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Elon Musk says Twitter is in material breach

https://finance.yahoo.com/news/musk-says-twitter-in-material...
magical queen of the night market
  06/06/22
Nigger
Metal Coral Center
  06/06/22
Either musk gets Twitter or it gets destroyed. Win-win.
Charismatic free-loading base
  06/06/22
...
Disgusting rough-skinned public bath mother
  06/06/22
He will be obligated to buy it at full-price, nothing will h...
Chrome anal wrinkle chapel
  06/06/22
I don't really care what happens to his money and if he's fo...
Charismatic free-loading base
  06/06/22
180
Titillating Dilemma Toaster
  06/06/22
masterfully played to root out twitter's 50% bots
Sinister 180 range
  06/06/22
He can't prove it. He's going to be obligated to buy the com...
Chrome anal wrinkle chapel
  06/06/22
We got an insider here folks
Charismatic free-loading base
  06/06/22
prove what? he is entitled to see the underlying data for h...
Sinister 180 range
  06/06/22
yeah not a huge Elon stan but I don't see how this is debata...
cerebral magenta institution
  06/06/22
This is way more interesting than that. Are you a lawyer?
Metal Coral Center
  06/06/22
It's Paulie, lol
Disgusting rough-skinned public bath mother
  06/06/22
Oh God lol
dark azn fat ankles
  06/06/22
My first thought as well
beady-eyed disturbing brunch
  06/06/22
we work hard, put 5% on table, what he do? he demand to see ...
Walnut curious trust fund
  06/06/22
He questioned the percentage of 'bots' publicly beforehand a...
Chrome anal wrinkle chapel
  06/06/22
Lol what
beady-eyed disturbing brunch
  06/06/22
His entire Twitter Feed is evidence he believed Twitter's va...
Chrome anal wrinkle chapel
  06/06/22
It seems like he made the offer with the specific intent to ...
disrespectful vibrant school cafeteria regret
  06/06/22
You sound a bit clueless man. There’s a lot more in th...
beady-eyed disturbing brunch
  06/06/22
Just vague statements the Skadden attorney referenced. lol
Chrome anal wrinkle chapel
  06/06/22
Reading comp issues?
beady-eyed disturbing brunch
  06/06/22
I know "hE wAiVeD dUe dIlIgEnCe" has been repeated...
bateful adulterous marketing idea orchestra pit
  06/06/22
yeah but it’s still funny to see redditors (why ARE th...
Walnut curious trust fund
  06/06/22
...
beady-eyed disturbing brunch
  06/06/22
It's sad what's happened to xo that there are people here wh...
beady-eyed disturbing brunch
  06/06/22
PP please respond
beady-eyed disturbing brunch
  06/07/22
one weird trick to close 100% of the time: just lie like a m...
Walnut curious trust fund
  06/06/22
Why are you conceding that he ever relied on Twitter's publi...
disrespectful vibrant school cafeteria regret
  06/06/22
...
Gaped comical deer antler background story
  06/06/22
...
Sinister 180 range
  06/06/22
...
Razzle-dazzle maroon yarmulke
  06/06/22
...
beady-eyed disturbing brunch
  06/06/22
...
Charismatic free-loading base
  06/06/22
...
Mischievous set
  06/06/22
...
beady-eyed disturbing brunch
  06/06/22
...
frum blathering step-uncle's house
  06/06/22
...
Disgusting rough-skinned public bath mother
  06/06/22
...
Cocky really tough guy stead
  06/06/22
Lol
beady-eyed disturbing brunch
  06/06/22
How’s the break fee work, in your mind?
Aqua Stimulating National Round Eye
  06/06/22
...
Chrome anal wrinkle chapel
  11/21/22
...
Chrome anal wrinkle chapel
  12/15/22
See previous thread here: http://www.autoadmit.com/thread.ph...
Mischievous set
  06/06/22
great write up. lol twitter just lol.
Greedy Library
  06/07/22
thanl.
Mischievous set
  06/07/22
Some securities litigators about to have their summer ruined...
Aqua Stimulating National Round Eye
  06/06/22
Gonna be a Del. Chancery action plus a grip of securities cl...
Mischievous set
  06/06/22
https://www.gibsondunn.com/delaware-court-of-chancery-addres...
up-to-no-good dopamine
  06/06/22
...
Walnut curious trust fund
  06/06/22
The question is interesting since warranty law has features ...
Mischievous set
  06/07/22
Elon "reasonably believed" or "acted on the b...
disrespectful vibrant school cafeteria regret
  06/07/22
I'm not sure how to parse what you're asking. The sandbag...
Mischievous set
  06/07/22
ty though I was thinking along the lines of detrimental reli...
disrespectful vibrant school cafeteria regret
  06/08/22
Detrimental reliance is a way of substituting for considerat...
Mischievous set
  06/08/22
Re-reading this since you linked it, I think it's worth poin...
Mischievous set
  06/08/22
Sure Elon whatever you say
Cerise space boistinker
  06/06/22
SKADDEN LETTER LAYING THE GROUNDWORK: https://www.sec.gov...
magical queen of the night market
  06/06/22
how do these guys work at skadden, they’re gonna be pr...
Walnut curious trust fund
