So if you say "I went into this deal thinking twitter had no bots and OMFGBBQ there are bots" then twitter are going to say "look at our numerous filings on bots and why not actually go on twitter at all you can see there are bots" and therefore no material breach. He has to show somehow that the failure to provide him with complete and accurate information somehow makes the deal materially worse than he could reasonably have thought going in. And that's pretty hard to prove. I believe Delaware has been very reluctant to find material breach in these sorts of circumstances. (eg even if he was to somehow prove that the bot problem was 100x worse than twitter's public statements I'm not sure that would be sufficient to prove an actual material breach given the difference in ad revenue between "lots of bots" and "hella bots all over the place" is probably not material and he knew the revenue number going in).

My expectation is he wants to make it painful enough for them in court and on social media to drop the breakup fee but they have seen for ages that he was likely to attempt this and would be sued to hell and back by other shareholders if they drop the fee and therefore will strap themselves in for a fight.

[1] I'm definitely not a lawyer but I have been involved in a few M&A situations and have been advised on this kind of thing by pretty good lawyers a couple of times.

July 4th: https://openargs.com/oa610-elons-twitter-deal-was-a-complete...

May 12: https://openargs.com/oa595-shareholders-sue-twitter-alleged-...

Here is the brunt of why they think the deal won't go through: because it is difficult to prove extent of damages and because innocent third parties (the banks partnering with Musk) would be adversely affected, the courts will be disinclined to trigger the historically rare 'specific performance' to compel the merger. They believe a more likely outcome is Musk will instead be compelled to pay the $1 billion but a decade-long legal battle will ensue over it.

While it is an interesting listen, I wish they provided more substance for their conclusions especially since they're running counter to most other debate I'm seeing. Third parties aside, I fail to understand how legally the courts cannot pursue Musk's personal assets for the full amount. But I'm not a lawyer and haven't read the purchase agreement in detail.

Since it would take forever, it's much more likely the two sides settle or give up before they run out of legal tricks.

Something like "Twitter lied, actually 15% of active users are bots, not < 5%" would never count. But "Twitter lied, 85% of active users are bots, the advertisers found out, they stopped buying ads, and now Twitter has been faking revenue numbers to cover it up" would count.

It's hard to stress enough just how far Musk is from showing a Material Adverse Event, even if his wildest suspicions about the number of bots on Twitter are true (...not that it seems likely they are, mind you).

Musk never intended to buy Twitter. The objective was to expose Twitter as the propaganda machine it is.

Edit: Typos.

The true magnitude of the bot problem is exposed in court. Twitter is exposed for not only lying to Musk, they're also now in trouble for lying to the SEC (for years) and by that same token, lying to investors and advertisers.

Twitter stock crashes to an unthinkable low, DWAC buys it all up.

It’s like buying a house after famously visiting it every day for several years running, seeing all the faults with your own eyes, telling everyone you were going to fix the faults, and even trying to humiliate the sellers for not having built the house to your standards in the first place.

Edit: typos

The number of bots on Twitter has always seemed like a boon of an issue to me. Twitter wants to keep it's user/engagement numbers up and bots do help them. I can 100% understand why they've taken a soft approach to it, even if I find it ethically questionable.

I'm going to go out on a limb and say that anyone who's engaged with Twitter, or knows a reasonable amount about it has known about this problem for many years. I find it hard to believe that Elon wouldn't have been well aware of this upfront.

---

The part of your simplification that I take issue with is, "[...] that the seller had hidden." IMO - everyone in town knows that house has building code issues, but, no one really knows the exact extent. Unfortunately, these same building code issues are likely keeping the building standing.

The seller has a gray-area "issue" that is on the fence between "feature" and "bug," and the buyer is using it as leverage to pull out of a deal they're on the hook for.

OMFGBBQ ?

Oh My F&&&&ing God Bar-B-Q ?

https://www.urbandictionary.com/define.php?term=omgwtfbbq%21

It has nothing to do with accuracy. Twitter is supposedly not providing the data: 'While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations.'

> The letter complains that Musk asked for data allowing him to "independently verify Twitter's representations regarding the number of mDAU" -- but where does the agreement provide for that verification as a condition of the deal?

Section 6.11, the part of the deal where Twitter needs to provide necessary information to secure debt: 'and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction.'

