You're moving the goal posts on my analogy which is ironic ...
In a corporate acquisition, the contract is law. And if a party, with billions of dollars, chooses to waive a standard provision, then the choice to waive that provision is held against them when interpreting the parties' understandings of the terms and representations that were included in the contract.
In this case, Musk deliberately waived due diligence to get Twitter to accept his offer. This means, that all representations must be interpreted in the light in which they were not material to the contract and thus not grounds for withdrawing from his obligation to proceed with the purchase.
Because clearly everybody is having hard time understanding this ...
When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale.
So you accidentally gave a perfect counter example as to why you are wrong.
Musk has zero way of proving Twitter is lying about its bot problems. In fact, their bot case is fairly ironclad because as others have mentioned, they've been reporting on it for years and it's been implicitly assumed to be true, incl. by Musk who mentioned it as part of the reason why he was buying Twitter.
In order to prove Twitter is lying, he would need to prove that the past few years of data is falsified, provide his own data and prove his data is more accurate than Twitter.
He has to prove that they are lying AND the real number is a material change to the contract worthy of dismissing the contract.
By publicly stating that he thinks the bot problem is worse than they are saying AND that he is buying the company in part to fix the bot problem AND by waiving due diligence, Musk will have difficulty establishing that whatever new "bot number" he finds is actually a material change to the situation.
You have proven your own ignorance with your example!
The sellers are liable for some things, in some states, because there are laws that say they are liable for some things.
No such laws generally apply to corporate acquisition agreements.
And yes, nothing protects a company from not disclosing material information regardless of “due diligence”, including fraud. So give it up.
I'm not sure you understood my comment. The point of my comment was that with respect to housing sales, sellers have responsibilities with regards to things not covered by the sales contract because the law says they do. It's so not the point as to whether they are state or federal laws (but on that note, the "federal disclosure laws" specifically only apply to the use of lead-based paint in housing built before 1978, or in other words, to less than 25% of the US housing market).
There are no similar laws that govern corporate acquisitions. If an acquisition agreement does not explicitly (or by incorporation) require a disclosure about "X" , then the lack of disclosure about "X" has absolutely no impact on the resolution of the parties' respective contractual obligations.
There are no requirements to disclose anything at all on a hostile take over, that’s why smart people don’t waive due diligence.
Surprise, the basement isn't leaking. You just claimed it was.
This is the problem, you believe Elon is right without proof.
In some places, you can also sell a house as "condemned" and then you have no recourse what-so-ever.