  06/06/22
imma out myself as a shitlawyer, but isn't this the due dili...
Greedy Library
  06/07/22
no not an m&amo by trade but “due diligence&rdquo...
Walnut curious trust fund
  06/08/22
that distinction makes sense. thank.
Greedy Library
  06/08/22
check out the brain on this guy: https://www.skadden.com/...
milky corner wagecucks
  06/06/22
holy shit
Sinister 180 range
  06/06/22
gorgeous dome
frum blathering step-uncle's house
  06/06/22
gulc gulc gulc
purple soul-stirring office selfie
  06/06/22
Fuck. Game over for Twitterbois.
Primrose incel lodge
  06/06/22
Fuck. Game over for Twitterbois. Dat Urlacher Phenotype
Primrose incel lodge
  06/06/22
He poasted using the “fuck sluts with humungous butts&...
adventurous sepia trailer park tank
  06/06/22
lmaooooooooooooo
Greedy Library
  06/07/22
https://files.catbox.moe/tcz951.jpg
soggy insane immigrant business firm
  06/06/22
Funny part is he was at Wilson Sonsini until a few years ago...
up-to-no-good dopamine
  06/06/22
http://www.writeups.org/wp-content/uploads/Hammerhead-Spider...
Mischievous set
  06/07/22
looking at the list, he worked on one of the deals that made...
Yellow Hot Son Of Senegal
  06/07/22
He was the inspiration for Coneheads.
Mentally impaired boltzmann shrine
  06/07/22
180. I'm not a lawyer and I don't really understand the lega...
Exhilarant field
  06/07/22
This isn't my practice area but that letter looks weak as fu...
disrespectful vibrant school cafeteria regret
  06/06/22
agreed its very disappointing
Sinister 180 range
  06/06/22
Lol Alpha skadden bro pushing around Wilson sonsini tech dor...
Motley Theater Affirmative Action
  06/07/22
He’s regretting his initial bid which he realizes was ...
cracking genital piercing university
  06/06/22
LMAO @ Musk trying desperately to back out of his autistic i...
Transparent electric coldplay fan
  06/06/22
I said this before and they flamed me: "No, here is...
Chrome anal wrinkle chapel
  06/06/22
Other shit was happening besides Babylon Bee. Maybe that was...
disrespectful vibrant school cafeteria regret
  06/06/22
Lol if you think ambien is the hardest thing he's on
Cerise space boistinker
  06/06/22
Cr
bisexual chartreuse mental disorder
  06/06/22
I'm as anti-censorship, anti-Twitter as it gets and I though...
disrespectful vibrant school cafeteria regret
  06/06/22
there is at least one lawyer that does actually specialize i...
magical queen of the night market
  06/07/22
Simmer down, Marc.
Mischievous set
  06/07/22
I don't know if you're joking, but if there were any lawyers...
disrespectful vibrant school cafeteria regret
  06/07/22
Musk is the ultimate cherry picker, and it looks like he wil...
sooty drunken kitty death wish
  06/06/22
Seems like he's trying to have it both ways. He's trying to ...
disrespectful vibrant school cafeteria regret
  06/06/22
Lol wtf man, are you even a lawyer?
beady-eyed disturbing brunch
  06/06/22
I know zero about this area of law. I keep adding that discl...
disrespectful vibrant school cafeteria regret
  06/06/22
are you a lawyer at all though
beady-eyed disturbing brunch
  06/07/22
No
disrespectful vibrant school cafeteria regret
  06/07/22
(Moron)
galvanic menage double fault
  06/06/22
i will help you out, there is no dispute that the deal is no...
bateful adulterous marketing idea orchestra pit
  06/07/22
Isn't it trading at a certain price in expectation that it w...
disrespectful vibrant school cafeteria regret
  06/07/22
"expectation that it will be purchased" is a synon...
bateful adulterous marketing idea orchestra pit
  06/07/22
Have you ever taken 1L contracts? I vaguely recall cases whe...
disrespectful vibrant school cafeteria regret
  06/07/22
Flame
beady-eyed disturbing brunch
  06/07/22
Disney thought about buying Twitter a few years ago and deci...
silver hideous trump supporter
  06/06/22
How can I get Twitter to hire me on full contingency? You p...
turquoise marvelous milk cruise ship
  06/06/22
https://mobile.twitter.com/TXAG/status/1533890772713582593?c...
Charismatic free-loading base
  06/06/22
...
Histrionic crawly weed whacker
  06/07/22
...
frum blathering step-uncle's house
  06/07/22
...
Disgusting rough-skinned public bath mother
  06/07/22
...
Walnut curious trust fund
  06/07/22
lol, didn't Tesla move its headquarters to Texas a couple ye...
magical queen of the night market
  06/07/22
Now Trump will be able to tweet again?
turquoise marvelous milk cruise ship
  06/07/22
libs are suddenly against investigations!
boyish topaz lettuce whorehouse
  06/07/22
To be fair, Good game, Elon fanbois! Take your fucking me...
Claret site
  06/08/22
...
beady-eyed disturbing brunch
  06/06/22
feels like Elon Musk went full retard about a year ago. May...
Transparent electric coldplay fan
  12/15/22


