| started having cold feet, and he realized his purchase was a
| mistake.
|
| It is bizarre though that Twitter leadership/board continued to
| engage with him on the matter - even handing him internal data to
| analyze - expecting a good faith resolution. Nothing Musk has
| done in the last few months has been in good faith. You either
| lawyer up and force him to stick to the agreement, or take the
| loss and move on. Appeasement isn't going to work.
| PKop wrote:
| They wanted to cash out of a declining position as much as he
| wanted to renege on the deal... he was overpaying at that
| point, why wouldn't they want to sell?
| hackernewds wrote:
| The internal data grant could be so Elon has no defense when
| Twitter is ultimately gonna sue him next. It's coming
| [deleted]
| camjohnson26 wrote:
| Bad faith has been Musk's MO since the beginning. He even
| deliberately crashed Martin Eberhard's roadster (allegedly,
| Tesla claims it was an accident.) https://jalopnik.com/tesla-
| co-founder-eberhard-sues-elon-mus...
| hackernewds wrote:
| Most forget that Elon did not found or invent Tesla
| trixie_ wrote:
| Most realize it doesn't matter who founded it. Elon is the
| reason it is successful.
| random314 wrote:
| Reasonable people can disagree with this thesis.
| sumedh wrote:
| What is the counter argument?
| loeg wrote:
| I'm not arguing it one way or the other, but the obvious
| counter is "Tesla's success was orthogonal to, or in
| spite of, Musk."
| marvin wrote:
| You'd have to provide some pretty compelling reasoning to
| support that Tesla is successful _in spite of_ Musk; i.e.
| that without him, its market cap today would be _higher_
| than 780 billion dollars.
|
| Even discounting all other data, Tesla avoided bankruptcy
| in 2008 only because Musk tricked a key investor into
| believing that he could personally finance their
| investment round if the other investors didn't sign.
|
| You'd have a hard time tracking down a single eligible
| CEO who could play that role in 2008, let alone get them
| in a position to actually be with Tesla at the time. And
| this is only a single example of a pivotal moment during
| Tesla's history that hinges on Musk.
|
| Without Musk then, no Tesla today.
| inerte wrote:
| They gave the data because if they didn't that's a valid reason
| for Musk to walk out of the deal. The bots are not.
| Inu wrote:
| >Nothing Musk has done in the last few months has been in good
| faith.
|
| Isn't this itself arguing in bad faith? It's fundamentally
| speculative to make claims about his intentions.
| loeg wrote:
| No; Musk has demonstrated with his actions that he is a liar
| and his word means little. You could look at his "taking
| Tesla private at $420; funding secured" tweet, or his late
| SEC filing for his large ownership stake in Twitter where he
| claimed to be a passive investor days before making this
| offer, or any number of prior examples. If you assume good
| faith from Musk at this point, you are a fool.
| giaour wrote:
| That's not what "bad faith" means. If GP didn't care if their
| statement were true but just said it to make Musk look bad,
| then it would be in bad faith.
|
| Musk has been very publicly coy about his intentions for
| several months, so it's hard _not_ to have an opinion at this
| point. Just because that opinion may be wrong doesn 't mean
| it's offered in bad faith.
| bindle8932 wrote:
| Musk has lied repeatedly in public, so it's difficult to
| assume good faith from him.
| [deleted]
| cormacrelf wrote:
| It's because they want him to pay the agreed price. It is an
| extremely good deal for the shareholders now, so they are
| behaving perfectly rationally. And they can possibly force him
| to.
| paxys wrote:
| Yes but it was clear (to all outside observers, not the board
| apparently) that Musk never intended to pay the agreed price.
| He was just collecting enough material from them to justify
| his breach, and fake users was a smokescreen. Their response
| to any questions/statements about fake users should have been
| the equivalent of "you signed the agreement, now stick to it"
| not "let's work together and resolve your issues".
| redeeman wrote:
| are you saying it is 100% impossible that there really is
| way more than 5% of daily active users being bots? unless
| you have some information here, it seems like a fairly big
| claim to make? if elon musk thinks 20% is bots, that is a
| very different thing than <=5%, would you not agree?
| pclmulqdq wrote:
| Everyone talking about this claim drops the important
| word. Less than 5% of _monetizable_ daily active users
| are bots. A non-monetizable user can exist and many do:
| people with ad blockers, people using third party Twitter
| clients, and people using APIs to interact with Twitter.
| Bot accounts are very likely to not be counted as
| monetizable daily active uers.
| redeeman wrote:
| wouldnt a bot user by definition not be monetizable? I
| dont think this is what it is about at all, it makes no
| sense? They public a count of daily active users, this
| includes bots. The amount of those daily active users is
| very important
| philosopher1234 wrote:
| That's not how i remember the last HN discussion on this
| elliekelly wrote:
| I'm not terribly familiar with the specifics of the deal
| but IIRC there's a penalty clause that's dependent on _who_
| , ultimately, backs out of the deal. It seems like Musk is
| angling to get Twitter to pull out and Twitter is doing
| everything they can to engage with Musk's requests in "good
| faith" so he can't claim Twitter has constructively backed
| out-- a bit of M&A malicious compliance/a game of chicken,
| I believe.
| soneca wrote:
| They said "let's work together " precisely to be able to
| sue and increase their chances of win for acting in good
| faith.
| cormacrelf wrote:
| So? What does twitter care whether he intended to do it? He
| agreed to! And they can still force him to do it. So even
| if he drags out the litigation, they still have a strong
| position to negotiate a settlement for somewhere between 1
| and 40 billion. Free money for his stupidity.
| asah wrote:
| In fact they have a fiduciary responsibility to pursue this.
| ergocoder wrote:
| People keep saying this... But twitter board accepts the
| very first offer from Musk.
|
| Who does that in a business negotiation?
| cma wrote:
| >But twitter board accepts the very first offer from
| Musk.
|
| Is this true?
|
| From here it seems to have gone up for $43 billion to $44
| billion somehow after the initial offer:
|
| https://en.wikipedia.org/wiki/Proposed_acquisition_of_Twi
| tte...
|
| I'm not sure if that is because of a modified offer, or
| the offer was based on some benchmark that had dropped
| (he already had a large portion of Twitter's shares).
|
| Also between April 14th when he initially made an initial
| offer and April 25th when they accepted one, the bottom
| had started falling out. Facebook, in the same sector had
| dropped by around 10%, so by the time they accepted it
| was much more attractive.
|
| Musk seems to have timed the offer and the initial
| separate share purchase all horribly wrong.
| jaidhyani wrote:
| Someone who's being offered $10 for a $5 bill.
| ergocoder wrote:
| You would try to get $12 at least before accepting $10.
| diob wrote:
| From what I've read, they're obligated to accept that
| sort of offer for their shareholders.
| ergocoder wrote:
| Aren't they obligated to negotiate for a higher price? At
| least, they should try.
|
| Who the heck doesn't negotiate?
|
| How is no negotiation the best strategy?
| gnulinux wrote:
| Hmm this might be hard for you to believe but I've never
| negotiated in my life. I always accept asked price.
| Didn't realize this is not the norm. This is _not_ in
| business context though.
| ergocoder wrote:
| You are not running a $30b company.
|
| At work, I was involved in a deal with a large company.
| The numbers are back and forth like 10 times with adds-on
| and discounts. It's just standard stuff.
| astrange wrote:
| They're not obligated to; boards can pretty much do
| whatever they want.
|
| However, Twitter's board doesn't use Twitter and doesn't
| actually seem to care about it at all, so they're not
| exactly going to claim to shareholders they can run it
| better than an offer that much above its current value.
| anticensor wrote:
| > Twitter's board doesn't use Twitter
|
| [citation needed]
| jiggyjace wrote:
| Have you read the termination letter? The letter was sent by
| Elon's lawyers working with Twitter's lawyers according to the
| merger terms they had all agreed to. Why shouldn't they have
| expected a "good faith resolution"? A termination can still be
| made in M&A under good faith.
| paxys wrote:
| Where did you get the "working with Twitter's lawyers" part?
| This letter is sent _to_ Twitter 's lawyers informing them
| that Musk is terminating the agreement.
| betwixthewires wrote:
| They helped craft the agreement, according to Musk, twitter
| is violating the agreement which is grounds for termination
| as per the agreement.
|
| I'm not going to pretend to know who's right or how this
| will play out legally, but Twitter's lawyers did
| participate in the creation of the agreement and therefore
| the current state of affairs.
| ImPostingOnHN wrote:
| I think you're getting downvoted because it's apparent
| that musk's naked assertions are untrustworthy, given his
| track record of being untrustworthy and making
| untrustworthy statements, so it isn't even worth
| considering the possibility the claims are true unless he
| actually brings some evidence to the table
| betwixthewires wrote:
| I don't care about votes. This isn't reddit. I just have
| discussions on this site and that's all I care about.
|
| But on the topic, I think I'm getting down voted as an
| emotional reaction. I clearly said I don't want to
| pretend to know if he's legally right or not, a position
| which if most of us are being honest we should all be
| taking. But people aren't taking that position and
| they're reacting emotionally to words they don't want to
| hear. All I've said in the above comment was that
| Twitters lawyers did indeed contribute to the current
| state of affairs when they participated in the creation
| of the agreement in question. This is true by definition.
| ImPostingOnHN wrote:
| sorry, I didn't mean to refocus the discussion to voting
| itself, the focus should be on the fact that elon is
| extremely untrustworthy and thus his bare assertions are
| worthless and not worth considering absent any evidence
|
| I mean, yeah, twitter's lawyers were definitely involved
| in drafting up the contract between twitter and elon, but
| that doesn't really have any bearing on elon regretting
| signing that contract which mandates his closing the deal
| -- sucks to be him
| jmull wrote:
| Maybe there are some downvotes because this branch of the
| discussion was about whether Musk and Twitter's lawyers
| worked together on the termination letter and you seem to
| have shifted to whether they worked together on the
| agreement?
| betwixthewires wrote:
| Maybe.
| notyourwork wrote:
| Or maybe you're wrong. Maybe.
| betwixthewires wrote:
| About what?
| [deleted]
| Wowfunhappy wrote:
| Presumably, if Twitter goes out of their way to demonstrate
| good faith towards Musk, it will benefit any potential legal
| cases in the future.
| gkoberger wrote:
| This was always going to be how it ended.
|
| Elon got what he wanted. Everyone on his side now thinks he's a
| bastion of free speech, and he can forever say "If I owned
| Twitter, I would have...". And he gets the credit he wants
| without having to actually do anything.
|
| Twitter got what they wanted. They didn't want Elon to own the
| company, but they also couldn't ignore the offer. So they called
| his bluff. They would have ended up with a world of pain if they
| didn't accept the offer, but nobody at Twitter wanted it to
| close. And now they'll be able to sue Elon and get the upper
| hand.
|
| Both sides got what they wanted here. I just wish it didn't have
| to distract all of us so a few rich people could mutually level
| up.
| bogomipz wrote:
| >'Everyone on his side now thinks he's a bastion of free
| speech, and he can forever say "If I owned Twitter, I would
| have...".'
|
| Doesn't he kind of forfeit that bragging right if he tries to
| walk away from the deal though?
|
| >"Twitter got what they wanted. They didn't want Elon to own
| the company, but they also couldn't ignore the offer."
|
| What happens to their stock price after this though if this
| deal doesn't happen? Hasn't it basically been flat or trending
| down for some time before this current situation? Doesn't
| Twitter still have all the same problems they had before this
| current circus started?
|
| Also is there a possibility that if that deal doesn't happen
| there becomes a bigger spotlight on Twitter's future filings in
| regards to their quoted percentage of "fake or spam accounts on
| Twitter's platform"?
| mikkergp wrote:
| > Doesn't he kind of forfeit that bragging right if he tries
| to walk away from the deal though?
|
| I actually don't think so, he gets it more because "liberal
| big tech tried to screw him and he was smart enough to walk
| away"
| frollo wrote:
| > Doesn't he kind of forfeit that bragging right if he tries
| to walk away from the deal though?
|
| Look at this thread, you'll find enough of his fan calling
| this a victory because it will expose how corrupt Twitter is
| or whatever. Reason, common sense and the frigging obvious
| don't have a grip in their minds.
