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Elon Musk says Twitter is in material breach

https://finance.yahoo.com/news/musk-says-twitter-in-material...
jet-lagged vivacious coffee pot degenerate
  06/06/22
Nigger
bateful blue national boltzmann
  06/06/22
Either musk gets Twitter or it gets destroyed. Win-win.
laughsome locale
  06/06/22
...
lsd
  06/06/22
He will be obligated to buy it at full-price, nothing will h...
Concupiscible pistol
  06/06/22
I don't really care what happens to his money and if he's fo...
laughsome locale
  06/06/22
180
Soul-stirring shitlib
  06/06/22
masterfully played to root out twitter's 50% bots
Fiercely-loyal Histrionic Cruise Ship
  06/06/22
He can't prove it. He's going to be obligated to buy the com...
Concupiscible pistol
  06/06/22
We got an insider here folks
laughsome locale
  06/06/22
prove what? he is entitled to see the underlying data for h...
Fiercely-loyal Histrionic Cruise Ship
  06/06/22
yeah not a huge Elon stan but I don't see how this is debata...
exciting zombie-like mood library
  06/06/22
This is way more interesting than that. Are you a lawyer?
bateful blue national boltzmann
  06/06/22
It's Paulie, lol
lsd
  06/06/22
Oh God lol
Glassy Mediation Box Office
  06/06/22
My first thought as well
bronze electric main people
  06/06/22
we work hard, put 5% on table, what he do? he demand to see ...
rusted corner regret
  06/06/22
He questioned the percentage of 'bots' publicly beforehand a...
Concupiscible pistol
  06/06/22
Lol what
bronze electric main people
  06/06/22
His entire Twitter Feed is evidence he believed Twitter's va...
Concupiscible pistol
  06/06/22
It seems like he made the offer with the specific intent to ...
brass theatre
  06/06/22
You sound a bit clueless man. There’s a lot more in th...
bronze electric main people
  06/06/22
Just vague statements the Skadden attorney referenced. lol
Concupiscible pistol
  06/06/22
Reading comp issues?
bronze electric main people
  06/06/22
I know "hE wAiVeD dUe dIlIgEnCe" has been repeated...
Tripping institution pervert
  06/06/22
yeah but it’s still funny to see redditors (why ARE th...
rusted corner regret
  06/06/22
...
bronze electric main people
  06/06/22
It's sad what's happened to xo that there are people here wh...
bronze electric main people
  06/06/22
PP please respond
bronze electric main people
  06/07/22
one weird trick to close 100% of the time: just lie like a m...
rusted corner regret
  06/06/22
Why are you conceding that he ever relied on Twitter's publi...
brass theatre
  06/06/22
...
Cordovan effete sanctuary trump supporter
  06/06/22
...
Fiercely-loyal Histrionic Cruise Ship
  06/06/22
...
salmon ticket booth
  06/06/22
...
bronze electric main people
  06/06/22
...
laughsome locale
  06/06/22
...
Mind-boggling free-loading temple philosopher-king
  06/06/22
...
bronze electric main people
  06/06/22
...
Splenetic dull boiling water
  06/06/22
...
lsd
  06/06/22
...
Talented circlehead
  06/06/22
Lol
bronze electric main people
  06/06/22
How’s the break fee work, in your mind?
internet-worthy irradiated center
  06/06/22
...
Concupiscible pistol
  11/21/22
...
Concupiscible pistol
  12/15/22
See previous thread here: http://www.autoadmit.com/thread.ph...
Mind-boggling free-loading temple philosopher-king
  06/06/22
great write up. lol twitter just lol.
Hairraiser shivering office death wish
  06/07/22
thanl.
Mind-boggling free-loading temple philosopher-king
  06/07/22
Some securities litigators about to have their summer ruined...
internet-worthy irradiated center
  06/06/22
Gonna be a Del. Chancery action plus a grip of securities cl...
Mind-boggling free-loading temple philosopher-king
  06/06/22
https://www.gibsondunn.com/delaware-court-of-chancery-addres...
fragrant cerise private investor
  06/06/22
...
rusted corner regret
  06/06/22
The question is interesting since warranty law has features ...
Mind-boggling free-loading temple philosopher-king
  06/07/22
Elon "reasonably believed" or "acted on the b...
brass theatre
  06/07/22
I'm not sure how to parse what you're asking. The sandbag...
Mind-boggling free-loading temple philosopher-king
  06/07/22
ty though I was thinking along the lines of detrimental reli...
brass theatre
  06/08/22
Detrimental reliance is a way of substituting for considerat...
Mind-boggling free-loading temple philosopher-king
  06/08/22
Re-reading this since you linked it, I think it's worth poin...
Mind-boggling free-loading temple philosopher-king
  06/08/22
Sure Elon whatever you say
geriatric meetinghouse tattoo
  06/06/22
SKADDEN LETTER LAYING THE GROUNDWORK: https://www.sec.gov...
jet-lagged vivacious coffee pot degenerate
  06/06/22