Poast new message in this thread



Reply Favorite

Date: June 6th, 2022 1:53 PM
Author: magical queen of the night market

https://finance.yahoo.com/news/musk-says-twitter-in-material-breach-of-its-merger-agreement-133732089.html

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636145)



Reply Favorite

Date: June 6th, 2022 10:52 PM
Author: Metal Coral Center

Nigger

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639433)



Reply Favorite

Date: June 6th, 2022 1:55 PM
Author: Charismatic free-loading base

Either musk gets Twitter or it gets destroyed. Win-win.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636158)



Reply Favorite

Date: June 6th, 2022 2:00 PM
Author: Disgusting rough-skinned public bath mother



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636202)



Reply Favorite

Date: June 6th, 2022 2:01 PM
Author: Chrome anal wrinkle chapel

He will be obligated to buy it at full-price, nothing will happen with Twitter other than it continuing to be a marginally profitable company that won't be able provide him a sufficient income stream to offset the damage the company will cause to his personal liquidity.

He will grow bitter and eventually sell 'Free Speech' Twitter after 2024.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636205)



Reply Favorite

Date: June 6th, 2022 2:11 PM
Author: Charismatic free-loading base

I don't really care what happens to his money and if he's forced to buy at the bs price. I'm sure he'll survive with his other 100 billion. So how does any of that affect me?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636269)



Reply Favorite

Date: June 6th, 2022 1:56 PM
Author: Titillating Dilemma Toaster

180

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636168)



Reply Favorite

Date: June 6th, 2022 1:57 PM
Author: Sinister 180 range

masterfully played to root out twitter's 50% bots

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636181)



Reply Favorite

Date: June 6th, 2022 1:57 PM
Author: Chrome anal wrinkle chapel

He can't prove it. He's going to be obligated to buy the company and be financially ruined in the process.

Funny thing is he plotted with Jack to buy out the company when Jack put Parag in as CEO. Parag didn't care about anything other than his golden parachute, all he wanted was a high bid and he was sold so he jumped at the offer which Musk got trigger happy to provide after the Babylon Bee getting banned triggered him.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636182)



Reply Favorite

Date: June 6th, 2022 1:58 PM
Author: Charismatic free-loading base

We got an insider here folks

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636186)



Reply Favorite

Date: June 6th, 2022 1:59 PM
Author: Sinister 180 range

prove what? he is entitled to see the underlying data for how twitter calculates 5% of its users are bots -- twitter is refusing to provide this data -- and he is also entitled to utilize the underlying data and hire experts to come up with their own calculations.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636188)



Reply Favorite

Date: June 6th, 2022 2:24 PM
Author: cerebral magenta institution

yeah not a huge Elon stan but I don't see how this is debatable

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636369)



Reply Favorite

Date: June 6th, 2022 2:00 PM
Author: Metal Coral Center

This is way more interesting than that. Are you a lawyer?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636203)



Reply Favorite

Date: June 6th, 2022 2:02 PM
Author: Disgusting rough-skinned public bath mother

It's Paulie, lol

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636215)



Reply Favorite

Date: June 6th, 2022 2:05 PM
Author: dark azn fat ankles

Oh God lol

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636235)



Reply Favorite

Date: June 6th, 2022 2:13 PM
Author: beady-eyed disturbing brunch

My first thought as well

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636291)



Reply Favorite

Date: June 6th, 2022 2:03 PM
Author: Walnut curious trust fund

we work hard, put 5% on table, what he do? he demand to see data! i ask u how can he claim breach

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636224)



Reply Favorite

Date: June 6th, 2022 2:04 PM
Author: Chrome anal wrinkle chapel

He questioned the percentage of 'bots' publicly beforehand and waived due diligence before making the bid.

If he wanted to pursue a lawsuit against Twitter on the basis of bots he could've done that, but it would've taken him years and in the mean time he wouldn't have been able to buy the company (which is what he really wanted to do to get back at the libs for banning the Bee).