| swlkr wrote:
| I wonder if similar to dogecoin, bitcoin, and hyper loop before
| it, if this was just marketing
| xbmcuser wrote:
| To me Musk is trying to get out of the deal while at the same
| time twitter owners know they found a great patsy so they are
| unwilling to release real numbers.
| DoneWithAllThat wrote:
| Well that's certainly an editorialized title.
| minimaxir wrote:
| > and this is why nobody should be reporting it as "Elon Musk
| ends Twitter deal." Musk is TRYING to back out of the deal, but
| Twitter plans to try and enforce the merger agreement. The
| battle begins
|
| https://twitter.com/tomwarren/status/1545527519008509952
| gfodor wrote:
| The market crashed to hell and it makes no sense to close on a
| ~50% markup when the penalty is at most $1B. It seems kind of
| obvious to me he's angling to get a nice discount and close,
| since he has almost all the leverage (the shareholders are going
| to sue the board if they end up having their stock directly
| exposed to the radioactive hellscape that is the equities
| market.)
| roflyear wrote:
| That's musk's fault. He signed a contract.
| danielmarkbruce wrote:
| This is all wrong. The penalty is at most $44 bill. Maybe more.
| Hasu wrote:
| > when the penalty is at most $1B
|
| This isn't correct. People keep saying this, but it's not true.
| $1B is the penalty if Musk can't get financing. He has
| financing. He has no escape clause now, and this is a
| transparent and frankly pathetically weak attempt to get out of
| the deal. If he gets out at all, it will be at a much higher
| price than $1B.
|
| > It seems kind of obvious to me he's angling to get a nice
| discount and close, since he has almost all the leverage
|
| He really doesn't. He signed a binding agreement to purchase
| Twitter at $54.20/share and none of the excuses he put in this
| termination notice hold water. The Twitter board has every
| right and incentive to sue him for specific performance and
| that's exactly what they're doing. They are in the legal right
| and have a great chance of winning.
| lettergram wrote:
| His financiers were the ones requesting validation. At this
| point it appears they pulled financing as the conditions
| weren't met.
| foepys wrote:
| Musk has enough Tesla shares he can sell. When in doubt he
| can also sell his share of SpaceX.
| adastra22 wrote:
| He would sell Tesla before SpaceX.
| Hasu wrote:
| Source? As far as I know his financiers committed on the
| same terms he did and neither he or they have any right to
| demand proof about Twitter's user information. You say "it
| appears" which sounds like speculation.
| [deleted]
| adrr wrote:
| Twitter is going to be the downfall of Elon. I don't understand
| is fascination with it. It's a big distraction and he alienates a
| certain percentage of his customers for Tesla.
| DoneWithAllThat wrote:
| How exactly would it result in his downfall? Do you think the
| terminally online even buy Teslas, or use Starlink, or, you
| know, shoot rockets into space?
| dathinab wrote:
| yes, yes, no
| adrr wrote:
| His tweets are shared on the news. Like when he accused
| Thailand diver of being a pedophile.
| beeboop wrote:
| Thanks you just finished my HN-thread-about-Elon bingo
| card.
| ImPostingOnHN wrote:
| in this imaginary bingo game you invented to avoid
| discussing elon's failings, are you playing all alone, or
| are you also imagining that you have friends there?
| decebalus1 wrote:
| and you just finished mine
| whimsicalism wrote:
| > Do you think the terminally online even buy Teslas,
|
| Absolutely yes
| dkjaudyeqooe wrote:
| Elon is going to be the downfall of Elon.
|
| Trying to buy Twitter is just a symptom.
| usefulcat wrote:
| Ego is the problem. The Twitter habit is but a symptom.
| dathinab wrote:
| Because a non small part of his success is based on portraying
| himself as a form of real world tony stark, mainly over
| twitter.
|
| Without that he wouldn't have gotten nearly anywhere close to
| where he ended up.
|
| Because for a lot of his ventures he used that image to collect
| way more money then the company would normally had gotten and
| the used the additional money to try to beat the completion
| enough so that the investors won't complain even through the
| company didn't reach to promised (and often outright absurd)
| goal anywhere close in time/at all.
| notahacker wrote:
| I can believe he used some of that logic to justify the
| decision to bid for it...
|
| But in reality his ventures collect way more money than
| companies of those types normally get because he hit home
| runs in the early internet era, then started tackling some
| incredibly ambitious hardware engineering problems and built
| companies that actually started to solve them, complete with
| an exciting thesis about them being all being linked to Mars
| colonies. That's where the "Tony Stark" reputation comes from
| and why people bothered following him on Twitter in the first
| place.
|
| Sure, some retail investors follow him on Twitter and end up
| buying his stocks (or some random crypto thing he has no
| financial connection with but thinks is funny...) because
| they think he's great, but if the difference _actually
| owning_ the platform makes to his ability to raise capital
| isn 't absolute zero, it's closer to zero than $44B. And not
| necessarily positive, because owning Twitter doesn't make
| batteries cheaper or ease the technical and regulatory
| challenges of self driving or LEO mesh networks, but it would
| take up a lot of his time and resources.
| Flankk wrote:
| Tony Stark from the comic books was based on Howard Hughes.
| When they developed the character for film, they used Elon
| Musk as inspiration for the character. So you have it
| backwards, Elon was even in Iron Man 2. Most of his PR stunts
| make the news so I don't think Twitter makes much difference.
| mustyouremember wrote:
| Really? I guess I'd believe it. He was a wealthy aircraft
| designer / Hollywood A-lister.
|
| Fun fact about Howard Hughes, he once crashed a biplane
| during the filming of a movie he was directing. (One of
| four airplane crashes he experienced)
|
| The stunt pilots had all refused to try the maneuver he
| wanted to do, so he hopped into the plane, took off, and
| did exactly what they anticipated.
|
| It's not clear whether he was pulled from the wreckage or
| found in a nearby hangar after walking away from it, but he
| survived and finished the movie, which made a loss despite
| being the top-grossing film of 1930.
|
| Celebrities, eh?
|
| https://en.wikipedia.org/wiki/Hell%27s_Angels_(film)
| adastra22 wrote:
| Robert Downey Jr Met musk to prepare for the role. His
| portrayal is definitely based on Musk, not the other way
| around.
|
| Still helps Musk.
| eatsyourtacos wrote:
| >I don't understand is fascination with it
|
| I think it's simple.. he is insanely egotistical. He thinks he
| is some super genius. I'm not saying he's not a smart guy, but
| he was able to benefit from the early dot-com era mostly
| because of timing- he happen to be a smart guy at the right age
| of tech when it was much "easier". There are millions of people
| who are really smart and work in tech but it's not like they
| can just magically make an insane amount of money like early
| on.
|
| He thinks because he is the richest person in the world that he
| has also worked the most and is the smartest. Both are
| extremely far from reality- but you can't convince someone of
| him like that.
|
| Anyway- my point is he loves being able to just post a tweet
| and have however many people read it and talk about it. Similar
| to someone like Trump- they just love all the attention to an
| _insane_ amount, and unfortunately technology makes that
| possible these days.
| [deleted]
| [deleted]
| tick_tock_tick wrote:
| I'm super excited for this to go to court. If nothing else we've
| known Twitter has massive internal issue on how it polices
| content, reports number, bans people, etc. The leaks out of this
| case are going to be so juicy.
|
| Hopefully they are bad enough we could get real legislation that
| if you want protection from user generated content you can't just
| ban whatever you feel like.
| drclau wrote:
| I'm curious if Twitter will kick Elon Musk off the network.
| chernevik wrote:
| The filed letter
| (https://www.sec.gov/Archives/edgar/data/1418091/000110465922...)
| isn't the knockdown argument I would be expecting.
|
| Musk is saying, you haven't demonstrated your numbers are
| accurate. But having signed the merger agreement and waived due
| diligence, I think he needs to demonstrate that they are _not_
| accurate. Complaining Twitter rate-limited his API access (which
| would be very foolish on their part) or that their bot
| measurement standards are "arbitrary" doesn't seem to get there.
|
| The letter complains that Musk asked for data allowing him to
| "independently verify Twitter's representations regarding the
| number of mDAU" -- but where does the agreement provide for that
| verification as a condition of the deal? Maybe Twitter didn't
| provide sufficient information for Musk to "independently verify"
| that number -- that means nothing without showing Twitter had a
| duty to provide that information, or that Musk had a right to his
| own verification. (Any lawyer agreeing to the other side's
| verification of such a thing probably isn't a very good lawyer.)
|
| The last paragraph, complaining about firings and hiring freezes
| and departures, seems positively desperate. Who seriously cares
| about this stuff?
|
| "I relied on your numbers but now they seem soft" is different
| than "I relied on your numbers but now they are clearly wrong".
|
| I have enormous respect for his engineering and business skills,
| he's accomplished some remarkable things. But he doesn't seem so
| great as a dealmaker. Perhaps he's badly advised, but hey, he
| chose his advisors.
|
| I would think Twitter will sue for specific performance, and they
| probably have a case. And Musk is liable for their full market
| cap, and any trial would depend on a legal team that has a hard
| time writing a clear letter. I think Musk is in trouble here.
| pavlov wrote:
| _> The last paragraph, complaining about firings and hiring
| freezes and departures, seems positively desperate._
|
| This one comes across as particularly specious.
|
| So Musk is complaining that Twitter has been failing its
| obligation to "conduct its business in the ordinary course" by
| firing some people and slowing hiring.
|
| But there's a global slowdown going on! If Twitter hadn't taken
| these actions, he would be complaining about the opposite: that
| by not cutting costs, Twitter would be failing to conduct its
| business in the ordinary course in the current circumstances.
|
| There's a reason why US courts have a very high bar for M&A
| buyers' cold feet. They don't want to be arbitrating this kind
| of ridiculous arguments.
| [deleted]
| notyourwork wrote:
| > have enormous respect for his engineering and business skills
|
| I don't
| np1810 wrote:
| Well, here's the tweet from Bret Taylor (chair of the board at
| Twitter)...
|
| https://mobile.twitter.com/btaylor/status/154552608708969676...
|
| > "The Twitter Board is committed to closing the transaction on
| the price and terms agreed upon with Mr. Musk and plans to
| pursue legal action to enforce the merger agreement. We are
| confident we will prevail in the Delaware Court of Chancery."
| imdsm wrote:
| mDAU being monetizable daily active users for those who are
| wondering
| hef19898 wrote:
| The m seems to be key, if a bot can be mobetized that bot
| isn't a problem.
| StopHammoTime wrote:
| During a merger, discovery is absolutely a right the purchasing
| side has. The target company should open its books, your
| assumption about them not disclosing is incorrect.
| thelamest wrote:
| No it's not. See e.g.
| https://twitter.com/matt_levine/status/1545152093501227009,
| https://twitter.com/MorganRicks1/status/1545404990457536512.
| In what meaning are you even using the term?
| HillRat wrote:
| The problem for Musk is that he filed an offer letter, which
| is normally what you do _after_ due-dil, and there's nothing
| in that offer that gives him a way out without pulling the
| MAE card, which is a pretty weak reed to rely on (though his
| most recent filing gamely works as many angles as possible,
| as you'd expect from Skadden).
|
| The buyout offer was a ridiculous move that feels like it was
| predicated on hurt feelings over the board debacle, but it's
| not the Chancery Court's job to protect billionaires from
| themselves, and Musk is generally the sort of manager that
| the court casts as the bad guy in the little morality plays
| they make of cases. Doesn't mean they'll compel specific
| performance (I'm skeptical that an equity court is going to
| see that as the best option, not least because it's not clear
| to me Musk would have enough cash to operate the company if
| the sale went through under current market conditions), but I
| suspect that, after protracted negotiations and litigation,
| either the board will accept a modest haircut on the offer
| (again, due to market conditions), or the court will award
| liquidated damages ($1bn) plus possibly some additional
| damages if Twitter wants to argue that Musk violated the
| confidentiality and nondisparagement provisions of the deal.
| (If the former, I suspect that we'll see a bunch of strike
| suits from aggrieved shareholders land in court anyway, so
| buckle up for a lot of litigation regardless.)
| [deleted]
| shuckles wrote:
| Twitter has already said they'll sue for specific performance:
| https://twitter.com/btaylor/status/1545526087089696768
| elliekelly wrote:
| My heart sank when I read your comment: why on earth would
| the board sue for specific performance!? But my reading of
| the statement in the tweet is that they plan to sue for
| enforcement of _the agreement_ which I believe means paying
| the agreed-upon penalty for backing out of the deal. I don't
| at all read that statement as a plan to seek specific
| performance.