how do these guys work at skadden, they’re gonna be pr...
rusted corner regret
  06/06/22
imma out myself as a shitlawyer, but isn't this the due dili...
Hairraiser shivering office death wish
  06/07/22
no not an m&amo by trade but “due diligence&rdquo...
rusted corner regret
  06/08/22
that distinction makes sense. thank.
Hairraiser shivering office death wish
  06/08/22
check out the brain on this guy: https://www.skadden.com/...
Sickened trip public bath knife
  06/06/22
holy shit
Fiercely-loyal Histrionic Cruise Ship
  06/06/22
gorgeous dome
Splenetic dull boiling water
  06/06/22
gulc gulc gulc
hyperventilating adventurous fortuitous meteor wagecucks
  06/06/22
Fuck. Game over for Twitterbois.
Stirring mauve faggot firefighter
  06/06/22
Fuck. Game over for Twitterbois. Dat Urlacher Phenotype
Stirring mauve faggot firefighter
  06/06/22
He poasted using the “fuck sluts with humungous butts&...
my dog can log into xo more often than I can
  06/06/22
lmaooooooooooooo
Hairraiser shivering office death wish
  06/07/22
https://files.catbox.moe/tcz951.jpg
Nubile thriller jewess indirect expression
  06/06/22
Funny part is he was at Wilson Sonsini until a few years ago...
fragrant cerise private investor
  06/06/22
http://www.writeups.org/wp-content/uploads/Hammerhead-Spider...
Mind-boggling free-loading temple philosopher-king
  06/07/22
looking at the list, he worked on one of the deals that made...
cerebral sandwich goal in life
  06/07/22
He was the inspiration for Coneheads.
Wonderful location
  06/07/22
180. I'm not a lawyer and I don't really understand the lega...
Flirting hospital pozpig
  06/07/22
This isn't my practice area but that letter looks weak as fu...
brass theatre
  06/06/22
agreed its very disappointing
Fiercely-loyal Histrionic Cruise Ship
  06/06/22
Lol Alpha skadden bro pushing around Wilson sonsini tech dor...
spruce razzmatazz locus
  06/07/22
He’s regretting his initial bid which he realizes was ...
azure curious national security agency
  06/06/22
LMAO @ Musk trying desperately to back out of his autistic i...
Filthy School Cafeteria
  06/06/22
I said this before and they flamed me: "No, here is...
Concupiscible pistol
  06/06/22
Other shit was happening besides Babylon Bee. Maybe that was...
brass theatre
  06/06/22
Lol if you think ambien is the hardest thing he's on
geriatric meetinghouse tattoo
  06/06/22
Cr
ponyboy curtis
  06/06/22
I'm as anti-censorship, anti-Twitter as it gets and I though...
brass theatre
  06/06/22
there is at least one lawyer that does actually specialize i...
jet-lagged vivacious coffee pot degenerate
  06/07/22
Simmer down, Marc.
Mind-boggling free-loading temple philosopher-king
  06/07/22
I don't know if you're joking, but if there were any lawyers...
brass theatre
  06/07/22
Musk is the ultimate cherry picker, and it looks like he wil...
Brussels Sprout (Apropos of the Wet Snow)
  06/06/22
Seems like he's trying to have it both ways. He's trying to ...
brass theatre
  06/06/22
Lol wtf man, are you even a lawyer?
bronze electric main people
  06/06/22
I know zero about this area of law. I keep adding that discl...
brass theatre
  06/06/22
are you a lawyer at all though
bronze electric main people
  06/07/22
No
brass theatre
  06/07/22
(Moron)
shaky church building
  06/06/22
i will help you out, there is no dispute that the deal is no...
Tripping institution pervert
  06/07/22
Isn't it trading at a certain price in expectation that it w...
brass theatre
  06/07/22
"expectation that it will be purchased" is a synon...
Tripping institution pervert
  06/07/22
Have you ever taken 1L contracts? I vaguely recall cases whe...
brass theatre
  06/07/22
Flame
bronze electric main people
  06/07/22
Disney thought about buying Twitter a few years ago and deci...
crystalline 180 crackhouse
  06/06/22
How can I get Twitter to hire me on full contingency? You p...
Transparent Vigorous Depressive Heaven
  06/06/22
https://mobile.twitter.com/TXAG/status/1533890772713582593?c...
laughsome locale
  06/06/22
...
Obsidian razzle parlour mexican
  06/07/22
...
Splenetic dull boiling water
  06/07/22
...
lsd
  06/07/22
...
rusted corner regret
  06/07/22
lol, didn't Tesla move its headquarters to Texas a couple ye...
jet-lagged vivacious coffee pot degenerate
  06/07/22
Now Trump will be able to tweet again?
Transparent Vigorous Depressive Heaven
  06/07/22
libs are suddenly against investigations!
infuriating marvelous chapel
  06/07/22
To be fair, Good game, Elon fanbois! Take your fucking me...
flatulent gas station
  06/08/22
...
bronze electric main people
  06/06/22
feels like Elon Musk went full retard about a year ago. May...
Filthy School Cafeteria
  12/15/22