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636228)



Reply Favorite

Date: June 6th, 2022 2:23 PM
Author: beady-eyed disturbing brunch

Lol what

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636364)



Reply Favorite

Date: June 6th, 2022 2:32 PM
Author: Chrome anal wrinkle chapel

His entire Twitter Feed is evidence he believed Twitter's value to be inflated due to 'bots' before he signed the acquisition contract anyway.

He could've pursued legal action against Twitter first on the bot issue, but he just wanted a quick acquisition so he waived due diligence.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636405)



Reply Favorite

Date: June 6th, 2022 4:16 PM
Author: disrespectful vibrant school cafeteria regret

It seems like he made the offer with the specific intent to reveal malfeasance of some sort. It's like hiring the world's most expensive private investigator, then trying to withhold payment after you find what you're looking for on Google.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637016)



Reply Favorite

Date: June 6th, 2022 4:17 PM
Author: beady-eyed disturbing brunch

You sound a bit clueless man. There’s a lot more in the agreements than due diligence or whatever even if he did waive it, which I doubt.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637033)



Reply Favorite

Date: June 6th, 2022 4:22 PM
Author: Chrome anal wrinkle chapel

Just vague statements the Skadden attorney referenced. lol

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637065)



Reply Favorite

Date: June 6th, 2022 4:47 PM
Author: beady-eyed disturbing brunch

Reading comp issues?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637243)



Reply Favorite

Date: June 6th, 2022 10:14 PM
Author: bateful adulterous marketing idea orchestra pit

I know "hE wAiVeD dUe dIlIgEnCe" has been repeated on Reddit thousands of times and is now a gospel truth talking point like "Kyle crossed state lines!", but those words strung together are complete gibberish and mean absolutely nothing related to a public company merger agreement.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639173)



Reply Favorite

Date: June 6th, 2022 10:37 PM
Author: Walnut curious trust fund

yeah but it’s still funny to see redditors (why ARE they so poor, anyway?) confidently weigh in about closings and diligence bc they recently bought their first starter shitbox at the young age of 37 and thus have some firsthand knowledge on the ins and outs of complex transactions

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639325)



Reply Favorite

Date: June 6th, 2022 10:38 PM
Author: beady-eyed disturbing brunch



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639335)



Reply Favorite

Date: June 6th, 2022 10:39 PM
Author: beady-eyed disturbing brunch

It's sad what's happened to xo that there are people here who would repeat that meme.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639340)



Reply Favorite

Date: June 7th, 2022 8:17 AM
Author: beady-eyed disturbing brunch

PP please respond

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640767)



Reply Favorite

Date: June 6th, 2022 2:57 PM
Author: Walnut curious trust fund

one weird trick to close 100% of the time: just lie like a motherfucker, refuse to substantiate, affirmative defense that the rube clearly knew we were lying at the time he relied on our material misstatements of fact

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636554)



Reply Favorite

Date: June 6th, 2022 4:18 PM
Author: disrespectful vibrant school cafeteria regret

Why are you conceding that he ever relied on Twitter's public disclosures? The only thing to suggest that was the size of the offer.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637039)



Reply Favorite

Date: June 6th, 2022 2:05 PM
Author: Gaped comical deer antler background story



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636237)



Reply Favorite

Date: June 6th, 2022 2:10 PM
Author: Sinister 180 range



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636268)



Reply Favorite

Date: June 6th, 2022 2:11 PM
Author: Razzle-dazzle maroon yarmulke



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636273)



Reply Favorite

Date: June 6th, 2022 2:31 PM
Author: beady-eyed disturbing brunch



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636401)



Reply Favorite

Date: June 6th, 2022 2:11 PM
Author: Charismatic free-loading base



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636276)



Reply Favorite

Date: June 6th, 2022 2:13 PM
Author: Mischievous set



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636295)



Reply Favorite

Date: June 6th, 2022 2:29 PM
Author: beady-eyed disturbing brunch



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636392)



Reply Favorite

Date: June 6th, 2022 2:55 PM
Author: frum blathering step-uncle's house



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636539)



Reply Favorite

Date: June 6th, 2022 3:12 PM
Author: Disgusting rough-skinned public bath mother



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636650)



Reply Favorite

Date: June 6th, 2022 10:15 PM
Author: Cocky really tough guy stead



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639179)



Reply Favorite

Date: June 6th, 2022 2:22 PM
Author: beady-eyed disturbing brunch

Lol

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636361)



Reply Favorite

Date: June 6th, 2022 2:24 PM
Author: Aqua Stimulating National Round Eye

How’s the break fee work, in your mind?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636374)



Reply Favorite

Date: November 21st, 2022 4:59 PM
Author: Chrome anal wrinkle chapel



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#45526661)