I have little doubt anyone lending that kind of money would require the buyer to independently verify the mDAU.

HN is for thoughtful, curious conversation. If you wouldn't mind reviewing https://news.ycombinator.com/newsguidelines.html and taking the intended spirit of the site more to heart, we'd be grateful.

Edit: it looks like we've had to warn you lots of times in the past. If you continue like this we're going to end up having to ban you, so please stop.

I have insight into this topic and I am completely correct. I have done nothing but lay out the reality of the situation, and did NOT engage in flame baiting.

I think you are out of line on this one. However, I will refrain from commenting on this topic in such a manner.

What was good: "These are tentative offers with multiple failure points with all sorts of conditions" is good, but not much, and it's not clear why/how that matters. If you had begun your comment with that sentence and then added more explanation, it would have been great.

What was bad:

- Leading with "Wrong" is a swipe and clearly against the site guidelines.

- "You obviously don’t work in finance or you’d know better, despite your username." is another swipe, definitely flamebait, and also clearly against the site guidelines.

I do agree that the agreement's debt financing provisions may provide Musk an out -- "I wanted to close, but I couldn't get debt b/c you wouldn't cooperate".

I'm a little surprised that Twitter agreed to any sort of financing provision, precisely because it seems to allow Musk to screw up his debt raising and then point to that as an out.

But that is not a complaint in the letter, and becomes an argument about what lenders require for debt financing. Musk will have to show that lenders cared about this, and Twitter will have discovery to find evidence they didn't.

From the proxy agreement

> cause the Equity Investor [Musk] to fund the Equity Financing, or to enforce the Equity Investor's obligation to fund the Equity Financing directly, and to consummate the Closing.

One problem for Musk is he's been casting doubt on the bot numbers publicly, even before the deal. One of he's stated reasons for the deal was to deal with spam bots. Twitter has also reported basically the same 5% number in it's filings for years. If it really was a sticking point for Musk he should've done his due diligence before committing to to buy Twitter.

They can be interested all they want, doesn't mean they can back out of a deal unless they can demonstrate fraud or gross negligence on behalf of Twitter.

Probably not. There has been one MAC finding in the history of MACs. It was a trifecta of fraud, management throwing in the towel the moment the merger was agreed and a massive revenue drop.

Musk’s only hope is to get his banks to pull financing. That’s going to be tough.

Nobody would call 20% approximately the same as 40% so you are incorrect.

Why should a disinterested, objective financier care if $1 billion dollars of revenue came with a real figure of 20% spambots rather than the estimated 5%? That just means true revenue per mDAU is something like 18% better than estimated.

If the real number is 50%, then true revenue per user is about double. If the real number is actually 99%, true revenue per user is about 20x. There would also probably be some very quick wins for improving the quality of the service.

There may be an argument for needing accurate mDAU figures - but Musk isn’t making one, the financiers didn’t ask for them, the market has NEVER had accurate figures for social media anyway, and there’s no legal standard for it.

That’s if you assume that advertisers have no idea what the result of ad impressions are. (Which is an argument I’m sympathetic to, but isn’t flattering to the ad industry.) If they do have an idea of the results of ad impressions, it would mean that their ads are actually proportionally more effective than they thought, since their revenue brought in by ads has stayed the same but with fewer impressions.

He has to get the money somehow, but he could just sell enough SpaceX if he felt like it.

Sure you probably can't force the transaction to complete but you can sue for it and when the other parry demonstartes that they're not willing to complete a transaction they committed then you start suing for damages.

Be very surprised, they capped the firehouse. From the filing:

> Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time.

Musk did go around knocking on lots of doors to get money and I am not sure if he actually managed to get enough funds; I don't think personally it is a good deal without some internal fundamental data to prove otherwise.

Of course, I am puzzled also that Twitter gave him a smidge of a way out.

Not really. Reading the letter it sounds more like Musk has started to make more specific requests, likely in the hopes of them not being able to service them. For example, he claims in the letter that he requested daily mDAU numbers for the previous 8 quarters (i.e. 2 years) and they only gave him rolled-up numbers.

I find it completely believable that they may not have a daily breakdown for 8 quarters, and so they can't provide the information requested.

Nobody worth their wage drops data that aggressively unless they are compelled by law.

Heck, not only “what happens on Twitter each day of the week” is a very valid data question, but even by the hour.