| kgermino wrote:
| It's not a penalty for backing out of the deal, it's
| compensation if his financing falls through. Musk doesn't
| have a discretionary out here.
| howinteresting wrote:
| The agreed-upon penalty is when both sides mutually back
| out of the deal. But right now Twitter's board thinks it
| can get a lot more out of Musk than just $1B, and my
| understanding is that the board is likely correct.
| tptacek wrote:
| Twitter will sue for specific performance because (a)
| they're entitled to it and (b) it's worth substantially
| more than the reverse breakup fee.
| JauntTrooper wrote:
| Twitter has a binding agreement to get its shareholders
| cash at a price that's nearly 50% higher than todays
| closing price, a value that the board concluded was
| superior to their standalone prospects and other
| alternatives. Why wouldn't they enforce the agreement and
| close the deal?
| jimmydorry wrote:
| Because it will takes years to enforce and in the
| meantime Twitter will have bad headlines and huge
| operational challenges? At best, they are likely to get
| the break-up clause which would not offset the damage
| such legal proceedings would cause over the duration of
| XX months.
| rocqua wrote:
| Running Twitter into the ground for 50 a share sounds
| like a great deal for shareholders. Heck, given the
| cesspool that Twitter is, it might even be good for
| society.
|
| It would suck for Musk and his financers, but they have a
| simple alternative: stick to the agreement they signed.
| It's not like the risks of merger agreements are unknown.
| And the waiving of due diligence wasn't a minor, easy to
| miss, point either.
|
| Musk wants to back out because of price. He cannot, and
| he is throwing the equivalent of a tantrum.
|
| I do hope this doesn't end up with Musk losing control of
| spaceX. Some actual quality is comming out of there.
| DoesntMatter22 wrote:
| He's not going to have to buy twitter, it's that simple.
| He has multiple avenues of getting out of it.
| Cederfjard wrote:
| Such as?
| hef19898 wrote:
| Settling for an amount between his agreed upon
| acquisition price and the current market value, basically
| paying Twitter owners billions for nothing.
| edgyquant wrote:
| Doesn't seem like getting out of it to me
| rocqua wrote:
| The contract does not give many avenues. It is either a
| 'materially adverse effect', 'breaking a covenant', or
| not being able to get the loans he wanted lined up.
|
| -Materially adverse effects are not within play here. The
| threshold for that is really high.
|
| -The loans are committed. Banks have signed for the loan,
| and they can't get out of it.
|
| - That leaves the covenants. That is the main approach
| Musk is trying, but it is a stretch.
|
| The only other avenues to get out are:
|
| - Get Twitter to amend the contract - Ignore the contract
|
| Threatening to try the second (which would really suck
| for twitter, even if it almost certainly won't work)
| might be a way to get twitter to do the first. But I get
| the sense that the board feels they have a strong
| position. Moreover the board is likely getting a lot of
| pressure from shareholders to not give in to Musk.
| agrajag wrote:
| > closing the transaction on the price and terms agreed
| upon
|
| They're definitely suing for specific performance, and I'm
| not sure they really have any other option at this point.
| It would be by far in their best financial interest if they
| can force closing the sale, and Musk's objections seem
| really thin. Doing anything less than that is complete
| capitulation
|
| I can see them reaching a settlement to agree to cancel the
| deal with Musk if he agrees to pay a significant penalty
| ($5B+), or maybe agree to reduce the purchase price some,
| but why not sue for specific performance if you think
| you'll win?
| elliekelly wrote:
| Is his "financing secured"? It just seems like an
| incredible (and incredibly risky) long shot to me: a
| judge actually ordering a sale to an unwilling buyer (and
| _Musk_ , of all buyers!) is a long shot and the big banks
| going through with funding such a big deal to an
| _unwilling_ owner is a long shot. But _even_if_ both of
| those two unlikely things happen what happens when the
| judge orders specific performance and Musk just...
| doesn't? (Not usually a risk you have to factor in but
| with Musk I think this is absolutely a real possibility.
| Maybe even the most likely possibility.) Will they issue
| a warrant for his arrest? A daily fine for contempt? That
| would be the deal of the century for Musk.
|
| I don't know the right answer when you're dealing with a
| megalomaniac like Musk but I _really_ don't think
| specific performance is it.
|
| I am cautiously optimistic that whatever it is Musk is up
| to will eventually give rise to some cool new federal
| securities laws. Maybe even some new federal crimes! (Who
| am I kidding, a crime that only the wealthiest of the
| wealth would even be able to commit? Not in a million
| years!)
| admax88qqq wrote:
| Probably instead of arresting Musk they just sieze assets
| to cover the damages. His assets are mostly on paper
| anyways.
| chernevik wrote:
| Not a lawyer, but I expect that given a verdict a judge
| can and will attach assets to force compliance. The court
| could order Musk to sell Tesla shares to raise the
| necessary funds, and seize the shares to do so itself
| even if he won't.
| amluto wrote:
| I'm not a lawyer, and I suspect this gets into old and
| bizarre traditions of equity.
|
| But the damages for failure to perform may conceptually
| straightforward: the difference between TWTR's market cap
| and the deal price * number of outstanding shares. Which
| is over $10bn.
| gene91 wrote:
| But TWTR's market cap is and will be influenced by Musk's
| series of actions and announcements. Both parties would
| have to come up with a hypothetical number for how much
| TWTR is worth if Musk walks away without paying anything,
| and there's no way their estimates would come close.
| carnitine wrote:
| That's Musk's fault. The market cap will be calculated
| the way it would in any other scenario. You've just made
| up some weird rule that doesn't exist.
| humanwhosits wrote:
| > A daily fine for contempt?
|
| Probably a large one.
|
| But if Tesla shares tank, and the other investors bail
| out, perhaps he just doesn't mechanically have the funds
| to do so.
| rocqua wrote:
| I believe I have seen exponentially growing daily fines
| for contempt.
|
| Besides, you can jail people for contempt.
| hef19898 wrote:
| Worst case Musks tantrum over some tweet will tank Tesla,
| ruin himself and maybe even impact his other ventures.
| Basically he might just bring over himself what every
| shortseller predicted years ago would happen.
| lovich wrote:
| When normal people agree to spend more than they have
| that normally ends up in bankruptcy and liquidating most
| assets other than a few exceptions. Obviously that won't
| happen here because the rich have a different set of laws
| but on the surface he either has the assets to pay it off
| or would have to sell everything he had and start over
| rkagerer wrote:
| What specifically would prevent this?
| lovich wrote:
| De jure? Nothing, as written the law applies equally to
| all.
|
| De facto? Just observe how often the rich are convicted
| for their crimes. Even in the rare cases that they are
| jailed, the severity of the sentence is usually much
| lower than the common man. Look at Musk himself, he
| already agreed to not tweet about tesla without the
| boards approval in an agreement with the SEC to avoid
| punishment, then routinely ignored it and just fought
| them in court until he won. Our system allows for anyone
| with enough money to run out the clock until they either
| win, the other side gives up, or the situation no longer
| matters and the case is dropped.
| rot13xor wrote:
| Money lets you put weight on the scale to tip it in your
| favor, but it doesn't let you fully control the outcome.
| Especially because in this case Musk screwed over other
| rich people.
| lovich wrote:
| I'm being a little bit flippant here and I apologize in
| advance if it comes off as abrasive, but I think this
| image shows a good example of the difference between how
| regular people interact with the law, how the upper class
| interact with the law, and how the Uber wealthy like musk
| interact with the law[1].
|
| If you have what is effectively infinite money as far as
| the system is concerned, you can break through any
| barrier
|
| [1] https://qph.fs.quoracdn.net/main-
| qimg-954cf5204ca388a11909bb...
| brokenkebab2 wrote:
| Is there are some sort of stats to observe? Genuinely
| curious
| lovich wrote:
| If you are requesting stats to observe this then I
| believe you either need to start looking around more in
| how your society runs or you are sealioning[1] me.
|
| This is like asking for proof that the sky is blue.
| Perfectly acceptable in an academic context where the
| laws of physics are being defined at an extremely
| technical level. However if you're asking a question like
| this in the context of every day life, it's difficult to
| believe that you are asking in good faith.
|
| [1] https://en.m.wikipedia.org/wiki/Sealioning
| brokenkebab2 wrote:
| I'm asking in good faith, of course. You wrote "just
| observe how often", and "how often" is measurable. So
| there must be a record. I don't observe much crimes at
| all in my everyday life. Likely my life is not a good
| sample, but it just to point out to the obvious fact that
| what you belive to be an obvious fact may not be an
| obvious fact, but a political bias instead
| lovich wrote:
| "How often" as used in colloquial English is not
| measurable because colloquial English is not a technical
| language and this isn't a technical discussion.
|
| Finding examples of the rich getting away with crimes
| that regular people do not get away with is a simple
| google search away which is why you come off as
| sealioning.
|
| On the off chance that you are legitimately asking, here
| are a few examples
|
| [1]
| https://www.forbes.com/sites/clareoconnor/2014/06/09/s-c-
| joh...
|
| [2] https://en.m.wikipedia.org/wiki/Affluenza
|
| [3] musk agreeing to stop tweeting about tesla without
| board certification of the tweet and then doing so anyway
| edgyquant wrote:
| When you start arguing English instead of backing up
| claims it's time to admit you're talking out your ass
| lovich wrote:
| Don't agree, he made a claim on the intent of my words
| that does not exist. I'm not required to accept it just
| because you don't like defining terms.
|
| Additionally did you ignore the links I provided with
| evidence?
| edgyquant wrote:
| The links you provided weren't evidence to your claim of
| systemic corruption in the United States
| lovich wrote:
| K bud
| brokenkebab2 wrote:
| >"How often" as used in colloquial English is not
| measurable
|
| So what "observe how often" means then in your colloquial
| English?
|
| I legitimately asked about stats. On this forum I presume
| you know what it is, how it's different from anecdotes.
| And it makes your behavior look not particularly honest.
|
| You could have sincerely answer: "I have no data, but I
| have a gut geeling/impression" - that would spare you
| from wiggling around, and claiming that English is not to
| express facts.
| lovich wrote:
| Let me be clear here then, "how often" for me is any time
| the law protects the rich at an extent that the rest of
| the citizenry do not get.
|
| Did you ignore the links? The Johnson and Johnson heir is
| anecdata yea but the affluenza defense is an actual used
| in the court and accepted defense. I don't need stats in
| this case when I can point to a single legal precedent
| edgyquant wrote:
| No it isn't like asking for proof that the sky is blue.
| You are making an objectively false claim, that people
| toss it around all the time and/or you truly believe does
| not change that.
| lovich wrote:
| "Look how often" is a subjective English term people use
| to ask people to look at the situation and not an
| invitation to provide statistical analysis. Given that
| the rule of law is supposed to be applied equally I am
| pissed at even a single instance but here I provided you
| with both a link to a case where the protection due to
| their wealth was terrible in the magnitude of the
| protection and then a link to the legal defense admitted
| into court explicitly defining that they needed extra
| protection due to their wealth.
|
| But let's get to the heart of where I expect you to take
| this thread.
|
| Is there any sort of evidence that you would accept that
| the rich get greater protection in our legal system? Or
| is it just not possible in your world view?
| edgyquant wrote:
| The rich don't have a different set of laws they just
| have better lawyers.
| ModernMech wrote:
| Any law that carries a fixed fine and no jailtime is a
| law that rich people can break with abandon, yet would
| ruin a poor person. A $50 parking ticket is a major
| burden for a person making minimum wage (essentially a
| day of their life to recoup that); whereas for a rich
| person their money makes that amount for them in less
| time than it took me to write this post.
|
| Or, from another perspective: "The law, in its majestic
| equality, forbids rich and poor alike to sleep under
| bridges, to beg in the streets, and to steal their
| bread."
| lovich wrote:
| And what provides for the rich to acquire better lawyers
| that can produce a better outcome but the laws? Why is
| everyone not provided a state defender rather than
| letting the rich purchase the best talent?
| [deleted]
| partloyaldemon wrote:
| They are absolutely suing to compel performance at the
| accepted price.
| xenadu02 wrote:
| It will eventually settle. If they sue and win Musk's
| financing will have long backed out so they aren't going to
| end up with enough to close the deal.