Reply Favorite

Date: December 15th, 2022 11:59 AM
Author: Chrome anal wrinkle chapel



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#45637445)



Reply Favorite

Date: June 6th, 2022 2:12 PM
Author: Mischievous set

See previous thread here: http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506137

playing out roughly as anticipated.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636288)



Reply Favorite

Date: June 7th, 2022 1:27 PM
Author: Greedy Library

great write up. lol twitter just lol.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642244)



Reply Favorite

Date: June 7th, 2022 1:27 PM
Author: Mischievous set

thanl.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642248)



Reply Favorite

Date: June 6th, 2022 2:24 PM
Author: Aqua Stimulating National Round Eye

Some securities litigators about to have their summer ruined!! Noice.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636370)



Reply Favorite

Date: June 6th, 2022 2:24 PM
Author: Mischievous set

Gonna be a Del. Chancery action plus a grip of securities class actions. Good times.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636375)



Reply Favorite

Date: June 6th, 2022 10:31 PM
Author: up-to-no-good dopamine

https://www.gibsondunn.com/delaware-court-of-chancery-addresses-the-contours-of-sandbagging/

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639279)



Reply Favorite

Date: June 6th, 2022 10:55 PM
Author: Walnut curious trust fund



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639447)



Reply Favorite

Date: June 7th, 2022 9:33 AM
Author: Mischievous set

The question is interesting since warranty law has features of both contract and tort law. Still, likely academic in this context because, given its public disclosures, Twitter would incur substantial securities liability if its defense were, in essence, "Elon knew we were lying about these material statements."

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640995)



Reply Favorite

Date: June 7th, 2022 12:36 PM
Author: disrespectful vibrant school cafeteria regret

Elon "reasonably believed" or "acted on the belief that" don't work as substitutes for "Elon knew?"

What if Elon "knew" something was weird about Twitter, but didn't know what, and he valued access to its secrets at $44bn irrespective of what he might uncover? The alternative requires believing Musk saw >$44bn face value in Twitter, which seems absurd in light of his own statements made in connection with the offer. If that was Elon's motivation, all Elon had to "know" in order for there to be a meeting of the minds was that Twitter was keeping secrets. It's like when people bid on storage lots before they know what's inside them.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641943)



Reply Favorite

Date: June 7th, 2022 1:22 PM
Author: Mischievous set

I'm not sure how to parse what you're asking.

The sandbagging 'defense' seems to me in form to be a way of negating the justifiable reliance element of an action for misstatements in tort (e.g., fraud). (This is embodied in the securities laws, which stem from this common-law source, as, for example, the absence-of-knowledge element of a '33 Act S12 action). But as the case highlighted in the article Drunkard linked points out, justifiable reliance is not an element of a contract action, and Delaware appears to have adopted the contract theory of warranty. (A warranty is a promise of a particular sort, namely, that some state of the world is presently existing. A guaranty is a warranty about future events. There is thus much overlap between warranty/guaranty and the law of false statements.)

My point above was that, even putting aside that this is contract and not tort, it is unlikely that Twitter will go into court and claim that Elon knew before he signed the merger docs that Twitter was lying about its bot #'s, for to make this argument would be tantamount to Twitter admitting to securities fraud (or so enterprising securities lawyers would argue).

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642218)



Reply Favorite

Date: June 8th, 2022 4:47 PM
Author: disrespectful vibrant school cafeteria regret

ty though I was thinking along the lines of detrimental reliance or something like that, not any sort of tort thing. Dood says "I'll buy equity shares are price X," you acquire equity share at price Y in anticipation of receiving X. Don't know if that works here.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44649373)



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Date: June 8th, 2022 4:50 PM
Author: Mischievous set

Detrimental reliance is a way of substituting for consideration when such is lacking -- creates a quasi-contract, or contract by estoppel. But it wouldn't apply here since there's a contract covering the subject matter.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44649400)



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Date: June 8th, 2022 4:40 PM
Author: Mischievous set

Re-reading this since you linked it, I think it's worth pointing out that no, "reasonably believed" or "acted as if" are not synonymous with "knew". Actual knowledge in the law is different from constructive knowledge. But I don't see the distinction as being relevant here.

You also raise a point about a meeting of the minds, but I don't think mistake or anything like that is at issue -- there's no serious argument that, objectively, Elon didn't intend to consummate and anyway, the parties drafted around that with the break fee and the like. [Also see my other poast re: the practicalities.]