However, saving user identifiable information > 90d is a challenge these days - you have to anonymize it, which defeats Musk's purported goal. (And it might be illegal to share that data w/ a 3rd party.)

Nope. Musk's financing is not conditional on that.

Didn't he get access to the firehose, which is, AFAIK, -ALL- the data? (not the 50GB he tweeted about but supposedly a 2TB/day stream?)

It's not all the views. And 'daily active users' are mainly viewing, not posting.

Which makes me wonder why the argument about 'the firehose' and 'bots' matters.

Bots that create fake engagement signals (fake clicks, fake media views, fake DM engagement, as well as fake replies and likes) can manipulate what content gets promoted onto real users’ feeds.

From a business point of view, the problem is that if people can manipulate and promote messages on Twitter by using fake engagement, they are not paying Twitter to promote tweets. As well, I guess, as undermining regular users’ confidence that the things that show up in ‘trending topics’ really are ‘trending’.

But bots posting propaganda - if they’re any good at it - might, weirdly be a good thing for Twitter’s numbers, because they create controversial posts that drive engagement into which Twitter can sell advertising.

Looking at the firehose tells you very little about any of that though. There could be a million bots who post lorem ipsum tweets at a rate of hundreds a second and they would all show up in the firehose, but if twitter’s algorithm means none of those tweets are ever shown to a human, does it matter?

Musk’s whole schtick with the bot numbers has just been a thorough demonstration that he has barely even thought about Twitter’s business or what a social network even is.

Because the business issue is about advertising reach. Bots aren't real advertising targets.

https://developer.twitter.com/en/docs/twitter-api/enterprise...

> The Decahose delivers a 10% random sample of the realtime Twitter Firehose through a streaming connection.

The letter is throwing several pieces of shit against the wall and seeing which will stick.

The lenders have already agreed to the deal, where any such verification was waived.

If one or more of the lenders did back out it might not look good for then as a reliable partner for future deals (not just with musk) - would they take that reputational risk? Especially right now when Musk is taking any flack as someone who doesn't keep their word.

also, said rate limits were lifted

Twitter’s value depends heavily on human views of tweets (not part of the firehose), not on the tweets’ content (the firehose).

Honestly, waiving due-diligence is so sketchy that it has made me wonder from the start what his true endgame was. If he did want to buy the company, what did he gain by waiving his due-diligence rights?

it probably couldn't technically be due diligence without the lawyers deadlocking on how to prove the authenticity of a twitter account

This theory doesn’t really make sense and is really covering for Musk’s incompetence or a deeper nefariousness: he needed a very public excuse to offload $8B of his TSLA stock without spooking the market, and he’s happy to pay a $1B+ fee to have been able to do that

If he wanted to only offload $8B TSLA stock and not buy the company, why put that possibility way more out of reach by waiving due dilligence and accepting the special performance clause?

Are we also to assume that he has managed to assemble the most abjectly incompetent team of lawyers in the world as well?

Elon said he was going to "fix the bot problem" so claiming he was mislead about this is not going to be very convincing.

In concrete numbers, twitter is saying there are 1 billion twitter accounts, but most of those are bots or inactive accounts or API accounts or people posting through Tweetdeck (no ads) or joke/duplicate accounts or developer test accounts or... but 230 million of the users per day use a client that shows ads. And of that subset, less than 5% are generating those ad views fraudulently.

If twitter's been lying about that (i.e. their revenue) all along to the SEC that would be a problem for twitter, though not a big enough problem for Musk's claims in his Notice yesterday to work out in his favour.

credo quia absurdum

Mail a bill for $1B or more and somehow collect the debt?

Maybe the bank could choose to execute the purchase agreement but why would they since they (ironically) can’t force him physically show up and run Twitter.

I doubt SEC has any measures they can take through Tesla which would be weird.

He didn’t agree to “specific performance” expecting that to matter to him.

They're definitely suing for specific performance, and I'm not sure they really have any other option at this point. It would be by far in their best financial interest if they can force closing the sale, and Musk's objections seem really thin. Doing anything less than that is complete capitulation

I can see them reaching a settlement to agree to cancel the deal with Musk if he agrees to pay a significant penalty ($5B+), or maybe agree to reduce the purchase price some, but why not sue for specific performance if you think you'll win?