|
| I suppose they could force him into bankruptcy which would
| end up with his ownership stakes in Tesla and SpaceX sold
| off. Given how much of a loose cannon he's become that would
| probably be better for other shareholders but who knows.
| CogitoCogito wrote:
| > I suppose they could force him into bankruptcy which
| would end up with his ownership stakes in Tesla and SpaceX
| sold off.
|
| I don't think they'd need to force him into bankruptcy. If
| a judge awards Twitter (say) $10 billion in damages, there
| are many avenues to seize enough of Musk's assets to pay
| without making him bankrupt.
| DoughnutHole wrote:
| Well the best case for Twitter isn't $10bn in damages,
| it's forcing him to go through with the the entire
| original $44bn deal.
|
| Elon's net worth has already fallen by $65bn in the past
| few months - I'd imagine the valuation of his assets will
| fall quite a lot more once it becomes known he's going to
| have to offload $44bn worth of Tesla and/or SpaceX to
| finance a bad deal.
|
| Elon won't be bankrupt in the colloquial sense of
| financially ruined, but if he's forced to go through with
| deal and is unable to finance it he will have to
| liquidate an enormous amount of assets - and many of his
| assets are already collateral for existing loans.
| babypuncher wrote:
| > I suppose they could force him into bankruptcy which
| would end up with his ownership stakes in Tesla and SpaceX
| sold off.
|
| I wouldn't mind watching Twitter do this to him out of
| spite.
| rocqua wrote:
| From what we've seen so far, I doubt the Twitter board
| would do that. I guess they are suing because that's what
| the shareholders are pushing for.
| hef19898 wrote:
| And those shareholder's wouldn't like to get a piece of
| Tesla and / or SpaceX in exchange for Twitter? At, what,
| 40 billion evaluation of Twitter? Sure as hell I would
| push the board of Twitter to sue for that if I were a
| Twitter share holder.
| seanhunter wrote:
| I agree with your analysis. This has always seemed a situation
| driven by ego rather than rational thought and I expect ego
| will prevail and we will see futile legal + PR trench warfare
| for a while. However, my understanding of M&A law[1] is it's
| not enough for him to say that the numbers are missing or even
| wrong. He has to say that there was a material breach caused by
| the fact that the numbers were missing or wrong.
|
| So if you say "I went into this deal thinking twitter had no
| bots and OMFGBBQ there are bots" then twitter are going to say
| "look at our numerous filings on bots and why not actually go
| on twitter at all you can see there are bots" and therefore no
| material breach. He has to show somehow that the failure to
| provide him with complete and accurate information somehow
| makes the deal materially worse than he could reasonably have
| thought going in. And that's pretty hard to prove. I believe
| Delaware has been very reluctant to find material breach in
| these sorts of circumstances. (eg even if he was to somehow
| prove that the bot problem was 100x worse than twitter's public
| statements I'm not sure that would be sufficient to prove an
| actual material breach given the difference in ad revenue
| between "lots of bots" and "hella bots all over the place" is
| probably not material and he knew the revenue number going in).
|
| My expectation is he wants to make it painful enough for them
| in court and on social media to drop the breakup fee but they
| have seen for ages that he was likely to attempt this and would
| be sued to hell and back by other shareholders if they drop the
| fee and therefore will strap themselves in for a fight.
|
| [1] I'm definitely not a lawyer but I have been involved in a
| few M&A situations and have been advised on this kind of thing
| by pretty good lawyers a couple of times.
| lifeisstillgood wrote:
| OK I know this is a massive tangent but I have to ...
|
| OMFGBBQ ?
|
| Oh My F&&&&ing God Bar-B-Q ?
| myko wrote:
| A modification of a decades old meme popularized on the
| defunct SomethingAwful.com forums
|
| https://www.urbandictionary.com/define.php?term=omgwtfbbq%2
| 1
| coldpie wrote:
| Very much not defunct. I've been posting there for more
| than 16 years :)
| afterburner wrote:
| The podcast Opening Arguments had two great episodes about
| the legal details of this deal (note the first episode
| doubting this deal would go through was from 2 months ago):
|
| July 4th: https://openargs.com/oa610-elons-twitter-deal-was-
| a-complete...
|
| May 12: https://openargs.com/oa595-shareholders-sue-twitter-
| alleged-...
| KVFinn wrote:
| Thanks for these. Everyone else seems to be theory-crafting
| what will and could happen, but this is a practical, more
| grounded take.
| bdefore wrote:
| Thanks for these. I listened to the July 4th one. For
| others who may be interested, the first 20 mins are
| unrelated and you may want to skip ahead to the 45 minute
| mark or so for their conclusions.
|
| Here is the brunt of why they think the deal won't go
| through: because it is difficult to prove extent of damages
| and because innocent third parties (the banks partnering
| with Musk) would be adversely affected, the courts will be
| disinclined to trigger the historically rare 'specific
| performance' to compel the merger. They believe a more
| likely outcome is Musk will instead be compelled to pay the
| $1 billion but a decade-long legal battle will ensue over
| it.
|
| While it is an interesting listen, I wish they provided
| more substance for their conclusions especially since
| they're running counter to most other debate I'm seeing.
| Third parties aside, I fail to understand how legally the
| courts cannot pursue Musk's personal assets for the full
| amount. But I'm not a lawyer and haven't read the purchase
| agreement in detail.
| afterburner wrote:
| I don't think the issue is that the courts don't have the
| power, it's that it would take forever to come to a
| conclusion in the court given the resources each side can
| pour into the fight, how complicated the legal details
| are, and how poor the legal system is at deciding these
| kinds of massive corporate legal issues (according to one
| of the podcast hosts).
|
| Since it would take forever, it's much more likely the
| two sides settle or give up before they run out of legal
| tricks.
| prox wrote:
| So basically it's like buying a house and finding faults with
| it that the seller had hidden?
| folkhack wrote:
| No, I don't think that simplification would apply here.
|
| The number of bots on Twitter has always seemed like a boon
| of an issue to me. Twitter wants to keep it's
| user/engagement numbers up and bots _do_ help them. I can
| 100% understand why they 've taken a soft approach to it,
| even if I find it ethically questionable.
|
| I'm going to go out on a limb and say that anyone who's
| engaged with Twitter, or knows a reasonable amount about it
| has known about this problem for many years. I find it hard
| to believe that Elon wouldn't have been well aware of this
| upfront.
|
| ---
|
| The part of your simplification that I take issue with is,
| "[...] that the seller had hidden." IMO - everyone in town
| knows that house has building code issues, but, no one
| really knows the exact extent. Unfortunately, these same
| building code issues are likely keeping the building
| standing.
|
| The seller has a gray-area "issue" that is on the fence
| between "feature" and "bug," and the buyer is using it as
| leverage to pull out of a deal they're on the hook for.
| contrast wrote:
| No - the seller has reported the faults for years, and is
| known to spend vast quantities of money every year dealing
| with the resulting problems.
|
| It's like buying a house after famously visiting it every
| day for several years running, seeing all the faults with
| your own eyes, telling everyone you were going to fix the
| faults, and even trying to humiliate the sellers for not
| having built the house to your standards in the first
| place.
|
| Edit: typos
| Lazare wrote:
| Very much like that...except you're also in a legal system
| where the courts have ruled that the only "faults" that
| actually are major enough to count are things like "seller
| said it was 3br house; it's a one room shack" or "seller
| neglected to mention it had burnt to the ground last year
| and hasn't been rebuilt".
|
| Something like "Twitter lied, actually _15%_ of active
| users are bots, not < 5%" would never count. But "Twitter
| lied, 85% of active users are bots, the advertisers found
| out, they stopped buying ads, and now Twitter has been
| faking revenue numbers to cover it up" would count.
|
| It's hard to stress enough just _how_ far Musk is from
| showing a Material Adverse Event, even if his wildest
| suspicions about the number of bots on Twitter are true
| (...not that it seems likely they are, mind you).
| prox wrote:
| And so it's likely he owns Twitter at the end of this.
| Gonna be a field day at the courts then!
| nolok wrote:
| Actually no, it's more likely he'll look for the cheapest
| way to chicken out of this, as long as Twitter allows him
| to
| hef19898 wrote:
| Depending on the development of the stock market former
| Twitter shareholders might end up owning Tesla and / or
| SpaceX, at least partially. A field day in deed.
|
| Edit: Typos.
| hackernewds wrote:
| He's a great deal maker. But his ego, need for attention and
| celebrity, legitimate Twitter addiction undermines him.
| RC_ITR wrote:
| It's so crazy to me that the purchase price _was determined by
| a weed joke_ and people are surprised that in the cold sober
| light of our recent correction, Musk is trying to get out of
| this.
|
| His _whole M.O._ is degrading the power of the SEC and DoJ by
| pointing out they have very little enforcement power. This is
| just another example in his long journey of "what are they
| going to do if I just don't follow the rules?"
|
| Weird way for the richest man in history to live his life, but
| that's probably just sour grapes on my part.
| papito wrote:
| Musk is no different from your average "small government
| conservative", which basically means being anti-civilization.
| They won the birth lottery, and the society and the
| government are stopping them from going from rich to filthy
| rich _quickly_.
|
| The only thing here is that Musk _happens_ to be fascinated
| with electric cars and space travel (ever since he was a
| teenager). We just got lucky - he could as well have gotten
| into opioids or coal mining, and his desire to dismantle the
| laws and norms would have burned even brighter.
| krisoft wrote:
| > people are surprised that in the cold sober light of our
| recent correction, Musk is trying to get out of this
|
| People are not surprised. People were expecting this. As
| evidenced by the discussion then and now. Also as evidenced
| by the contract which was drafted at the time between him and
| twitter.
| RC_ITR wrote:
| > People are not surprised.
|
| Markets moved on this new. _Somebody_ was surprised.
| georgeecollins wrote:
| Right- he waived diligence. Twitter has no obligation to prove
| anything to him. Twitter is obligated to give him documents if
| they are reasonable to request and helpful for him in financial
| planning. If the documents Twitter has on hand are flawed or
| not comprehensive, that doesn't give a pretext to leave the
| deal. I am sure his lawyers know this and it will all be
| negotiated.
| meragrin_ wrote:
| If Twitter fails to provide reasonable access to data
| necessary to secure debt to finance the purchase, it does
| indeed give a pretext to leave the deal. It is part of the
| merger agreement. You can't tell me that a lender would not
| want some independent assessment of Twitter's claims before
| lending.
| tsimionescu wrote:
| > You can't tell me that a lender would not want some
| independent assessment of Twitter's claims before lending.
|
| The lenders have already agreed to the deal, where any such
| verification was waived.
| DoesntMatter22 wrote:
| That's just you making something up. Elon waived his due
| diligence but that doesn't have anything to do with the
| lender. The lender can back out unless they also have
| some type of clause in which they are lending it without
| any concern at all, which of course they don't.
| Marazan wrote:
| The lenders agreement is with Musk, not Twitter
| dspillett wrote:
| Even if that is the case, it is between Musk and the
| lender(s). None of twitter's business, not twitter's
| problem (directly).
|
| If one or more of the lenders did back out it might not
| look good for then as a reliable partner for future deals
| (not just with musk) - would they take that reputational
| risk? Especially right now when Musk is taking any flack
| as someone who doesn't keep their word.
| ImPostingOnHN wrote:
| it seems he was given access to the Firehose, AKA _all_ the
| data, but curiously failed to mention that in his filing (I
| guess it was enough, and he had no complaints?), instead
| complaining about rate limiting on more specific APIs (the
| standard Twitter API), which seem extraneous given the
| Firehose
|
| also, said rate limits were lifted
| sokoloff wrote:
| The firehose is not _all_ the data.
|
| Twitter's value depends heavily on human views of tweets
| (not part of the firehose), not on the tweets' content
| (the firehose).
| redeeman wrote:
| waiving diligence does not mean that twitter can misrepresent
| things though. I do not know what the true amount of bot
| participants are, but IF it is above 5%, that would not be
| something "due diligence" had to discover, twitter says <=5%,
| and it had better be that then.
| kbelder wrote:
| I can't imagine it NOT being above 5%. I'd bet it's over
| 25%. But I am hoping real numbers come out of this.
