Twitter Inc has sued Elon Musk for breaching a $44 billion deal to buy the social media platform and asked a Delaware court to order the world’s richest man to complete the merger at the agreed-upon $54.20 per share of Twitter, according to a court. “Musk apparently believes that — unlike any other party subject to Delaware contract law — he is free to change his mind, wipe out the company, disrupt its operations, destroy shareholder value, and walk away.” the lawsuit said Tuesday. On Friday, Musk said he was ending the deal because Twitter breached the agreement by failing to respond to requests for information about fake or spammy accounts on the platforms, which is fundamental to its business performance. Musk did not immediately respond to a request for comment. The lawsuit accused Musk of “a long list” of violations of the merger agreement that “harmed Twitter and its operations.” Shares of the social media platform fell to $34.06 on Tuesday from above $50 when the deal was approved by Twitter’s board in late April. The company has said for years in regulatory filings that it believes about 5 percent of accounts on the platform are fake. Musk has also claimed that Twitter broke the acquisition deal when he fired two top managers and fired a third of its talent acquisition team. Twitter said it negotiated to remove from the merger agreement language that would have made such layoffs a violation of ordinary course requirements. Twitter Chairman Brett Taylor previously said the company’s board was “committed to closing the transaction at the price and terms agreed upon with Mr. Musk and plans to take legal action to enforce the merger agreement.” The terms of the deal include a $1 billion fee if Musk does not complete the transaction as agreed. Daniel Ives, an analyst at investment firm Wedbush, previously said in a note to clients that the litigation could negatively affect Twitter, saying “the company will fight Musk in a protracted legal battle to recover the deal or /and its breakup fee of at least $1 billion.” Musk took to the platform, where he has more than 100 million followers, to criticize Twitter executives such as CEO Parag Agrawal and challenge Twitter’s claims about the prevalence of spam accounts. In response to a tweet from Agrawal talking about the steps Twitter has taken to crack down on fake accounts, Musk responded with an emoji. Such tweets have now become ammunition for Twitter as it hopes to prove that Musk was careless and frivolous about the deal and the effect his words might have on the company he hoped to buy. In the complaint against Musk, Twitter states: “To Musk, it appears that Twitter, the interests of its shareholders, the transaction Musk agreed to, and the legal process to enforce it are an elaborate joke.”