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44649310)



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Date: June 6th, 2022 2:27 PM
Author: Cerise space boistinker

Sure Elon whatever you say

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636386)



Reply Favorite

Date: June 6th, 2022 2:42 PM
Author: magical queen of the night market

SKADDEN LETTER LAYING THE GROUNDWORK:

https://www.sec.gov/Archives/edgar/data/1418091/000110465922068347/tm2217761d1_ex99-o.htm

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636459)



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Date: June 6th, 2022 2:47 PM
Author: Walnut curious trust fund

how do these guys work at skadden, they’re gonna be pretty embarrassed when they find out their client waived diligence

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636482)



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Date: June 7th, 2022 1:33 PM
Author: Greedy Library

imma out myself as a shitlawyer, but isn't this the due diligence period and wouldn't the production he's requesting be part and parcel of a transaction like this considering that it's the meat and potatoes of what twitter does?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642276)



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Date: June 8th, 2022 2:12 PM
Author: Walnut curious trust fund

no

not an m&amo by trade but “due diligence” isn’t a technical legal term or concept in this context - it’s not a home purchase. diligence is the research conducted before signing the acquisition docs*. the period between that formation of a binding contract and the close (actual payment and ownership change) is when u line up regulatory stuff, maybe do some transition/integration planning for vendors employment health retirement, work on finalizing the financial stuff, etc

*moron redditors and paulie think that he “waived diligence” bc he signed the merger agreement without doing the usual fine toothed comb diligence review first, which was irrelevant here bc twitter is contractually required to give the new management, ie musk, info he asks for, and *truthful* info

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44648281)



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Date: June 8th, 2022 2:40 PM
Author: Greedy Library

that distinction makes sense. thank.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44648479)



Reply Favorite

Date: June 6th, 2022 2:54 PM
Author: milky corner wagecucks

check out the brain on this guy:

https://www.skadden.com/professionals/r/ringler-mike

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636528)



Reply Favorite

Date: June 6th, 2022 2:56 PM
Author: Sinister 180 range

holy shit

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636544)



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Date: June 6th, 2022 2:59 PM
Author: frum blathering step-uncle's house

gorgeous dome

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636568)



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Date: June 6th, 2022 3:11 PM
Author: purple soul-stirring office selfie

gulc gulc gulc

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636645)



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Date: June 6th, 2022 4:41 PM
Author: Primrose incel lodge

Fuck. Game over for Twitterbois.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637184)



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Date: June 6th, 2022 4:42 PM
Author: Primrose incel lodge

Fuck. Game over for Twitterbois. Dat Urlacher Phenotype

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637196)



Reply Favorite

Date: June 6th, 2022 6:18 PM
Author: adventurous sepia trailer park tank

He poasted using the “fuck sluts with humungous butts” moniker for about a decade.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637766)



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Date: June 7th, 2022 1:56 PM
Author: Greedy Library

lmaooooooooooooo

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642443)



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Date: June 6th, 2022 9:33 PM
Author: soggy insane immigrant business firm

https://files.catbox.moe/tcz951.jpg

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44638934)



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Date: June 6th, 2022 10:33 PM
Author: up-to-no-good dopamine

Funny part is he was at Wilson Sonsini until a few years ago.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639303)



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Date: June 7th, 2022 6:22 AM
Author: Mischievous set

http://www.writeups.org/wp-content/uploads/Hammerhead-Spider-Man-Marvel-Comics-Maggia-h268.jpg

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640598)



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Date: June 7th, 2022 8:29 AM
Author: Yellow Hot Son Of Senegal

looking at the list, he worked on one of the deals that made me $$$

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640804)



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Date: June 7th, 2022 8:33 AM
Author: Mentally impaired boltzmann shrine

He was the inspiration for Coneheads.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640815)



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Date: June 7th, 2022 3:13 PM
Author: Exhilarant field

180. I'm not a lawyer and I don't really understand the legal shit ITT. But it was worth reading the thread for this poast alone. Another 180, because you deserve it, sir.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642973)



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Date: June 6th, 2022 4:22 PM
Author: disrespectful vibrant school cafeteria regret

This isn't my practice area but that letter looks weak as fuck.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637063)



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Date: June 6th, 2022 4:32 PM
Author: Sinister 180 range

agreed its very disappointing

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637127)



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Date: June 7th, 2022 1:25 PM
Author: Motley Theater Affirmative Action

Lol Alpha skadden bro pushing around Wilson sonsini tech dork

https://www.wsgr.com/en/people/martin-w-korman.html

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642235)



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Date: June 6th, 2022 3:16 PM
Author: cracking genital piercing university

He’s regretting his initial bid which he realizes was overpriced. I bet he ends up paying the termination fee to get out of it

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636669)



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Date: June 6th, 2022 3:19 PM
Author: Transparent electric coldplay fan

LMAO @ Musk trying desperately to back out of his autistic impulse buy and Trumpmos not seeing this for what it is.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636690)



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Date: June 6th, 2022 4:24 PM
Author: Chrome anal wrinkle chapel

I said this before and they flamed me:

"No, here is the full story of what happened for real.