| vehementi wrote:
| Twitter doesn't ever claim its bot numbers are 5%. Only
| Musk says Twitter says that. Twitter says its mDAU
| (critically important distinction and definition, check
| SEC filing for what it means) is under 5% bots which is a
| different number entirely than what you might think of as
| "bot count". Musk is knowingly and intentionally
| confusing the two to get people to think Twitter is lying
| about their numbers. If 50% of the accounts on twitter
| were bots it would not matter to what Twitter's actually
| saying in their SEC filings, which is that the _users
| logging in daily using hard clients that display ads_ is
| <5% fraudulent.
| redeeman wrote:
| this makes very little sense? in what way would a bot
| ever be monetizable and "view" ads?
| fttx_ wrote:
| for example, if they are using twitter via a script-
| controlled headless (or even non-headless) browser
| vehementi wrote:
| That's exactly it, a bot using headless client or
| something would "view" the ad (trigger download of the
| ad, etc.) but not be a real person (no eyeballs on the
| ad). Hence, that instance of the ad display was
| fake/fraud/bot. Customers of twitter (i.e. people paying
| twitter to show their ads) are interested in this number.
| Also, investors are interested in that number. Twitter
| says <5% of its ad-showings are fraudulent - this lets
| investors say "Twitter's revenue is mostly genuine". That
| is why the metric is reported - it's for
| financial/investing purposes, not a claim about how full
| of bots their system is.
|
| In concrete numbers, twitter is saying there are 1
| billion twitter accounts, but most of those are bots or
| inactive accounts or API accounts or people posting
| through Tweetdeck (no ads) or joke/duplicate accounts or
| developer test accounts or... but 230 million of the
| users per day use a client that shows ads. And of _that_
| subset, less than 5% are generating those ad views
| fraudulently.
|
| If twitter's been lying about that (i.e. their revenue)
| all along to the SEC that would be a problem for twitter,
| though not a big enough problem for Musk's claims in his
| Notice yesterday to work out in his favour.
| oittaa wrote:
| I wouldn't be surprised. A lot of outside researchers
| have come up with results like "at least 20%" over the
| years.
| gfody wrote:
| I bet it's 95% fake
|
| credo quia absurdum
| FireBeyond wrote:
| Given that this is the numbers and methodology that Twitter
| has used for many years in SEC filings, Musk is implying
| that Twitter has been deceptive to its own investors and to
| the SEC for years. This isn't impossible, but it might
| require a little more than a page or two of vague
| accusations.
| asvitkine wrote:
| I suppose it's something that would be extensively argued
| in court if Twiiter decides to sue.
| zrobotics wrote:
| This is absolutely pure speculation, but perhaps that is
| Musk's motive for this whole charade. He is erratic
| enough that it certainly seems possible that he did this
| whole acquisition agreement with no intention of
| following through simply to unveil information to
| discredit Twitter. It certainly doesn't appear from the
| outside that Musk had any ideas for making money on this
| by materially improving Twitter as a business from
| anything I've read. The justifications about free speech
| seem to taint this deal with Musk having an ideological
| bent to the whole transaction, so it seems possible that
| he thought he could use the buyout to access damaging
| information (like potentially lying on SEC filings) and
| then back out without spending the full amount.
|
| Honestly, waiving due-diligence is so sketchy that it has
| made me wonder from the start what his true endgame was.
| If he did want to buy the company, what did he gain by
| waiving his due-diligence rights?
| sokoloff wrote:
| If I want to buy a house, I can make my offer more
| compelling by raising the bid, by waiving inspections, or
| by waiving a finance contingency.
| gfody wrote:
| bingo. if you want to assume bad faith why not go whole
| hog - Musk never intended to buy Twitter because he never
| believed they have what they claim to have, it's all a
| big scam involving inauthentic accounts and now the world
| knows it too
|
| it probably couldn't technically be due diligence without
| the lawyers deadlocking on how to prove the authenticity
| of a twitter account
| saalweachter wrote:
| So, what, he spent several billion dollars on ten percent
| of Twitter as part of his plan to tank the company?
| ethanbond wrote:
| Which will obviously not even tank the company because
| clearly everyone sees what the product is and they see
| what the ad output is (pretty abysmal). So the big reveal
| is... nothing revelatory.
|
| This theory doesn't really make sense and is really
| covering for Musk's incompetence or a deeper
| nefariousness: he needed a very public excuse to offload
| $8B of his TSLA stock without spooking the market, and
| he's happy to pay a $1B+ fee to have been able to do that
| litmus wrote:
| It's been stated multiple times in this thread that he
| can't walk away just by paying $1B.
|
| If he wanted to only offload $8B TSLA stock and not buy
| the company, why put that possibility way more out of
| reach by waiving due dilligence and accepting the special
| performance clause?
|
| Are we also to assume that he has managed to assemble the
| most abjectly incompetent team of lawyers in the world as
| well?
| JamesSwift wrote:
| I guess its a good thing they very specifically didn't
| claim its <=5%, but instead claim "5% is a guess that we
| made with some specific asssumptions, but we also applied
| human judgement to classify bots and so it possibly is
| higher".
| Abishek_Muthian wrote:
| > Complaining Twitter rate-limited his API access (which would
| be very foolish on their part)
|
| I have recently built a Twitter application with the new V2
| API. They do have undocumented API rate limits[1] while the
| developer documentation says something else[2].
|
| And if you see the discussions at Twitter developer forum, It
| takes a while for the Twitter representative to find that the
| issue is because of the undocumented rate limit because it's
| somewhere deeply integrated into their system(But still
| wouldn't update the official docs). Besides the Twitter rate
| limit covers every Twitter application used by the user incl.
| their official Twitter clients.
|
| So I wouldn't be surprised if they gave Musk a privileged API
| token but forgot to whitelist it against their hidden, obscure
| rate limits; Of course this could have been noticed early on
| Musk's side and it's possible that they chose to attribute it
| to malice.
|
| [1] https://twittercommunity.com/t/undocumented-twitter-list-
| rat...
|
| [2] https://developer.twitter.com/en/docs/twitter-api/rate-
| limit...
| jacquesm wrote:
| Then they could have simply communicated that fact the first
| time they ran into the limits and they certainly would have
| been lifted. This happens to me during DD _all the time_ and
| it has never caused a problem or an investor /acquirer to
| back out of the deal.
| hef19898 wrote:
| Out of coriousity, would Musk's legal team have to proof
| Twitter restricted his bandwidth out of malice? And
| wouldn't that be hard if they never conplaibed about to
| Twitter?
| Abishek_Muthian wrote:
| Hence I mentioned sighting rate limit seems like they
| wanted something as scape goat from the start.
|
| Besides, I don't think it's even possible to have something
| at Twitter scale without some immutable rate limits for
| security & reliability.
|
| I mean Musk shouldn't go all SELECT * FROM
| users;
| stewartmcgown wrote:
| he's mostly a fraudster who has used a cult of personality and
| litigation to dominate the businesses that he's involved in.
| check out the litigation against him for the solar city
| purchase by Tesla if you're interested in just how much the man
| is willing to defraud shareholders to personally enrich himself
| and his family.
| meragrin_ wrote:
| > Musk is saying, you haven't demonstrated your numbers are
| accurate.
|
| It has nothing to do with accuracy. Twitter is supposedly not
| providing the data: 'While Section 6.4 of the Merger Agreement
| requires Twitter to provide Mr. Musk and his advisors all data
| and information that Mr. Musk requests "for any reasonable
| business purpose related to the consummation of the
| transaction," Twitter has not complied with its contractual
| obligations.'
|
| > The letter complains that Musk asked for data allowing him to
| "independently verify Twitter's representations regarding the
| number of mDAU" -- but where does the agreement provide for
| that verification as a condition of the deal?
|
| Section 6.11, the part of the deal where Twitter needs to
| provide necessary information to secure debt: 'and under
| Section 6.11 of the Merger Agreement, to information
| "reasonably requested" in connection with his efforts to secure
| the debt financing necessary to consummate the transaction.'
|
| I have little doubt anyone lending that kind of money would
| require the buyer to independently verify the mDAU.
| danielmarkbruce wrote:
| It does have something to do with accuracy, because further
| down the page the letter explicitly calls out the SEC filings
| and the 5% number and the fact that it was a rep and that
| there is an MAE.
|
| The letter is throwing several pieces of shit against the
| wall and seeing which will stick.
| JamesSwift wrote:
| > Twitter is supposedly not providing the data
|
| Not really. Reading the letter it sounds more like Musk has
| started to make more specific requests, likely in the hopes
| of them not being able to service them. For example, he
| claims in the letter that he requested daily mDAU numbers for
| the previous 8 quarters (i.e. 2 years) and they only gave him
| rolled-up numbers.
|
| I find it completely believable that they may not have a
| daily breakdown for 8 quarters, and so they can't provide the
| information requested.
| cornel_io wrote:
| If you've ever run analytics at even a mid-sized company
| (let alone large, where it's even more critical to keep
| this stuff), getting daily mDAU is trivial and you'd have
| to have a grossly irresponsible data policy to be unable to
| pull that.
|
| Nobody worth their wage drops data that aggressively unless
| they are compelled by law.
| JamesSwift wrote:
| I dont have enough experience in analytics to know what
| data points would be full fidelity vs rollup. I'm just
| stating that theres no guarantee they even have the data
| to service his requests, and I dont believe they were
| under any existing obligation to maintain it before Musk
| got involved.
| googlryas wrote:
| Stats get increasingly expensive and useless to store, but
| one would think mDAU would be one tagged for high precision
| long retention storage.
| abofh wrote:
| I mean, no? Why on earth would I want Thursday the twenty
| thirds mDAU from a year and a half ago? If it's not
| bringing value, it's costing money, and it's unlikely to
| provide value, so why keep it?
| tick_tock_tick wrote:
| When I was in mobile gaming we stored that data for way
| longer.... Do you really think twitter is throwing away
| user activity data?
| disgruntledphd2 wrote:
| I find it very hard to believe that they don't have this
| information graphed on a dashboard somewhere.
| edmundsauto wrote:
| Depends on whether there was UII in the underlying
| dataset. It's probable that Twitter kept the mDAU numbers
| and probably shared them, and Elon's people asked for
| underlying data that aggregates up to that metric, so
| they can scrutinize the methodology.
|
| However, saving user identifiable information > 90d is a
| challenge these days - you have to anonymize it, which
| defeats Musk's purported goal. (And it might be illegal
| to share that data w/ a 3rd party.)
| smaryjerry wrote:
| Your right twitter might just be incompetent and not keep
| that data, but this would be one of the most basic forms
| of data you need for analysis when your entire revenue
| model relies on that statistic.
| herewulf wrote:
| Because sometimes it costs more money to discard some
| data than it does to simply keep it.
| ericd wrote:
| When your enterprise value is predicated on user activity
| stats, you keep your user activity stats.
| inerte wrote:
| Because there's no such thing as a regular Thursday at
| Twitter scale. Any number of things could have happened
| that Thursday or around it, major world event,
| Thanksgiving, last day of Ramadan or whatever. And you
| might have a valid data question regarding these events.
|
| Heck, not only "what happens on Twitter each day of the
| week" is a very valid data question, but even by the
| hour.
| [deleted]
| rocqua wrote:
| "For any reasonable business purpose" is different from 'any
| information you think is reasonable'. I would presume (guess)
| that Musk kept asking for more info until he found a point
| where Twitter stopped responding just so he could argue this
| clause was broken.
| [deleted]
| tptacek wrote:
| Musk already secured financing, and most of the recent
| financial engineering he was doing was in the service of
| minimizing his own exposure (ie, the amount of TSLA he'd need
| to sell to cover his end of the deal). His lenders _couldn
| 't_ "independently verify" the mDAU, because he waived
| diligence --- he was entitled to information as a contractual
| technicality, but he was not entitled to condition the deal
| based on anything contained in that information, short of a
| "material adverse effect", which is in practice an impossible
| bar to clear.
| imwillofficial wrote:
| colinmhayes wrote:
| Wrong. He had laid out where the money would come from in
| the deal, the bank loans have already been secured.
| imwillofficial wrote:
| Laying out where they would be from, getting initial
| approvals is not finalized.
|
| Secured has a specific meaning here.
|
| I'm surprised I need to explain this.
| tptacek wrote:
| I'm surprised you believe you've explained it. I think
| it's going to take you more than a sentence or two.
