Twitter sues Elon Musk and urges him to fulfill his promise to buy



On July 12, 2022, Twitter charged Elon Musk with a breach of contract that Elon Musk did not agree to buy the company for $ 44 billion. Twitter is demanding the fulfillment of the original acquisition agreement, and experts point out that Mr. Musk is inferior.

Twitter (TWTR) Sues to Force Elon Musk to Consummate $ 44 Billion Buyout --Bloomberg

https://www.bloomberg.com/news/articles/2022-07-12/twitter-sues-to-force-musk-to-consummate-44-billion-buyout

On April 25, 2022, Twitter agreed to Mr. Musk's proposal to acquire the company for a total of $ 44 billion. However, Mr. Musk later announced that the acquisition would be canceled, saying that 'there are more bots active on Twitter than officially announced.' Twitter asked Musk to provide real-time all-tweet data, ' firehose ,' to proceed with the deal, but Musk announced on July 8 that the deal would be cancelled.

Elon Musk announces 'cancel Twitter acquisition'-GIGAZINE



When Musk announced the termination of the deal, Twitter Chairman Bret Taylor said he would take legal action. And Twitter officially charged Mr. Musk on July 12.

In a complaint filed in the Delaware Court of Equity , Twitter said, 'Mr. Musk, who made a big turn in public to buy Twitter, proposed and signed a merger agreement in favor of the seller, said others. Unlike, he seems to think that if he feels like it, he can pull down the company as he pleases, disrupt management, damage shareholder value , and leave. ' 'We will file this proceeding to force Mr. Musk to suspend further violations, fulfill his legal obligations, and meet some unresolved conditions to complete the acquisition. That's it. '

Mr. Musk's contract breach claimed by Twitter is as follows.
• There was a serious breach of our obligation to make reasonable and best efforts to complete the acquisition.
There was a serious breach of the ' hell-or-high-water covenant ' of doing everything necessary to complete funding.
・ There was a serious breach of the obligation to provide Twitter with information on the status of debt finance.
-There was a serious breach of the obligation to refrain from unreasonably withholding consent to operational decisions.
・ There was a serious breach of the obligation to ask Twitter for consent to public comments regarding the acquisition and not to swear the company and its representatives with tweets related to it.
-There was a serious breach of the obligation not to misuse confidential information.


by Wired Photostream

According to Bloomberg, Mr. Musk and Twitter's acquisition agreement 'if negotiations break down, under certain conditions, the side that canceled the contract will pay a contract cancellation fee of $ 1 billion (about 137 billion yen).' It is said that the clause is included. The trial will focus on whether the spambot issue that Musk is causing to stop buying Twitter is recognized as a reasonable reason for breaking the deal.

'Mr. Musk is inferior in court. Mr. Musk did not have all the data he requested, but a serious breach equivalent to the termination of the acquisition agreement,' said Matthew Schettenhelm, a litigation analyst at Bloomberg. It will be difficult to prove that there was. '

After the proceedings on Twitter were reported, Mr. Musk tweeted, 'Ironic story (laughs).' In addition, Twitter had previously taken countermeasures to prevent the acquisition by Mr. Musk.

in Web Service, Posted by log1l_ks