His whole entrepreneurship career was subsidized by the government (especially by the Obama/Biden admin) to start off with. Now he thinks that since for the first time Tesla is making (some but not much) money and that he is on paper the richest man in the world that he doesn't need the Libs anymore. At this point he starts watching shitcon/anti-Biden media especially after Biden passes a bipartisan stimulus bill that grants tax credits to competing electric car companies. Everything is going swell for him until Twitter libs decide to ban the Babylon Bee. At this point since he is the richest man in the world brainwashed by reptile propaganda he decides to simply impulsively buy Twitter using TSLA's shares as leverage for a loan without any hedging whatsoever.

Then the market starts to tank and Elon starts to realize that he's going to get margin called and his reptile brain causes him to 'blame the libs for making him buy twitter'."

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637075)



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Date: June 6th, 2022 4:42 PM
Author: disrespectful vibrant school cafeteria regret

Other shit was happening besides Babylon Bee. Maybe that was the straw the broke the camel's back, but maybe it was also Grimes and Chelsea Manning tweeting intimate details about him and calling him a traitor. Regardless, there were a million straws underneath it. There was also a power vacuum opening up in Washington.

Overall Musk's biggest blind spot seems to be his understanding of the law. Not just corporate shit, but big ticket shit. That tweet where he invited lawyers to submit resumes was the biggest tell. At first I thought it was a honeypot to collect info on hundreds if not thousands of lawyers who might one day be on the other team. It makes no sense to have a car company pre-announce its intent to make first amendment law. Even if you have a case, you're asking courts to expand the 1A for a billionaire. The optics are shit, and every controversial ruling in his favor will create a legacy of resentment like Citizens United.

But now it looks to me like he may have been sincere about this. I've heard he takes a lot of ambien, and this is consistent with how people behave when they take ambien and stay up. They start drifting off into fantasy land and express ideas they would ordinarily censor. "I want to be like Batman but for the first amendment."

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637200)



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Date: June 6th, 2022 10:16 PM
Author: Cerise space boistinker

Lol if you think ambien is the hardest thing he's on

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639190)



Reply Favorite

Date: June 6th, 2022 10:22 PM
Author: bisexual chartreuse mental disorder

Cr

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639227)



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Date: June 6th, 2022 11:27 PM
Author: disrespectful vibrant school cafeteria regret

I'm as anti-censorship, anti-Twitter as it gets and I thought the deal looked awful. Musk is everything Rach isn't. I mean cot damn Rach is the ONLY actual dood out there with 20 years experience moderating a free speech platform, fighting for free speech, paying out of his own pocket to run the whole thing. Does Musk call him for advice? No, he posts some sleazy tweet asking for resumes from experienced first amendment lawyers, like there's a crew of lawyers out there who specialize in this shit. Rach moderated a forum full of lawyers and probably could have explained to Elon in 5 minutes why free speech twitter won't generate $44bn in ad revenues.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639626)



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Date: June 7th, 2022 10:59 AM
Author: magical queen of the night market

there is at least one lawyer that does actually specialize in this shit: Marc Randazza

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641364)



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Date: June 7th, 2022 10:59 AM
Author: Mischievous set

Simmer down, Marc.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641369)



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Date: June 7th, 2022 12:32 PM
Author: disrespectful vibrant school cafeteria regret

I don't know if you're joking, but if there were any lawyers out there who were truly "good at this" they'd be taking cases to SCOTUS, not writing demand letters. Furthermore they need to know Citizens United inside and out, know the full factual background, know what was really argued and what was at stake, and what the follow on effects of that decision were.

Elon has an immediate problem in that he can only expand 1A protections for commercial speech or political speech by billionaires acting through corporate entities. A big win for this asshole will be an even bigger weak spot in 1st amendment jurisprudence than Citizens United. That case was unambiguously CORRECTLY decided and is a big win for political speech protections, but libs were able to mischaracterize it and turn it into some kind of monstrosity that must be one day overturned. Every time Musk goes to court he'll be asking the judge to become pariah in defense on the 1st amendment. Any 1st amendment lawyer worth a shit would have told him not to actually buy Twitter.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641928)



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Date: June 6th, 2022 3:21 PM
Author: sooty drunken kitty death wish

Musk is the ultimate cherry picker, and it looks like he will end up this time with the pits. Dommage, Elon.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44636698)



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Date: June 6th, 2022 4:32 PM
Author: disrespectful vibrant school cafeteria regret

Seems like he's trying to have it both ways. He's trying to claim the deal was cemented insofar as it obligates Twitter to share data. However, he has a parallel information campaign in which he's trying to present the contract as not fully formed.