| imwillofficial wrote:
| This should spur you to do your own home work.
| tptacek wrote:
| As you can see elsewhere on the thread, my homework
| disagrees with yours, so you haven't persuaded.
| edgyquant wrote:
| You're completely incorrect. Banks signed contracts
| agreeing to lend money, otherwise Musk wouldn't have been
| able to make a serious, contractual, offer.
| imwillofficial wrote:
| prescriptivist wrote:
| chernevik wrote:
| I will be very surprised that Twitter's position was less
| than "you can have anything you want", precisely to avoid any
| complaint of non-cooperation.
|
| I do agree that the agreement's debt financing provisions may
| provide Musk an out -- "I wanted to close, but I couldn't get
| debt b/c you wouldn't cooperate".
|
| I'm a little surprised that Twitter agreed to any sort of
| financing provision, precisely because it seems to allow Musk
| to screw up his debt raising and then point to that as an
| out.
|
| But that is not a complaint in the letter, and becomes an
| argument about what lenders require for debt financing. Musk
| will have to show that lenders cared about this, and Twitter
| will have discovery to find evidence they didn't.
| FormerBandmate wrote:
| It would be extremely hard to prove that Elon Musk, the
| richest man in the world who secured financing for the
| largest LBO ever in a week, was unable to secure financing
| because of a technicality in user data which played a key
| role in his stated rationale for the purchase.
| Unfortunately for Musk (lmao) and every Twitter employee
| (my heart actually goes out to them, with the current job
| market they're in hell right now), I don't think there's
| any way out of this deal, especially when you look at past
| precedent like the LVMH-Tiffany's and Simon-Taubman deals.
| eftychis wrote:
| I would be surprised if not all lenders / investors did not
| ask for such data. Especially, after the first tweets from
| Musk.
|
| Musk did go around knocking on lots of doors to get money
| and I am not sure if he actually managed to get enough
| funds; I don't think personally it is a good deal without
| some internal fundamental data to prove otherwise.
|
| Of course, I am puzzled also that Twitter gave him a smidge
| of a way out.
| spikels wrote:
| Twitter is demanding "specific performance" (i.e. complete
| the transaction) which is unrealistic given those financing
| provisions. No court can force all the other parties to
| close. No financing, no transaction.
| admax88qqq wrote:
| I think Twitter is working their way towards suing for
| damages.
|
| Sure you probably can't force the transaction to complete
| but you can sue for it and when the other parry
| demonstartes that they're not willing to complete a
| transaction they committed then you start suing for
| damages.
| voisin wrote:
| Specific performance would apply to Musk as purchaser,
| not hypothetical lenders that aren't party to the
| agreement. If he can't find debt, then he would
| presumably have to liquidate more Tesla stock to pay the
| full price.
| colinmhayes wrote:
| He's already found the debt. His banks agreed to margin
| and twitter leveraged loans before the deal was even
| signed.
| hef19898 wrote:
| So if Twitter wins Musk has to go through with his margin
| loans on Tesla stock. Ehich, at the current state of
| things, exposes to quite some risk of loosing tge ability
| to back up the loans with Tesla stock if share prices
| drop under a certain level. Maybe he just realized that
| risk and that's why he wants out.
| HWR_14 wrote:
| Musk doesn't _have_ to use his Tesla margin loan, and he
| 's already claimed he wasn't going to.
|
| He _has_ to get the money somehow, but he could just sell
| enough SpaceX if he felt like it.
| tptacek wrote:
| He has the financing. He secured ~1/3rd of the funds
| based on committed LBO debt, ~1/3rd in margin loans
| against TSLA, and ~1/3rd in personal equity. Since then,
| he's been working to minimize the his personal exposure,
| but he can't just pretend not to own the TSLA stock he's
| borrowing against and selling to close the deal.
| gabereiser wrote:
| Financing has strings. I'm sure his partners want to make
| sure the mDAU is accurate as well. The entire value of
| Twitter depends on it.
| tptacek wrote:
| They can't want that, because it was a term Musk
| explicitly waived, publicly and notoriously, before he
| attempted to finance the deal. It was newsworthy, and
| well covered, that Musk secured the 13Bn of LBO debt in
| the first place.
| gabereiser wrote:
| What the media says (including musk) and what the term
| sheet says are two different things. If he mentioned mDAU
| could be fraudulent to anyone involved, they would be
| interested to hear what he had to say about it. I believe
| though that this is a move to reduce the risk and monies
| he has to pay to try to get a better deal ($30b perhaps?)
| admax88qqq wrote:
| > they would be interested to hear what he had to say
| about it.
|
| They can be interested all they want, doesn't mean they
| can back out of a deal unless they can demonstrate fraud
| or gross negligence on behalf of Twitter.
| tptacek wrote:
| They can't just demonstrate "fraud" or "gross
| negligence". They have to demonstrate a "material adverse
| effect", which, as Matt Levine shorthands it, is
| something on the order of a 40% drop in profitability ---
| not the stock price, but the fundamentals of the company.
| Not happening.
| 1R wrote:
| What if 40% of the percentage of users that twitter
| proposes are real people are actually bots? Wouldn't that
| qualify as material adverse effect?
| hef19898 wrote:
| Propably not if those users can, and are, monetized.
| JumpCrisscross wrote:
| > _Wouldn 't that qualify as material adverse effect?_
|
| Probably not. There has been one MAC finding in the
| history of MACs. It was a trifecta of fraud, management
| throwing in the towel the moment the merger was agreed
| and a massive revenue drop.
|
| Musk's only hope is to get his banks to pull financing.
| That's going to be tough.
| jakelazaroff wrote:
| Would that even work, though? It's not like he can't
| afford it; his money is just tied up in TSLA. Presumably
| the court can force him to liquidate his shares if his
| lenders somehow back out.
| HWR_14 wrote:
| No, I the two conditions other than a materially adverse
| effect that lets Musk back out are if his debt financing
| falls through or if the government stops it.
| dvt wrote:
| couchand wrote:
| 20% is on the order of 40%
| shkkmo wrote:
| "in/on the order of" does not mean "the same order of
| magnitude as" by rather "approximately the same as".
|
| Nobody would call 20% approximately the same as 40% so
| you are incorrect.
| tptacek wrote:
| All I know is, he's a former M&A lawyer, unlike any
| commenter here.
| suzzer99 wrote:
| So the financiers do back out, then what? Twitter sues
| them for the full amount, and both parties end up
| settling for X% of the full amount?
| martin8412 wrote:
| X=100
| papercrane wrote:
| > If he mentioned mDAU could be fraudulent to anyone
| involved
|
| One problem for Musk is he's been casting doubt on the
| bot numbers publicly, even before the deal. One of he's
| stated reasons for the deal was to deal with spam bots.
| Twitter has also reported basically the same 5% number in
| it's filings for years. If it really was a sticking point
| for Musk he should've done his due diligence before
| committing to to buy Twitter.
| meatsauce wrote:
| Well twitter is a cesspool of bots, mostly international
| actors, so I don't see how material facts are a problem.
| contrast wrote:
| No, it doesn't. The entire value of Twitter depends on
| their entire monetization. That comes from revenue per
| mDAU, not just mDAU.
|
| Why should a disinterested, objective financier care if
| $1 billion dollars of revenue came with a real figure of
| 20% spambots rather than the estimated 5%? That just
| means true revenue per mDAU is something like 18% better
| than estimated.
|
| If the real number is 50%, then true revenue per user is
| about double. If the real number is actually 99%, true
| revenue per user is about 20x. There would also probably
| be some very quick wins for improving the quality of the
| service.
|
| There may be an argument for needing accurate mDAU
| figures - but Musk isn't making one, the financiers
| didn't ask for them, the market has NEVER had accurate
| figures for social media anyway, and there's no legal
| standard for it.
| smaryjerry wrote:
| It's not a good thing to have more bots at the same
| revenue because you aren't just buying a companies past
| performance but their future performance. If advertisers
| thought they were buying 1M real person impressions and
| it turned out to be half bits, next time they pay you
| money they would only want to pay half as much.
| hackcasual wrote:
| I believe the agreement would require him to finance the
| deal directly
|
| From the proxy agreement
|
| > cause the Equity Investor [Musk] to fund the Equity
| Financing, or to enforce the Equity Investor's obligation
| to fund the Equity Financing directly, and to consummate
| the Closing.
| tptacek wrote:
| I'm less certain of that, because the structure of the
| financing was worked into the deal, as I remember (or at
| least remember reading about).
| danielmarkbruce wrote:
| I think 6.10f leaves him in trouble. No financing, yes
| transaction.
| sbf501 wrote:
| > Twitter is supposedly not providing the data
|
| Didn't he get access to the firehose, which is, AFAIK, -ALL-
| the data? (not the 50GB he tweeted about but supposedly a
| 2TB/day stream?)
| jameshart wrote:
| The firehose is _all the posts_.
|
| It's not _all the views_. And 'daily active users' are
| mainly _viewing_ , not _posting_.
|
| Which makes me wonder why the argument about 'the firehose'
| and 'bots' matters.
| sbf501 wrote:
| But why would the analysis care about bots that are
| viewing? They aren't creating disinformation by viewing
| (maybe by "liking" though). Bots-as-followers are benign.
| The "bot problem" is bots being used to post disinfo at
| scale to cram the entire space with propaganda, that is:
| to quote Steve Banon "flood the zone with shit". Which is
| what bots and troll farms have done successfully over the
| past 7 years.
| jameshart wrote:
| Engagement signals are what drive 'the algorithm'.
|
| Bots that create fake engagement signals (fake clicks,
| fake media views, fake DM engagement, as well as fake
| replies and likes) can manipulate what content gets
| promoted onto real users' feeds.
|
| From a business point of view, the problem is that if
| people can manipulate and promote messages on Twitter by
| using fake engagement, they are _not paying Twitter to
| promote tweets_. As well, I guess, as undermining regular
| users' confidence that the things that show up in
| 'trending topics' really are 'trending'.
|
| But bots posting propaganda - if they're any good at it -
| might, weirdly be a _good_ thing for Twitter's numbers,
| because they create controversial posts that drive
| engagement into which Twitter can sell advertising.
|
| Looking at the firehose tells you very little about any
| of that though. There could be a million bots who post
| lorem ipsum tweets at a rate of hundreds a second and
| they would all show up in the firehose, but if twitter's
| algorithm means none of those tweets are ever shown to a
| human, does it matter?
|
| Musk's whole schtick with the bot numbers has just been a
| thorough demonstration that he has barely even thought
| about Twitter's business or what a social network even
| is.
| dragonwriter wrote:
| > But why would the analysis care about bots that are
| viewing?
|
| Because the business issue is about advertising reach.
| Bots aren't real advertising targets.
| FartyMcFarter wrote:
| Perhaps because it's not actually about the bots, it's
| about buyer's remorse and trying to get out of the
| transaction via some excuse.
| jchook wrote:
| IIRC "the firehose" is around 10%
| dfabulich wrote:
| No, you're thinking of the "decahose." The "Firehose" is
| the whole thing.
|
| https://developer.twitter.com/en/docs/twitter-
| api/enterprise...
|
| > _The Decahose delivers a 10% random sample of the
| realtime Twitter Firehose through a streaming
| connection._
| whiplash451 wrote:
| Shouldn't it be called the Decihose, then? The name is
| confusing.
| [deleted]
| Lazare wrote:
| > I have little doubt anyone lending that kind of money would
| require the buyer to independently verify the mDAU.
|
| Nope. Musk's financing is not conditional on that.
| random314 wrote:
| > I have enormous respect for his engineering
|
| He has never demonstrated engineering skills. He has always
| been a business manager. But with all of the business comedy he
| has performed this year, I am beginning to doubt his business
| skills too. Perhaps it's the VPs under him who managed the
| business well, while Elon remained the PR front person and
| primary investor. Much like SpaceX.
| simondotau wrote:
| Elon Musk is literally the Chief Engineer at SpaceX. His
| technical proficiency is validated by other senior engineers
| who work there, as well as senior engineers at NASA. There
| are also countless hours of unedited footage of him
| demonstrating his deep technical understanding of rocket
| engineering.
|
| https://www.reddit.com/r/SpaceXLounge/comments/k1e0ta/eviden.
| ..
