In its lawsuit, Twitter sought to show that Mr. Musk’s claims against it had no merit. Instead, it was Mr. Musk who was violating the agreement, the company said. Twitter was relentless, calling his escape strategy a “model of hypocrisy” and a “model of bad faith.” He backed up his argument with several tweets from the billionaire. Here are the main points that Twitter made to try to show that it wasn’t in violation of the agreement and that Mr. Musk was.
Twitter says it has given Mr Musk the necessary disclosures about the spam accounts.
Contrary to Mr. Musk’s claims that Twitter blocked his efforts for information about spam accounts, the company said in its lawsuit that it provided him with data. When Mr. Musk asked for the information, the company honored some of his requests, such as the delivery of a so-called fire hose or a massive stream of tweets. But even as he did so, Twitter said in its suit, Mr. Musk’s demands for information became progressively unreasonable. “From the outset, the defendants’ requests for information were designed to try to prevent the settlement,” according to the suit. “Musk’s increasingly outlandish requests reflect not a genuine examination of Twitter’s processes, but a litigation-based campaign to try to establish a record of non-cooperation on Twitter’s part.”
Twitter says it had no “material adverse effect.”
Mr. Musk argued that Twitter’s public disclosures that about 5 percent of its users are bots are materially misleading, which would constitute a “material adverse effect” under the terms of the settlement. Mr. Musk’s contract with Twitter requires his regulatory disclosures since January to be accurate. However, Twitter noted that its regulatory filings had cautioned that the figures were estimates. (Twitter’s chief executive, Parag Agrawal, has described how the company detects and combats spam bots.) Twitter also said the existence of bots was part of the reason Mr. Musk wanted to buy Twitter.
Twitter says it was running its business as usual and keeping Mr Musk informed.
Mr. Musk said another reason he wanted out of the deal was that Twitter didn’t perform as well as he expected while the acquisition was closing. Among other things, Mr. Musk said, Twitter slowed his hiring and didn’t warn him before recently firing two executives who he said violated the terms of the deal. But Twitter said in its lawsuit that its hiring slowdown aligned with what Mr. Musk had told the company he wanted. The company added that it had informed Mr Musk’s lawyers of its decision to let the two executives go and that the lawyers had “not raised any objection”. The suit does not say when Mr. Musk’s lawyers were informed of those decisions.
Twitter says Mr. Musk breached the agreement by halting efforts to close the deal.
Under the terms of the deal, Mr. Musk must use “reasonable best efforts” to close the deal, including securing debt financing for the $44 billion purchase. But Twitter said in its lawsuit that Mr. Musk appeared to be abandoning efforts to complete its debt financing, violating the agreement. In addition, the company said, it disappeared when Twitter executives, including Ned Segal, its chief financial officer, reached out to discuss evidence of spam accounts that Mr. Musk had said he was concerned about. Mr. Musk also appeared to get rid of executives who were working to help him close the deal, such as Bob Swan, the former chief executive of Intel, according to the lawsuit. On June 23, Mr. Musk said on Twitter that he had “asked Swann to ‘walk away from the deal process as we are not on the same page,’” the lawsuit said.
Twitter says Mr. Musk violated the terms of the deal by disparaging the company.
The agreement also said Mr. Musk could not disparage Twitter or its employees in tweets. However, it did so multiple times, Twitter claimed, in violation of the agreement. The lawsuit included screenshots of a series of tweets by Mr. Musk, including one in which he said a lawyer from Twitter had informed him that he had violated a non-disclosure agreement. In another, Mr. Musk used a mean emoji in response to a tweet by Mr. Agrawal. In addition, Twitter pointed to comments by Mr. Musk, on Twitter and at conferences, that publicly questioned the veracity of Twitter’s disclosures about its spam accounts.
title: “Why Elon Musk Can T Get Out Of The Twitter Market According To Twitter " ShowToc: true date: “2022-12-24” author: “Enedina Debusk”
In its lawsuit, Twitter sought to show that Mr. Musk’s claims against it had no merit. Instead, it was Mr. Musk who was violating the agreement, the company said. Twitter was relentless, calling his escape strategy a “model of hypocrisy” and a “model of bad faith.” He backed up his argument with several tweets from the billionaire. Here are the main points that Twitter made to try to show that it wasn’t in violation of the agreement and that Mr. Musk was.
Twitter says it has given Mr Musk the necessary disclosures about the spam accounts.
Contrary to Mr. Musk’s claims that Twitter blocked his efforts for information about spam accounts, the company said in its lawsuit that it provided him with data. When Mr. Musk asked for the information, the company honored some of his requests, such as the delivery of a so-called fire hose or a massive stream of tweets. But even as he did so, Twitter said in its suit, Mr. Musk’s demands for information became progressively unreasonable. “From the outset, the defendants’ requests for information were designed to try to prevent the settlement,” according to the suit. “Musk’s increasingly outlandish requests reflect not a genuine examination of Twitter’s processes, but a litigation-based campaign to try to establish a record of non-cooperation on Twitter’s part.”
Twitter says it had no “material adverse effect.”
Mr. Musk argued that Twitter’s public disclosures that about 5 percent of its users are bots are materially misleading, which would constitute a “material adverse effect” under the terms of the settlement. Mr. Musk’s contract with Twitter requires his regulatory disclosures since January to be accurate. However, Twitter noted that its regulatory filings had cautioned that the figures were estimates. (Twitter’s chief executive, Parag Agrawal, has described how the company detects and combats spam bots.) Twitter also said the existence of bots was part of the reason Mr. Musk wanted to buy Twitter.
Twitter says it was running its business as usual and keeping Mr Musk informed.
Mr. Musk said another reason he wanted out of the deal was that Twitter didn’t perform as well as he expected while the acquisition was closing. Among other things, Mr. Musk said, Twitter slowed his hiring and didn’t warn him before recently firing two executives who he said violated the terms of the deal. But Twitter said in its lawsuit that its hiring slowdown aligned with what Mr. Musk had told the company he wanted. The company added that it had informed Mr Musk’s lawyers of its decision to let the two executives go and that the lawyers had “not raised any objection”. The suit does not say when Mr. Musk’s lawyers were informed of those decisions.
Twitter says Mr. Musk breached the agreement by halting efforts to close the deal.
Under the terms of the deal, Mr. Musk must use “reasonable best efforts” to close the deal, including securing debt financing for the $44 billion purchase. But Twitter said in its lawsuit that Mr. Musk appeared to be abandoning efforts to complete its debt financing, violating the agreement. In addition, the company said, it disappeared when Twitter executives, including Ned Segal, its chief financial officer, reached out to discuss evidence of spam accounts that Mr. Musk had said he was concerned about. Mr. Musk also appeared to get rid of executives who were working to help him close the deal, such as Bob Swan, the former chief executive of Intel, according to the lawsuit. On June 23, Mr. Musk said on Twitter that he had “asked Swann to ‘walk away from the deal process as we are not on the same page,’” the lawsuit said.
Twitter says Mr. Musk violated the terms of the deal by disparaging the company.
The deal’s contract also said Mr. Musk could not disparage Twitter or its employees in tweets. However, it did so multiple times, Twitter claimed, in violation of the agreement. The lawsuit included screenshots of a series of tweets by Mr Musk, including one in which he said a Twitter lawyer had informed him he had breached a non-disclosure agreement. In another, Mr. Musk used a mean emoji in response to a tweet by Mr. Agrawal. In addition, Twitter pointed to comments by Mr. Musk, on Twitter and at conferences, that publicly questioned the veracity of Twitter’s disclosures about its spam accounts.