I don’t know the right answer when you’re dealing with a megalomaniac like Musk but I really don’t think specific performance is it.

I am cautiously optimistic that whatever it is Musk is up to will eventually give rise to some cool new federal securities laws. Maybe even some new federal crimes! (Who am I kidding, a crime that only the wealthiest of the wealth would even be able to commit? Not in a million years!)

But the damages for failure to perform may conceptually straightforward: the difference between TWTR’s market cap and the deal price * number of outstanding shares. Which is over $10bn.

Probably a large one.

But if Tesla shares tank, and the other investors bail out, perhaps he just doesn't mechanically have the funds to do so.

De facto? Just observe how often the rich are convicted for their crimes. Even in the rare cases that they are jailed, the severity of the sentence is usually much lower than the common man. Look at Musk himself, he already agreed to not tweet about tesla without the boards approval in an agreement with the SEC to avoid punishment, then routinely ignored it and just fought them in court until he won. Our system allows for anyone with enough money to run out the clock until they either win, the other side gives up, or the situation no longer matters and the case is dropped.

If you have what is effectively infinite money as far as the system is concerned, you can break through any barrier

[1] https://qph.fs.quoracdn.net/main-qimg-954cf5204ca388a11909bb...

He won. He prevailed. In court. Whatever you think he did that violated the SEC's order, is not correct, at least in the eyes of the judge or the jury who heard all the evidence and decided the case.

Rich people do have the benefit of hiring excellent lawyers and affording every available opportunity to appeal. But that is not being "above the law," that is the law. At the end of the day, if Musk won even on the 10th appeal or whatever, then you can't say that he committed a crime.

This is like asking for proof that the sky is blue. Perfectly acceptable in an academic context where the laws of physics are being defined at an extremely technical level. However if you’re asking a question like this in the context of every day life, it’s difficult to believe that you are asking in good faith.

[1] https://en.m.wikipedia.org/wiki/Sealioning

Finding examples of the rich getting away with crimes that regular people do not get away with is a simple google search away which is why you come off as sealioning.

On the off chance that you are legitimately asking, here are a few examples

[1] https://www.forbes.com/sites/clareoconnor/2014/06/09/s-c-joh...

[2] https://en.m.wikipedia.org/wiki/Affluenza

[3] musk agreeing to stop tweeting about tesla without board certification of the tweet and then doing so anyway

So what "observe how often" means then in your colloquial English?

I legitimately asked about stats. On this forum I presume you know what it is, how it's different from anecdotes. And it makes your behavior look not particularly honest.

You could have sincerely answer: "I have no data, but I have a gut geeling/impression" - that would spare you from wiggling around, and claiming that English is not to express facts.

Did you ignore the links? The Johnson and Johnson heir is anecdata yea but the affluenza defense is an actual used in the court and accepted defense. I don’t need stats in this case when I can point to a single legal precedent

Additionally did you ignore the links I provided with evidence?

But let’s get to the heart of where I expect you to take this thread.

Is there any sort of evidence that you would accept that the rich get greater protection in our legal system? Or is it just not possible in your world view?

Or, from another perspective: “The law, in its majestic equality, forbids rich and poor alike to sleep under bridges, to beg in the streets, and to steal their bread.”

Besides, you can jail people for contempt.

It would suck for Musk and his financers, but they have a simple alternative: stick to the agreement they signed. It's not like the risks of merger agreements are unknown. And the waiving of due diligence wasn't a minor, easy to miss, point either.

Musk wants to back out because of price. He cannot, and he is throwing the equivalent of a tantrum.

I do hope this doesn't end up with Musk losing control of spaceX. Some actual quality is comming out of there.

-Materially adverse effects are not within play here. The threshold for that is really high.

-The loans are committed. Banks have signed for the loan, and they can't get out of it.

- That leaves the covenants. That is the main approach Musk is trying, but it is a stretch.

The only other avenues to get out are:

- Get Twitter to amend the contract - Ignore the contract

Threatening to try the second (which would really suck for twitter, even if it almost certainly won't work) might be a way to get twitter to do the first. But I get the sense that the board feels they have a strong position. Moreover the board is likely getting a lot of pressure from shareholders to not give in to Musk.

