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A comment on Notice of termination of Twitter merger agreement. Parent comment

Re:Notice of termination of Twitter merger agreement by bryananderson on Friday July 08, 2022 @05:34PM (#32027481)
As Matt Levine explained [0] the “waiving due diligence” doesn’t really mean anything now. What does mean something is that he signed a binding agreement to buy Twitter, giving Twitter the right to compel him to close the deal, and there’s no “too many bots” exception, nor a “you were wrong (or even lied) about something you said” exception. He has to prove that it’s a “material adverse effect” which I understand is nearly impossible (he’d have to convince a Delaware judge that the company is worth at least 40% less than stated because of this, and in practice it seems these suits almost never succeed).

[0] https://twitter.com/matt_levine/status/1545151445057536001

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Re:Notice of termination of Twitter merger agreement by dylan604 on Friday July 08, 2022 @05:44PM (#32027652)
I absolutely love that fact that this tweet happy individual might actually get slapped for just tossing out tweets. Not sure if $1B would make him squirm or not, but even for billionaires, $1B is an expensive twitter rant.
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Re:Notice of termination of Twitter merger agreement by swores on Friday July 08, 2022 @05:53PM (#32027813)
If he gets punished it won't be for "just tossing out tweets" it will be for negotiating and signing a legally binding contract and then breaking it.

It would be possible to enter into a contract through tweets alone. That didn't remotely happen here, though.

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Re:Notice of termination of Twitter merger agreement by dylan604 on Friday July 08, 2022 @05:58PM (#32027921)
But he only signed that agreement because his ego wouldn't let him back away from those tweets
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Re:Notice of termination of Twitter merger agreement by tsimionescu on Saturday July 09, 2022 @12:30AM (#32031684)
Note that Musk stands to spend $44B, not $1B.
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Re:Notice of termination of Twitter merger agreement by deelowe on Saturday July 09, 2022 @01:03AM (#32031891)
He currently owes twitter 44B, but actual damages would be 44B minus the FMV, so closer to like 10-20.
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Re:Notice of termination of Twitter merger agreement by tsimionescu on Saturday July 09, 2022 @03:21AM (#32032699)
I won't speculate on what the damages might be in a trial, but yes, he owes them $44B but they owe him the whole company after he pays.
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Re:Notice of termination of Twitter merger agreement by roflyear on Saturday July 09, 2022 @01:24AM (#32032025)
Where are you guys getting this number from? Similar cases have settled for almost the full original amount. Like 95%+. Not half or less than half. Are you just making stuff up?
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Re:Notice of termination of Twitter merger agreement by cookingrobot on Saturday July 09, 2022 @04:06AM (#32032976)
They’re saying that if everyone just did what they agreed to do: - Musk would give Twitter shareholders $44B in cash, - Twitter shareholders would give Musk ownership of the company.

Note that today, Twitter is worth $28B. So the agreed deal essentially gives the shareholders $16B in profit.

So a judge might tell Musk he can’t back out and has to buy Twitter for $44B like he said he would. Or it might let him just give the shareholders $16B and not get the company.

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Re:Notice of termination of Twitter merger agreement by roflyear on Saturday July 09, 2022 @11:26AM (#32035917)
When has the second instance ever happened and what's the mechanism for that? Every shareholder gets a check?
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Re:Notice of termination of Twitter merger agreement by 988747 on Saturday July 09, 2022 @07:12PM (#32040197)
Typically, if you want to distribute money to each and every shareholder you pay them dividend. Must would only need to wire money to Twitter corporate account first.
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Re:Notice of termination of Twitter merger agreement by dylan604 on Saturday July 09, 2022 @01:45AM (#32032165)
It's the internet. Just say it with enough conviction, and others will buy it. Continue to say it, and everyone will buy it.

Er, not just the internet now

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Re:Notice of termination of Twitter merger agreement by somenewaccount1 on Friday July 08, 2022 @05:52PM (#32027807)
idk. the fact that the price had already sunk nearly 40% from his price over this period could clearly indicate that his assumption isn't without merit.
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Re:Notice of termination of Twitter merger agreement by ceejayoz on Friday July 08, 2022 @06:49PM (#32028731)
Only if you don’t bother to take a look at the rest of the market.
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Re:Notice of termination of Twitter merger agreement by donarb on Friday July 08, 2022 @06:55PM (#32028822)
But for Musk's machinations, said stock price would not be down 40%. He caused the stock to drop.
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Re:Notice of termination of Twitter merger agreement by CogitoCogito on Saturday July 09, 2022 @06:43AM (#32033738)
I guess if public investors 100% believed Musk would pay, the stock should sit at $44 billion. I guess if Musk is forced to close or to pay equivalent damages, the value will jump back to that in the end.
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Re:Notice of termination of Twitter merger agreement by harambae on Tuesday July 12, 2022 @12:32AM (#32065675)
Exactly. Plenty of people willing to profit off the arbitrage if he's actually going to be forced to buy twitter at the original amount.

The current price ($32) reflects be probably won't.

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Re:Notice of termination of Twitter merger agreement by jimmydorry on Saturday July 09, 2022 @01:14AM (#32031961)
I'd say the tech sector getting routed played a bigger part. It's not like Twitter dropping 40% (for any reason) is exceptional amonst all the other stocks that dropped 20-60% over the last year.
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Re:Notice of termination of Twitter merger agreement by bryananderson on Sunday July 10, 2022 @06:42AM (#32043493)
Price changes due to macroeconomic circumstances are explicitly listed in the contract as not being grounds to get out of the deal.

I’m telling you, the guy really signed an ironclad contract forcing him to pay $44B to buy Twitter.

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Re:Notice of termination of Twitter merger agreement by quickthrowman on Friday July 08, 2022 @11:25PM (#32031279)
If the share price is lower than $54.20, it’s because the market doesn’t believe the sale will be completed. The difference between $54.20 and the current share price represents the probability of the transaction falling through.

Twitter has done nothing to impede the transaction, so any uncertainty (and thus decline in TWTR share price below $54.20) is due to the actions of the buyer, who is… Elon Musk.

Therefore, Elon is responsible for any decline in the share price since the purchase agreement was signed.

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Re:Notice of termination of Twitter merger agreement by ImPostingOnHN on Friday July 08, 2022 @08:27PM (#32029963)
maybe if he can prove that his bot claims, and claims about twitter's willful fraud, are both true, and the reason everybody sold
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