[HN Gopher] Twitter Complaint Demonstrates That Every Lawyer Is ...
___________________________________________________________________
Twitter Complaint Demonstrates That Every Lawyer Is Smarter Than
Musk
Author : wgx
Score : 24 points
Date : 2022-07-15 20:43 UTC (2 hours ago)
(HTM) web link (abovethelaw.com)
(TXT) w3m dump (abovethelaw.com)
| favorited wrote:
| Only a handful of judges have ever forced reluctant buyers to
| close on an acquisition. One of them is Judge Kathaleen
| McCormick, the chancellor assigned to hear Twitter's case against
| Musk.
|
| https://bdnews24.com/world/americas/2022/07/15/judge-in-twit...
| AnimalMuppet wrote:
| _W O W_.
|
| This is what happens when you think you're the smartest guy in
| the room, and it's not your room.
| torstenvl wrote:
| The WSJ has a very different take: https://archive.ph/DKex6
|
| The ATL blog post from Joe Patrice seems to hinge its argument on
| two things: (a) specific performance is a major threat and "one
| expects that _someone_ will prevail upon Musk to settle before
| that happens " (emphasis in original); and (b) due diligence was
| waived so Musk doesn't have a leg to stand on (Patrice is
| "flummoxed by Musk's theory that he'll ever see this data in
| court [because h]e waived diligence").
|
| That's a weak argument. Specific performance is drastic, and
| arguably unconstitutional in many contexts (albeit not this one
| most likely), so courts almost _never_ order it. Additionally,
| waiving due diligence doesn 't grant the seller free rein to
| provide material misrepresentations. If Twitter is making a claim
| about how many _actual_ human users it has (which it is doing by
| providing the number of users and saying 5% or less are bots),
| and that claim is materially false, that 's the ballgame.
|
| (AboveTheLaw tends to be long on cheerleading and snark, and
| short on legal analysis, particularly when an issue presents
| itself as GenZ fan faces versus The Establishment, something you
| can see by reading their many other articles.)
|
| (Disclaimer: IAAL but IANAMAL. My comment here has a modicum of
| insight over a random layman but is emphatically _not_ the
| opinion of an expert or practitioner in this particular field.)
| seanhunter wrote:
| Not only do courts order specific performance but the exact
| judge hearing this case ordered specific performance in a
| merger where the purchaser attempted to pull out claiming a
| material adverse change.
| Kon-Peki wrote:
| > AboveTheLaw tends to be long on cheerleading and snark, and
| short on legal analysis, particularly when an issue presents
| itself as GenZ fan faces versus The Establishment, something
| you can see by reading their many other articles.
|
| That would be a major change from the old days. Back before Gen
| Z was old enough to get a job, ATL was a blog run by a woman
| named Ellie. It was aimed specifically at BigLaw associates and
| was total snark all day, everyday. If you saw something there
| you didn't see elsewhere, there was a 99% chance it was inside
| info from one of the associates on the case.
| TigeriusKirk wrote:
| >"one expects that someone will prevail upon Musk to settle
| before that happens"
|
| My question is "Settle how?" Pay a penalty and still not own
| Twitter? That seems like an unlikely outcome to me. Why would
| he do that? Why would he not simply complete the transaction
| instead?
| abracadaniel wrote:
| If the options are to pay $50b for something worth $20b, or
| pay $1b and walk away, then walking away is the better choice
| by far.
| AnimalMuppet wrote:
| Yeah, but I don't think those are his choices.
|
| Pay $1b and walk away is his _best_ outcome. That 's if he
| _wins_. If he loses, he may have to pay $50b for something
| worth $20b. Settling will be somewhere in between - maybe
| paying $10-15b to walk away.
|
| Of course, if he settles, it will be with a sealed
| agreement. And then he can publicly claim victory...
| Jabbles wrote:
| It's not going to be that secret though, Twitter's next
| quarterly financial report may suddenly contain $10B in
| cash and reveal it quite directly.
| pengaru wrote:
| > Pay $1b and walk away is his best outcome. That's if he
| wins.
|
| No, his best out come if he wins is he pays nothing
| because Twitter lied about what they're selling.
| dragontamer wrote:
| Except Elon Musk went to Twitter with a seller-friendly
| request and signed away his right to due diligence.
|
| Twitter never "lied" about anything. Heck, they barely
| negotiated anything at all. Elon Musk arrived, bought 9%
| of the company (and had a number of SEC violations while
| doing so since he didn't file various forms in time), and
| then threatened to enter into a hostile takeover of
| Twitter.
| pengaru wrote:
| Aren't you stating the very thing that will be argued in
| court?
| dragontamer wrote:
| Do you have evidence to the contrary? Or is your
| viewpoint fully driven by blind-faith alone?
|
| We all saw the public moves Elon did upon approaching
| Twitter on this subject. Or have you already forgotten
| his major announcements just 3 months ago and the drama
| about being a "Free Speech Absolutionist" or whatever he
| was calling himself?
|
| Twitter wasn't looking for a buyout. Period. Elon went to
| them. That's obviously what happened here.
| AnimalMuppet wrote:
| Well, Proverbs says (paraphrasing) "When one party
| speaks, it sounds convincing, but when the other party
| examines them, then it doesn't sound so convincing."
|
| That is, the evidence we have in _support_ is Twitter 's
| filing. Taking that as authoritative, or even unbiased,
| is a mistake.
|
| And, it's not going to matter who approached who. What's
| going to matter is the words of the signed agreement.
| Everything else is irrelevant.
|
| Mind you, you're not necessarily wrong. But... back in
| the day, I spent a lot of time following SCO v. IBM.
| Public announcements of a deal don't always give a good
| idea of what the deal actually looks like.
| pengaru wrote:
| I have no dog in this race, it's between Musk and
| Twitter.
|
| Both sides have their arguments, I couldn't care less
| which side "wins".
|
| The only thing I wanted to point out is that the best
| case is clearly Musk walking away without paying $1B.
| That's why this is going to court, a B represents a lot
| of zeroes for lawyers to at least get a taste of fighting
| over.
| anotherman554 wrote:
| Specific performance is perfectly constitutional in this
| matter, and you don't seem to understand that Twitter's
| representations were highly qualified, making it seemingly
| impossible for Musk to show there were material
| misrepresentations. You seem to be under the misapprehension
| that Twitter claimed there were 5% or less bots. This is not
| true. They never made unqualified claims about the number of
| bots.
|
| How do I know this? I subscribe to Matt Levine's newsletter.
| He's a lawyer who follows this stuff for a living.
| dragontamer wrote:
| > The WSJ has a very different take: https://archive.ph/DKex6
|
| Your link has nothing to do with any statement you made.
| [deleted]
___________________________________________________________________
(page generated 2022-07-15 23:02 UTC)