I suppose they could force him into bankruptcy which would end up with his ownership stakes in Tesla and SpaceX sold off. Given how much of a loose cannon he's become that would probably be better for other shareholders but who knows.

I wouldn't mind watching Twitter do this to him out of spite.

I don't think they'd need to force him into bankruptcy. If a judge awards Twitter (say) $10 billion in damages, there are many avenues to seize enough of Musk's assets to pay without making him bankrupt.

Elon's net worth has already fallen by $65bn in the past few months - I'd imagine the valuation of his assets will fall quite a lot more once it becomes known he's going to have to offload $44bn worth of Tesla and/or SpaceX to finance a bad deal.

Elon won't be bankrupt in the colloquial sense of financially ruined, but if he's forced to go through with deal and is unable to finance it he will have to liquidate an enormous amount of assets - and many of his assets are already collateral for existing loans.

https://mobile.twitter.com/btaylor/status/154552608708969676...

> "The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery."

I have recently built a Twitter application with the new V2 API. They do have undocumented API rate limits[1] while the developer documentation says something else[2].

And if you see the discussions at Twitter developer forum, It takes a while for the Twitter representative to find that the issue is because of the undocumented rate limit because it's somewhere deeply integrated into their system(But still wouldn't update the official docs). Besides the Twitter rate limit covers every Twitter application used by the user incl. their official Twitter clients.

So I wouldn't be surprised if they gave Musk a privileged API token but forgot to whitelist it against their hidden, obscure rate limits; Of course this could have been noticed early on Musk's side and it's possible that they chose to attribute it to malice.

[1] https://twittercommunity.com/t/undocumented-twitter-list-rat...

[2] https://developer.twitter.com/en/docs/twitter-api/rate-limit...

Besides, I don't think it's even possible to have something at Twitter scale without some immutable rate limits for security & reliability.

I mean Musk shouldn't go all

   SELECT * FROM users;

His whole M.O. is degrading the power of the SEC and DoJ by pointing out they have very little enforcement power. This is just another example in his long journey of “what are they going to do if I just don’t follow the rules?”

Weird way for the richest man in history to live his life, but that’s probably just sour grapes on my part.

The only thing here is that Musk happens to be fascinated with electric cars and space travel (ever since he was a teenager). We just got lucky - he could as well have gotten into opioids or coal mining, and his desire to dismantle the laws and norms would have burned even brighter.

People are not surprised. People were expecting this. As evidenced by the discussion then and now. Also as evidenced by the contract which was drafted at the time between him and twitter.

Markets moved on this new. Somebody was surprised.

This one comes across as particularly specious.

So Musk is complaining that Twitter has been failing its obligation to “conduct its business in the ordinary course” by firing some people and slowing hiring.

But there's a global slowdown going on! If Twitter hadn't taken these actions, he would be complaining about the opposite: that by not cutting costs, Twitter would be failing to conduct its business in the ordinary course in the current circumstances.

There's a reason why US courts have a very high bar for M&A buyers' cold feet. They don't want to be arbitrating this kind of ridiculous arguments.

He has never demonstrated engineering skills. He has always been a business manager. But with all of the business comedy he has performed this year, I am beginning to doubt his business skills too. Perhaps it's the VPs under him who managed the business well, while Elon remained the PR front person and primary investor. Much like SpaceX.

https://www.reddit.com/r/SpaceXLounge/comments/k1e0ta/eviden...

https://www.youtube.com/watch?v=hIPLmZK3C1Y

I've tried talking to him before. I shared about something I find so very fascinating - that approximation via abstraction is provably better than perfection in many learning situations because of its relationship with computational complexity. He asked for proof; I provided it. I won't repeat the proof here, but know that this isn't an obscure and unknown result - here is Peter Norvig in Artificial Intelligence: A Modern Approach discussing related ideas:

> Page 172. "One way to deal with this huge number is with abstraction: i.e. by treating similar hands as identical. For example, it is very important which aces and kings are in a hand, but whether hand has a 4 or a 5 is not as important, and can be abstracted away." > Page 173. "Because calculating optimal decisions in complex games is intractable, all algorithms must make some assumptions and approximations."