Twitter is in the same jam though. If they say "we don't have to provide the data because the sale hasn't finalized," that gives Musk an opening to back out.

OTOH what if Twitter says "we think the deal is closed but this crazy mofo hasn't given us the money yet. We want our $44bn."? Again I'm an idiot when it comes to this corp shit and only recently learned this Delaware Chancellory court writes 90 page opinions on this shit

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637125)



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Date: June 6th, 2022 4:49 PM
Author: beady-eyed disturbing brunch

Lol wtf man, are you even a lawyer?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637253)



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Date: June 6th, 2022 9:27 PM
Author: disrespectful vibrant school cafeteria regret

I know zero about this area of law. I keep adding that disclaimer. I don't get why corporate law opinions are ever more than 30 pages.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44638905)



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Date: June 7th, 2022 8:34 AM
Author: beady-eyed disturbing brunch

are you a lawyer at all though

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640818)



Reply Favorite

Date: June 7th, 2022 9:31 AM
Author: disrespectful vibrant school cafeteria regret

No

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640985)



Reply Favorite

Date: June 6th, 2022 5:49 PM
Author: galvanic menage double fault

(Moron)

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637683)



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Date: June 7th, 2022 9:37 AM
Author: bateful adulterous marketing idea orchestra pit

i will help you out, there is no dispute that the deal is not "closed", i.e. Twitter stock is still publicly traded and owned by the shareholders.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641029)



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Date: June 7th, 2022 12:24 PM
Author: disrespectful vibrant school cafeteria regret

Isn't it trading at a certain price in expectation that it will be purchased at a certain price? I don't recall there being a rule that money must change hands before a contract is formed.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641871)



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Date: June 7th, 2022 3:30 PM
Author: bateful adulterous marketing idea orchestra pit

"expectation that it will be purchased" is a synonym for "not closed". "contract has been formed" is not a synonym for "closed". have you ever owned a house?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44643075)



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Date: June 7th, 2022 3:39 PM
Author: disrespectful vibrant school cafeteria regret

Have you ever taken 1L contracts? I vaguely recall cases where courts found a contract existed, notwithstanding the fact that one side disputed that notion and was refusing to pay.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44643114)



Reply Favorite

Date: June 7th, 2022 3:41 PM
Author: beady-eyed disturbing brunch

Flame

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44643129)



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Date: June 6th, 2022 5:35 PM
Author: silver hideous trump supporter

Disney thought about buying Twitter a few years ago and decided not to because it's a nasty cesspool. This was a dumb thing Musk did and he now wants to back out of it. It's clear as day. He should pay the termination fee for swinging his big dick around and gtfo. Social Media, like airlines, is something you use. You never own that shit.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637618)



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Date: June 6th, 2022 5:50 PM
Author: turquoise marvelous milk cruise ship

How can I get Twitter to hire me on full contingency? You pay NOTHING unless we win for YOU!

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44637689)



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Date: June 6th, 2022 10:09 PM
Author: Charismatic free-loading base

https://mobile.twitter.com/TXAG/status/1533890772713582593?cxt=HHwWgsC9_fzhvMkqAAAA

Walls are closing in

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639140)



Reply Favorite

Date: June 7th, 2022 7:14 AM
Author: Histrionic crawly weed whacker



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640692)



Reply Favorite

Date: June 7th, 2022 8:17 AM
Author: frum blathering step-uncle's house



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44640766)



Reply Favorite

Date: June 7th, 2022 9:35 AM
Author: Disgusting rough-skinned public bath mother



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641014)



Reply Favorite

Date: June 7th, 2022 9:50 AM
Author: Walnut curious trust fund



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641077)



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Date: June 7th, 2022 11:01 AM
Author: magical queen of the night market

lol, didn't Tesla move its headquarters to Texas a couple years ago? i'm sure this was definitely not prompted by a phone call from Elon

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44641374)



Reply Favorite

Date: June 7th, 2022 1:59 PM
Author: turquoise marvelous milk cruise ship

Now Trump will be able to tweet again?

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642461)



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Date: June 7th, 2022 3:16 PM
Author: boyish topaz lettuce whorehouse

libs are suddenly against investigations!

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44642991)



Reply Favorite

Date: June 8th, 2022 1:52 PM
Author: Claret site

To be fair,

Good game, Elon fanbois! Take your fucking medicine!

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44648145)



Reply Favorite

Date: June 6th, 2022 10:39 PM
Author: beady-eyed disturbing brunch



(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#44639343)



Reply Favorite

Date: December 15th, 2022 12:00 PM
Author: Transparent electric coldplay fan

feels like Elon Musk went full retard about a year ago. Maybe he should be checked for a brain tumor.

(http://www.autoadmit.com/thread.php?thread_id=5124975&forum_id=2#45637454)