I mean, I'm anti-musk, but I certainly would believe his claim they've been lying about the bit population. Both Twitter and Facebook have lied about this in the past, so the only part of musk's position I find believable is that Twitter underreported bot users. That being said, he waived his right to due-diligence, so lol. Truly a situation where both sides are dislikable.

But there is lying as in “not telling the truth in a technically correct way”* and there is lying as in “committing a fraud”.

Musk would need to show the latter, not only the former. And that carries rather stiff penalties. As opposed to reading the rules very precisely and only effectively lying. Which is what lawyers are for

* always remember that Bull Clinton technically didn’t lie. He in fact asked his lawyers before that hearing and was told that “no getting a BJ, according to the law, does not constitute a sexual relationship”. In didn’t end up mattering because him staying president is a _political_ decision. Unfortunately for Musk, public opinion does not matter here

Twitter admitted to lying about user engagement in 2015 and paid a hefty price for it. [1]

Your argument is absolutely ridiculous. They've done it before, and settled.

Seems you have absolutely no idea who you're defending, which is a company that has routinely misled investors on user engagement and paid settlements for that very fact.

"The company with a history of lying to investors about user engagement would never lie about user engagement!"

[1] https://www.wsj.com/articles/twitter-to-pay-809-5-million-to...

Be that as it may, it’s not relevant to Musk getting out of his merger agreement now, which is unconditional except for 1) material adverse effect (which is a way higher bar than the well known bot issue) and 2) Twitter fulfilling the covenants in the agreement, such as continuing to run their business and providing requested information within reason. Since there is no way he is getting out under 1, MAE, he is trying 2.

You claim that lying about user engagement could never qualify as a "material adverse effect". On what basis do you make this claim?

As a thought experiment, if 50% of Twitter's claimed MAUs were bots, it would absolutely be material.

Given Twitter has a history of lying about this exact metric, under what basis do you believe that the bot issue isn't material? Blind trust in the same company that lied about it before?

I'm trying to understand why people trust the company that was caught lying to investors about the very subject they were lying about. Where do you get this trust?

For it to be relevant, the "material adverse effect" needs to have been caused by an action by the company subsequent to the deal being signed. Like, for example, the corporate treasurer suddenly going to Vegas and losing the treasury on blackjack.

Twitter may well have been grossly lying all these years, but the time to figure that out is before you sign the deal. That's kinda the point of doing due diligence.

The merger agreement requires Twitter to provide adequate access to data requested, if they haven't done this then the merger agreement has been violated even without a MAC violation.

Specifically, the merger agreement requires "all information concerning the business ... of the Company ... for any reasonable business purpose related to the consummation of the transactions".

Seems like an arbitrary API rate limit could easily violate this clause. How are you providing "all information [...] requested" if you drip feed it?

The fact they'd even play cloak-and-dagger with this information suggests there's fraud again. Companies with nothing to hide don't mislead acquirers.

You're using lots of words that imply malicious intent and bad faith, without providing anything to back that up.

Not to mention that your theory of Twitter behaving fraudulently in the context of this transaction makes no sense. They've got a commitment to purchase them at vastly more than their market value, so they're highly motivated to see the deal close. What's the incentive for acting in bad faith?