|
| https://www.youtube.com/watch?v=hIPLmZK3C1Y
| fortran77 wrote:
| I agree with your analysis, but I also think the numbers are
| bogus. Just for fun I tried buying half a million followers
| from some Russian guy a 7 years ago. While that number declined
| a bit over the years as Twitter did some trimming, I still have
| half of them.
|
| (Interesting some of the followers were "real" in that these
| were people who installed a program that ostensibly would tell
| them who recently followed or unfollowed them, but the program
| would also add followers they didn't know about. I saw many
| comments like "I opened twitter and for some reason I'm
| following 100 more people! WTF?") ... but about half of the
| paid followers seemed like bots.
| Lazare wrote:
| That's an interesting story, but irrelevant to this.
|
| Twitter claims that < 5% of their "monetisable daily active
| users" (aka mDAU) zfd bots, where mDAU is a very specifically
| defined term, but broadly represents "people that Twitter
| thinks they can count when they sell advertising". Bots don't
| tend to buy things, so any bots counted in mDAU is a mistake
| that will piss off advertisers. (Which would be bad for
| Twitter, hence why the number matters.)
|
| That there are a lot of bots on Twitter is well known, and
| clearly true. That Twitter happily leaves most of them alone
| to do their own thing as long as they don't abuse the service
| is also well known, and quite sensible.
|
| The question is whether Twitter is good about _flagging them
| as bots_. You could have a million bots following you, but as
| long as Twitter has correctly noted them as bots and _not
| counted them as mDAU_ , then exactly 0 count as part of the
| 5% bots.
|
| Nobody outside of Twitter knows who they are counting as part
| of their mDAU, which means nobody can cross check their
| numbers.
| fortran77 wrote:
| I'm reasonably sure that these fake user bots that were
| created for the "buy followers" industry aren't picked up
| as bots by Twitter. There's no reason to allow such users.
| rbreaves wrote:
| I think many of you guys are missing the forrest from the trees
| here. He tanked his Tesla shares to do this deal & to no small
| part due to Bill Gates. I am sure this express more of his
| nervousness on just how much more expensive this deal was
| becoming as it was costing him a lot more than the list price
| due to him not taking into account how his other investors in
| his other companies would take the news.
|
| He's a smart idiot to put it kindly and a very lucky one at
| that despite all of his sincere and actual efforts.
| cloutchaser wrote:
| I don't agree with the Bill gates part but you are
| fundamentally right.
|
| Elon signed this deal before the biggest stock market crash
| for about 15 years. The deal is extremely expensive for him
| right now in terms of tesla shares.
|
| He is just buying time and hoping tesla shares increase in
| the meantime.
|
| He KNOWS he HAS to complete this deal legally.
|
| That's it. It's not complicated.
| DoesntMatter22 wrote:
| What you are saying doesn't even make any sense. He tanked
| his Tesla shares and it's partly because of Bill Gates? Makes
| no sense.
| DelaneyM wrote:
| For anyone thinking he can pay the 1B$ termination fee and walk
| away, it's not that simple.
|
| The 1B$ is a "reverse breakup" fee, and applies when an outside
| force (like SEC or financing) prevents the deal. That 1B$ has
| nothing to do with any choices on either side, and is unlikely to
| factor into this process.
|
| At this point they're clearly going to trial, and it's not
| unlikely that the cost to Elon will be somewhere in the
| neighborhood of the difference between the fair current market
| value (~20B$?) and the purchase price (~44B$).
|
| My guess is it'll end up being ~10-15B$.
| mikewarot wrote:
| So my hunch that this _could_ lead to him going broke isn 't
| completely off base?
|
| I figure he ends up having to pay $10E+10, and everyone knows
| it, so he gets short-squeezed in Tesla stock, then margin
| called on any loans against his stock... then _POOF_
| kgwgk wrote:
| > he gets short-squeezed in Tesla stock
|
| What?
| t0mas88 wrote:
| Yeah that makes no sense. He has a lot of stock and wants
| to sell some.
|
| A short squeeze means you have an obligation to buy shares
| and not enough are available, that drives the price up like
| crazy.
| yccs27 wrote:
| It's the same mechanism as a short squeeze, just with the
| roles of stock and cash swapped. There is likely a
| specific word for that, but the comparison works.
|
| Squeezed short sellers have an obligation to get a
| specific stock, but only have cash. There are not enough
| market participants willing to sell the stock, so the
| price rises astronomically to their disadvantage.
|
| Elon has an obligation to get cash, but only has $TSLA
| stock. There are not enough market participants willing
| to buy the stock, so the price drops enormously to his
| disadvantage.
| mikewarot wrote:
| I used the wrong words, obviously.
|
| If Tesla stock drops and his loans against Tesla stock go
| negative, he'll be forced to liquidate more shares to
| make up the difference to keep the loan afloat... this
| would then lower the value of the stocks even more, and
| the positive feedback loop could let all of the air out
| of his imagined wealth.
|
| In other words - He has effectively sold shares at a
| price by borrowing against them... if the price falls,
| he'll have to do something to make up the difference...
| which is about the same thing as a short-squeeze for him.
| imdsm wrote:
| $10 bn out of $200+ bn won't make him go broke though. Don't
| see the logic in that, Mike.
| parkingrift wrote:
| Elon owns 16% of Tesla and Tesla stock is the vast majority
| of his wealth. If the market cap of Tesla were to crash
| below $150 billion it would be in the territory where his
| penalty to Twitter could be multiple billions more than the
| value of his Tesla stock.
|
| I personally don't think Tesla is worth even $100 billion.
| However, the markets disagree, and it is difficult to
| imagine a scenario where Tesla loses 80% of its value.
|
| ...but it's not totally inconceivable.
| mikewarot wrote:
| He doesn't have $200,000,000,000 in cash.. he has stock,
| the value of which is exclusively depended on buyers
| exchanging their $ for it. There's nothing stopping any
| publicly traded stock from collapsing in value to the
| physical assets of the company minus any debts or
| liabilities.
|
| According to this thing I found on the internet[1], if I
| read it correctly, Tesla is worth $31B if it were stripped
| and sold.
|
| Most of Elon's wealth is Tesla stock... far more than the
| actual value of the company, by a factor of more than 5. If
| he has any debts against his stock, those could be his
| downfall.
|
| [1] - https://www.marketwatch.com/investing/stock/tsla/fina
| ncials/...
| unityByFreedom wrote:
| It could if your $200 billion valuation is based on the
| stock of over-valued companies which you used to over-
| leverage-borrow, and you need every free penny to continue
| paying back debt and keep that stock price high.
| freemint wrote:
| You can't short squeeze a seller. Sorry you just can't.
| dylan604 wrote:
| ~10-15B$ is not inbetween the 2 numbers you posited it would be
| between though.
| jkrems wrote:
| What they said was:
|
| > in the neighborhood of the difference between the fair
| current market value (~20B$?) and the purchase price (~44B$).
|
| The difference is 24B$ which is implied to be the upper
| bound. 10-15 is in the range 0..24.
| samatman wrote:
| That's not what difference means.
| addandsubtract wrote:
| 44 - 20 = 22 != 10~15
| FabHK wrote:
| Username checks out, to an extent.
| bindle8932 wrote:
| 44 - 20 = 24 != 22
| renewiltord wrote:
| Two plus two is four minus one that's three quick maths
| dylan604 wrote:
| wow. total brain fart caused me to completely skip the word
| difference
| zrobotics wrote:
| Eh, math when written out instead of expressed
| numerically is sometimes hard. Props for admitting the
| brain fart though, as the sister comments show being
| wrong on the internet isn't always easy.
| beeboop wrote:
| When has there ever been a lawsuit of this sort that was
| anywhere near $15 billion? What do you base these numbers on?
| DelaneyM wrote:
| As in my post, assuming this reaches a "negotiated"
| settlement there are going to be two important values: the
| original purchase price (OPP), and the fair market value
| (FMV).
|
| If Twitter "wins", they get Elon to pay the full market
| value. Now, they don't actually want Elon to be involved, so
| if Elon pays the difference between FMV and OPP (~$24B)
| that's essentially the same as buying then divesting with
| fewer steps.
|
| If Elon "wins", he gets out paying nothing.
|
| So the range is 0 to $24B.
|
| Elon has a terrible case here, so the best negotiating tactic
| he has is being a disruptive asshole so TWTR just wants it
| done with (this is playing to his strengths). I'm also making
| a big assumption about the FMV, which could easily rebound a
| bit by EOY. With those factors pulling it down from 24, I'm
| expecting in the 10-15 range, and if I had to guess I'd say
| $12.5B.
|
| Pick your own inputs for your own estimate, but this is the
| deal structure.
| 0xy wrote:
| If Elon wins his claim that they breached contract, he will
| be able to go after them for damages. It's pretty clear
| Twitter was lying and fudging fake user numbers, the
| question is how much and whether that was a breach of
| contract.
| roflyear wrote:
| You're basing this on what exactly?
| 0xy wrote:
| Twitter has previously lied to investors about user
| engagement and paid close to a billion in settlements for
| it. [1]
|
| Seems to me that the company with a history of lying
| about engagement shouldn't immediately be trusted about
| engagement figures. Would you disagree?
|
| [1] https://www.wsj.com/articles/twitter-to-
| pay-809-5-million-to...
| roflyear wrote:
| No I wouldn't agree. Most of the time if you do something
| dumb at a company you make strong rules to make sure it
| doesn't happen again.
| beowulfey wrote:
| You should have sent that to Musk back when he was
| talking about buying Twitter, I bet it would have helped
| his decision making process.
| Hasu wrote:
| He won't, because 1) there was nothing in the contract
| about bot numbers and 2) Twitter probably isn't lying
| about mDAUs and bots.
| meatsauce wrote:
| 0xy wrote:
| 1) The contract states they are obligated to provide
| information, Elon alleges such information was withheld
| or curtailed - a contract violation. There doesn't need
| to be a specific clause about a particular metric because
| the obligation to provide information is broad.
|
| 2) Facebook lied about video watch time for years,
| including in SEC filings and to advertisers (essentially
| fraud). Is this an appeal to the sanctity of SEC filings?
| I don't think Facebook is significantly more reputable
| than Twitter, they're both pretty shady.
|
| Why should we just trust the company, as you imply?
| Companies routinely and regularly lie in SEC filings,
| including big tech -- and Twitter! They paid close to a
| billion in securities settlements for - wait for it -
| lying about user engagement!
|
| Twitter admitted to lying about user engagement in 2015
| and paid a hefty fine for it. [1]
|
| Is your argument really "the company that has been proven
| to lie about user engagement wouldn't lie _this time_ "?
| Seems flimsy.
|
| [1] https://www.wsj.com/articles/twitter-to-
| pay-809-5-million-to...
| elil17 wrote:
| Contract violations are more complex than that. You can't
| simply void a contract over a little technicality. Even
| if they had given him the data, he wouldn't have been
| able to get out of the contract. So a judge is not going
| to look at that and say, "oh yeah, Musk was paying $44B
| for the company and the right to review its data, so
| unless he gets both he pays nothing." The judge is going
| to go, "okay the company is worth nominally $44B and
| reviewing data is worth zilch in light of the rest of the
| contract, so these aren't equal parts."
| Hasu wrote:
| 1) They provided access to their firehose API, how is
| that not enough? The crap about rate limiting doesn't
| apply to the firehose, and decent engineers can get
| around rate limiting, so either way this doesn't hold up.
|
| 2) Twitter's CEO gave a pretty good explanation of how
| they combat bots and how they calculate their mDAUs, Elon
| Musk responded with a poop emoji. I get that his
| _personal experience_ on Twitter is heavily bot-infested,
| a significant proportion of bots on Twitter engage with
| his account and use his image as a user profile. Twitter
| doesn 't claim that the bots in Musk's feed are under 5%
| of users, or that the number of bots overall are under 5%
| of users, they claim that the number of monetizable daily
| active users is under 5%. Given the definition of a
| "daily active user", reduce to "monetizable", and
| consider the number of users who never post anything but
| read tweets and click on ads and promoted tweets, and
| this isn't hard to believe.
|
| On the other side we have Elon Musk, notorious liar,
| claiming that he doesn't want to buy Twitter because
| Twitter is lying about the number of bots, despite the
| fact that before tech stocks crashed, he said he wanted
| to buy Twitter to solve the bot problem. This isn't hard.
