Twitter is suing billionaire Elon Musk over his attempt to withdraw from the deal he struck to buy the company, reports Kate Conger for the New York Times.
Mr. Musk agreed in April to buy Twitter but declared last week that he intended to walk away from the deal. To push Mr. Musk to abide by the acquisition agreement, Twitter sued him in Chancery Court in Delaware. The court will determine whether he remains on the hook for the purchase or whether Twitter violated its obligation to provide Mr. Musk with data he requested, entitling him to walk away.
Twitter ostentatiously called Musk's bluff when he made that demand, providing access to the famous "firehose" of tweets. The impression Musk has given throughout the imbroglio, though, has been at best mercurial—but mostly contemptuous and insincere. It's as if he was trolling all along and realized that his inane, half-hidden Twitter agenda may actually become financially ruinous.
Twitter's lawsuit is openly insulting in return, calling his rhetoric a "model of hypocrisy". The beatific corporate smile is gone and the gloves are off.
Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away. …
Musk wanted an escape. But the merger agreement left him little room. With no financing contingency or diligence condition, the agreement gave Musk no out absent a Company Material Adverse Effect or a material covenant breach by Twitter. Musk had to try to conjure one of those.
The details describe the company's efforts to get him to take an interest in the things he was demanding and getting. But he was instead constantly shitposting.
Musk exhibited little interest in understanding Twitter's process for estimating spam accounts that went into the company's disclosures. Indeed, in a June 30 conversation with Segal, Musk acknowledged he had not read the detailed summary of Twitter's sampling process provided back in May. Once again, Segal offered to spend time with Musk and review the detailed summary of Twitter's sampling process as the Twitter team had done with Musk's advisors. That meeting never occurred despite multiple attempts by Twitter.
He could do anything he wants with all his wealth, and all he wants to do is be the Ultimate Poster.