I earnestly engaged with random314 on this topic. He ultimately concluded that he had won the argument, taught me something, and condescended that I ought to have known better than to have talked with him. Along the way he compared me with people he found foolish, claimed I was incoherent in order to avoid addressing my points, gaslit with regard to the thread topic, accused me of jargon, and even made the absurdist point that when I said that not all numbers were computable that because some numbers were computable it followed that I didn't understand what computable numbers are.

One might suspect that he merely misunderstood the point I was making. The thing is - I have strong reason to reject the notion that he did not understand. Initially, I think he didn't. He entered into the conversation under the presumption of my idiocy because my point was counterintuitive - it tricked him into thinking I was wrong. How he handled himself afterward showed me that he knew I wasn't. When I thought deeply about his choice to make the absurdist argument with regard to computable numbers it occurred to me to be the sort of thing one would only choose to do if they understood that not all numbers were computable - understood the thrust of the proof - and wanted to deny it rather than to accept the obvious truth. It was an attempt at sophistry. By making my point with regard to not all numbers being computable seem in error, he hoped to obscure that I was correct.

Simon, I strongly suspect that the reason he doesn't seem to know pertinent facts is not because he doesn't know those facts, but rather because he finds them inconvenient and because the rhetorical appeal of fanboyism is better setup by being wrong, but in a popular way.

(Interesting some of the followers were "real" in that these were people who installed a program that ostensibly would tell them who recently followed or unfollowed them, but the program would also add followers they didn't know about. I saw many comments like "I opened twitter and for some reason I'm following 100 more people! WTF?") ... but about half of the paid followers seemed like bots.

Twitter claims that < 5% of their "monetisable daily active users" (aka mDAU) zfd bots, where mDAU is a very specifically defined term, but broadly represents "people that Twitter thinks they can count when they sell advertising". Bots don't tend to buy things, so any bots counted in mDAU is a mistake that will piss off advertisers. (Which would be bad for Twitter, hence why the number matters.)

That there are a lot of bots on Twitter is well known, and clearly true. That Twitter happily leaves most of them alone to do their own thing as long as they don't abuse the service is also well known, and quite sensible.

The question is whether Twitter is good about flagging them as bots. You could have a million bots following you, but as long as Twitter has correctly noted them as bots and not counted them as mDAU, then exactly 0 count as part of the 5% bots.

Nobody outside of Twitter knows who they are counting as part of their mDAU, which means nobody can cross check their numbers.

Also consider that there's also no reason not to allow such accounts. From a business point of view, Twitter exists to sell advertising. Accurately counting the eyeballs (aka mDAU) they have to sell to advertisers is important, but policing the site otherwise makes sense strictly to the extent that failing to do so may drive some of those eyeballs away.

Consider: No real human beings are likely to quit because of fake followers being left alone, but a few vain people might quit if their fake followers were removed. Further, an overly agressive ban wave targeting bots may well remove some bots people actually like which again, on the margin, may drive some real people away. Like any large company, Twitter will inevitably feel the pressure to play it safe, and in this context that means never banning an account that isn't clearly driving real users away - which means that very passive bots that don't do anything are unlikely to be banned.

Of course, none of that gives us any insight into how accurately (or not) Twitter is counting mDAUs.

He's a smart idiot to put it kindly and a very lucky one at that despite all of his sincere and actual efforts.

Elon signed this deal before the biggest stock market crash for about 15 years. The deal is extremely expensive for him right now in terms of tesla shares.

He is just buying time and hoping tesla shares increase in the meantime.

He KNOWS he HAS to complete this deal legally.

That's it. It's not complicated.

I don’t

The buyout offer was a ridiculous move that feels like it was predicated on hurt feelings over the board debacle, but it’s not the Chancery Court’s job to protect billionaires from themselves, and Musk is generally the sort of manager that the court casts as the bad guy in the little morality plays they make of cases. Doesn’t mean they’ll compel specific performance (I’m skeptical that an equity court is going to see that as the best option, not least because it’s not clear to me Musk would have enough cash to operate the company if the sale went through under current market conditions), but I suspect that, after protracted negotiations and litigation, either the board will accept a modest haircut on the offer (again, due to market conditions), or the court will award liquidated damages ($1bn) plus possibly some additional damages if Twitter wants to argue that Musk violated the confidentiality and nondisparagement provisions of the deal. (If the former, I suspect that we’ll see a bunch of strike suits from aggrieved shareholders land in court anyway, so buckle up for a lot of litigation regardless.)