| He has buyer's remorse and the bots thing is the best
| excuse he has to get out of a contract he signed. It's a
| shitty excuse and no one other than Musk fanboys have any
| reason to believe him, and it's not even an excuse in
| court.
| 0xy wrote:
| >Twitter's CEO gave a pretty good explanation of how they
| combat bots and how they calculate their mDAUs
|
| Company that previously lied to investors about
| engagement and settled a massive billion-dollar lawsuit
| makes further unproven claims about engagement. You
| believe them why?
|
| Should corporations which deliberately lie to investors
| be immediately trusted again, especially on the same
| topic they got caught lying about previously?
|
| Your argument is an appeal to authority where no
| authority exists. They're liars. Not just liars in
| general, but liars about this exact topic. Do you trust
| BP's offshore drilling because the CEO now insists it's
| totally safe _this time_?
|
| >Twitter doesn't claim that the bots in Musk's feed are
| under 5% of users
|
| He never claimed this, this seems like a strawman. Did
| you read the complaint?
|
| >this isn't hard to believe
|
| Choosing to believe a company that has admitted to lying
| to investors is your prerogative, it doesn't make them
| trustworthy or correct -- and it absolutely doesn't make
| your argument based in any kind of reality (why should we
| take the liars at their word?). Why go to bat for a
| company with a billion in fines for misleading investors?
| Under what basis do you believe they've reformed and can
| be trusted?
|
| I don't understand why you believe Elon can't be believed
| because of his history of lying while you ignore
| Twitter's sordid past of securities violations and lying
| to investors.
|
| >Elon Musk, notorious liar
|
| Why don't you label Twitter as notorious liars, given
| their billion in settlements for lying to investors?
| ryanbrunner wrote:
| > Should corporations which deliberately lie to investors
| be immediately trusted again, especially on the same
| topic they got caught lying about previously?
|
| For lies known previously to Musk's offer, he had every
| opportunity to decide whether to trust Twitter or not,
| and he chose to by waiving due diligence.
|
| If there's an allegation of an additional lie that's
| material to the deal, Musk hasn't provided evidence of
| that here.
| Lazare wrote:
| > Choosing to believe a company that has admitted to
| lying to investors is your prerogative, it doesn't make
| them trustworthy or correct
|
| More to the point, it's _Musk 's_ perogative, which he
| excercised when he signed a contract to buy the company
| based on their represenations while choosing not to do
| any due diligence to verify those representations.
|
| I think Twitter is probably more believable here than you
| give them credit for, but Musk trusted them 100% for some
| reason.
| jussij wrote:
| So what damage has been done to Elon by him not buying
| Twitter?
|
| Now if Elon wins might be able to claim costs, but they
| would be minimal by comparison to the original $44B deal.
| stale2002 wrote:
| No. You are claiming that the numbers that Twitter has
| been putting in their official government stock filings
| have been false for years.
|
| Thats ridiculous.
| 0xy wrote:
| Twitter admitted to lying about user engagement in 2015
| and paid a hefty price for it. [1]
|
| Your argument is absolutely ridiculous. They've done it
| before, and settled.
|
| Seems you have absolutely no idea who you're defending,
| which is a company that has routinely misled investors on
| user engagement and paid settlements for that very fact.
|
| "The company with a history of lying to investors about
| user engagement would _never_ lie about user engagement!
| "
|
| [1] https://www.wsj.com/articles/twitter-to-
| pay-809-5-million-to...
| FabHK wrote:
| Be that as it may, it's not relevant to Musk getting out
| of his merger agreement now, which is unconditional
| except for 1) material adverse effect (which is a way
| higher bar than the well known bot issue) and 2) Twitter
| fulfilling the covenants in the agreement, such as
| continuing to run their business and providing requested
| information within reason. Since there is no way he is
| getting out under 1, MAE, he is trying 2.
| 0xy wrote:
| You claim that lying about user engagement could never
| qualify as a "material adverse effect". On what basis do
| you make this claim?
|
| As a thought experiment, if 50% of Twitter's claimed MAUs
| were bots, it would absolutely be material.
|
| Given Twitter has a history of lying about this exact
| metric, under what basis do you believe that the bot
| issue isn't material? Blind trust in the same company
| that lied about it before?
|
| I'm trying to understand why people trust the company
| that was caught lying to investors about the very subject
| they were lying about. Where do you get this trust?
| growse wrote:
| For it to be relevant, the "material adverse effect"
| needs to have been caused by an action by the company
| _subsequent_ to the deal being signed. Like, for example,
| the corporate treasurer suddenly going to Vegas and
| losing the treasury on blackjack.
|
| Twitter may well have been grossly lying all these years,
| but the time to figure that out is before you sign the
| deal. That's kinda the point of doing due diligence.
| zrobotics wrote:
| I mean, I'm anti-musk, but I certainly would believe his
| claim they've been lying about the bit population. Both
| Twitter and Facebook have lied about this in the past, so
| the only part of musk's position I find believable is
| that Twitter underreported bot users. That being said, he
| waived his right to due-diligence, so lol. Truly a
| situation where both sides are dislikable.
| hnaccount_rng wrote:
| But there is lying as in "not telling the truth in a
| technically correct way"* and there is lying as in
| "committing a fraud".
|
| Musk would need to show the latter, not only the former.
| And that carries rather stiff penalties. As opposed to
| reading the rules very precisely and only effectively
| lying. Which is what lawyers are for
|
| * always remember that Bull Clinton technically didn't
| lie. He in fact asked his lawyers before that hearing and
| was told that "no getting a BJ, according to the law,
| does not constitute a sexual relationship". In didn't end
| up mattering because him staying president is a
| _political_ decision. Unfortunately for Musk, public
| opinion does not matter here
| notyourwork wrote:
| > so the best negotiating tactic he has is being a
| disruptive asshole so TWTR
|
| Been successful at that.
| hef19898 wrote:
| And so far this behaviour earned him a law suite.
| Scarbutt wrote:
| _which could easily rebound a bit by EOY._
|
| By EOY we could be in recession.
| sokoloff wrote:
| We are very likely in a recession right now. Q1 real GDP
| growth was negative. Q2 advance estimate comes out in 3
| weeks.
| zrobotics wrote:
| Which actually makes Elon's position worse, since
| theoretically that reduces Twitter's stock price and
| increases the spread between the fixed offer and the
| current valuation. Plus, his financing tanks since it is
| predicated on Tespa's stock value.
| astrange wrote:
| > Elon has a terrible case here, so the best negotiating
| tactic he has is being a disruptive asshole so TWTR just
| wants it done with (this is playing to his strengths).
|
| Twitter isn't trying to stop him, probably because they
| don't use their product and may have forgotten they can
| just ban him.
| zrobotics wrote:
| Banning him at this stage would almost certainly expose
| Twitter to massive liability, especially as they have
| shown they will ignore rules for public figures. Twitter
| could only get away with banning Elon if he egregiously
| violated their policies, and Elon is too good of a troll
| to do anything that severe.
| [deleted]
| blueboo wrote:
| That doesn't follow. The exceptionality of Elon is
| obvious to everyone. He's the richest man on earth (by
| some measures), not an Everyman voicing a contrarian
| opinion. You couldn't convince anyone you honestly
| thought "if they banned him, they could ban me" After all
| your latte art tweets aren't significantly, materially
| damaging Twitter's financial outlook
| zrobotics wrote:
| I'm saying that the formerly most famous tweeter (trump)
| fluted rules that would have gotten my account banned.
| Twitter didn't ban trump until after Jan 6th; so Twitter
| doesn't have any way to legally justify banning Elon
| unless he does something equally egregious. That's why
| Elon didn't get banned for the pedo claims or the
| multiple SEC violations. He is such a notable figure that
| Twitter can't ban him (without violating the terms of the
| acquisition) without stupendously egregious evidence that
| Elon violated their terms.
|
| If Twitter banned Elon's account for a minor TOC
| violation now, they would likely expose themselves to
| legal retaliation. Sucks, but it seems we both agree that
| there are separate rules for the ultra-wealthy.
|
| Edit: I can't swing any stocks with my tweets; whereas
| Musk can. That is the difference, is who has the
| platform.
| astrange wrote:
| If he's calling off the deal (which isn't a thing but
| they can pretend he is), it doesn't seem like a violation
| if you agree it's off. He might then get bored and decide
| to make it on again.
|
| They had good reasons for not banning Trump until then,
| namely that he literally would've gotten their employees
| killed.
| rot13xor wrote:
| I'm curious what would happen if Twitter stock price goes
| above Musk's offer price of $54.20 during this legal
| battle.
| tsimionescu wrote:
| For that to happen, the market would have to (1) believe
| there is a very very high probability that the deal won't
| happen, and (2) believe Twitter is suddenly going to grow
| significantly.
|
| Neither of these seem very likely, especially in
| combination.
| daemin wrote:
| There's also a third irrational option, with another
| gamestop style buying spree lifting the share price up.
| quickthrower2 wrote:
| Are lawsuits limited by max(previous settlements)?
| danielmarkbruce wrote:
| texaco v pennzoil.
| pqdbr wrote:
| On the agreement he signed, maybe?
| TheCoelacanth wrote:
| When has a billionaire ever signed a contract for a $44
| billion deal this recklessly?
| selectodude wrote:
| There aren't many people stupider than Tesla investors so
| he's almost certainly the dumbest self-made billionaire I
| can think of.
| duncanawoods wrote:
| Big Tobacco settlement - $206 billion
|
| Deepwater settlement - $20 billion
|
| VW Emissions settlement - $14.7 billion
| marvin wrote:
| In an important sense, this particular conflict is (as yet)
| dramatically better than these -- it hasn't involved
| thousands of people bickering for many years.
| devoutsalsa wrote:
| Having to spend $15B as the cost for making an impulsive
| decision (when you can afford it) is a first world problem.
| Ekaros wrote:
| When does a decisions stop being impulsive? Probably at point
| when enough lawyers are hired to write a contract...
| devoutsalsa wrote:
| It probably depends on how much you need to think about it.
| If you have a minion to whom you can say "I'd like to buy
| Twitter, go figure it out, then let me know where to sign",
| there's a lot of room for being impulsive.
| hef19898 wrote:
| Tesla and SpaceX success is depending on the public opinion
| of Musk. If he ends up paying 15 _billion_ (or whatever the
| number is) over a botched take over, one that had a negative
| impact on Tesla shares, this opinion might just change. In
| which case Teslas future preception as a tech company might
| be at risk.
| sekai wrote:
| > Tesla and SpaceX success is depending on the public
| opinion of Musk
|
| No it does not, SpaceX results speak for themselves, they
| have no competition. Same with Tesla, just check their
| vehicles sold charts.
| hef19898 wrote:
| SpaceX competition: Arianne space and a bunch of
| upstarts, plus every other commercial launch service
| excluding the Russians at the moment.
|
| Tesla's competition: every other car marker.
| tigershark wrote:
| Spacex has literally no competition. No one else has
| reusable rockets and starship will soon be a rapid
| reusable heavy launch vehicle.
| ies7 wrote:
| Just pray that the cost isn't 10 times normal one and can
| only be used 9 times.
| diebeforei485 wrote:
| The other space companies don't have the cost structure
| advantages of reusability.
| hef19898 wrote:
| An advantage that we cannot be sure exists to begin with
| since SpaceX isn't piblishing financials. And for some
| launches Arianne Space is already now competitive using
| the Arianne 5, by all means an out dated design, one that
| was initially intended to carry a European space shuttle
| into space.
|
| More generally so, I have no idea why people expect any
| company to own a market completely. Any market is usually
| big enough for one than one company to be successful.
| tgsovlerkhgsel wrote:
| It might also be the kind of wake-up call that gets him to
| be less impulsive.
| tommoor wrote:
| It's also a world first problem
| iLoveOncall wrote:
| > the difference between the fair current market value (~20B$?)
| and the purchase price (~44B$)
|
| Why would the current market price have anything to do here?
| Twitter want him to be forced to buy for $44B, not a penny
| less.
| TheCoelacanth wrote:
| The original purchase price minus the current market value is
| how much they lose if he backs out of the deal, so that's the
| ballpark of what they would want to get paid to let him not
| buy Twitter.
| iLoveOncall wrote:
| That's not true, they lose more. If it is acquired they
| sell all their shares instantly without any negative effect
| on the price of the shares. If they did that not as part of
| an acquisition, the share price would tank.
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