Poast new message in this thread



Reply

Date: June 6th, 2022 1:53 PM
Author: jet-lagged vivacious coffee pot degenerate

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

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



Reply

Date: June 6th, 2022 10:52 PM
Author: bateful blue national boltzmann

Nigger

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



Reply

Date: June 6th, 2022 1:55 PM
Author: laughsome locale

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

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



Reply

Date: June 6th, 2022 2:00 PM
Author: lsd (Golden Retrievers Did Nothing Wrong)



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



Reply

Date: June 6th, 2022 2:01 PM
Author: Concupiscible pistol

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.

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



Reply

Date: June 6th, 2022 2:11 PM
Author: laughsome locale

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?

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



Reply

Date: June 6th, 2022 1:56 PM
Author: Soul-stirring shitlib

180

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



Reply

Date: June 6th, 2022 1:57 PM
Author: Fiercely-loyal Histrionic Cruise Ship

masterfully played to root out twitter's 50% bots

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



Reply

Date: June 6th, 2022 1:57 PM
Author: Concupiscible pistol

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.

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



Reply

Date: June 6th, 2022 1:58 PM
Author: laughsome locale

We got an insider here folks

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



Reply

Date: June 6th, 2022 1:59 PM
Author: Fiercely-loyal Histrionic Cruise Ship

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.

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



Reply

Date: June 6th, 2022 2:24 PM
Author: exciting zombie-like mood library

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

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



Reply

Date: June 6th, 2022 2:00 PM
Author: bateful blue national boltzmann

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

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



Reply

Date: June 6th, 2022 2:02 PM
Author: lsd (Golden Retrievers Did Nothing Wrong)

It's Paulie, lol

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



Reply

Date: June 6th, 2022 2:05 PM
Author: Glassy Mediation Box Office

Oh God lol

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



Reply

Date: June 6th, 2022 2:13 PM
Author: bronze electric main people

My first thought as well

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



Reply

Date: June 6th, 2022 2:03 PM
Author: rusted corner regret

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

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



Reply

Date: June 6th, 2022 2:04 PM
Author: Concupiscible pistol

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).

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



Reply

Date: June 6th, 2022 2:23 PM
Author: bronze electric main people

Lol what

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



Reply

Date: June 6th, 2022 2:32 PM
Author: Concupiscible pistol

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.

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



Reply

Date: June 6th, 2022 4:16 PM
Author: brass theatre

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.

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



Reply

Date: June 6th, 2022 4:17 PM
Author: bronze electric main people

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.

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



Reply

Date: June 6th, 2022 4:22 PM
Author: Concupiscible pistol

Just vague statements the Skadden attorney referenced. lol

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



Reply

Date: June 6th, 2022 4:47 PM
Author: bronze electric main people

Reading comp issues?

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



Reply

Date: June 6th, 2022 10:14 PM
Author: Tripping institution pervert

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.

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



Reply

Date: June 6th, 2022 10:37 PM
Author: rusted corner regret

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

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



Reply

Date: June 6th, 2022 10:38 PM
Author: bronze electric main people



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



Reply

Date: June 6th, 2022 10:39 PM
Author: bronze electric main people

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

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



Reply

Date: June 7th, 2022 8:17 AM
Author: bronze electric main people

PP please respond

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



Reply

Date: June 6th, 2022 2:57 PM
Author: rusted corner regret

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

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



Reply

Date: June 6th, 2022 4:18 PM
Author: brass theatre

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.

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



Reply

Date: June 6th, 2022 2:05 PM
Author: Cordovan effete sanctuary trump supporter



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



Reply

Date: June 6th, 2022 2:10 PM
Author: Fiercely-loyal Histrionic Cruise Ship



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



Reply

Date: June 6th, 2022 2:11 PM
Author: salmon ticket booth



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



Reply

Date: June 6th, 2022 2:31 PM
Author: bronze electric main people



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



Reply

Date: June 6th, 2022 2:11 PM
Author: laughsome locale



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



Reply

Date: June 6th, 2022 2:13 PM
Author: Mind-boggling free-loading temple philosopher-king



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



Reply

Date: June 6th, 2022 2:29 PM
Author: bronze electric main people



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



Reply

Date: June 6th, 2022 2:55 PM
Author: Splenetic dull boiling water



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



Reply

Date: June 6th, 2022 3:12 PM
Author: lsd (Golden Retrievers Did Nothing Wrong)



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



Reply

Date: June 6th, 2022 10:15 PM
Author: Talented circlehead



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



Reply

Date: June 6th, 2022 2:22 PM
Author: bronze electric main people

Lol

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



Reply

Date: June 6th, 2022 2:24 PM
Author: internet-worthy irradiated center

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

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



Reply

Date: November 21st, 2022 4:59 PM
Author: Concupiscible pistol



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



Reply

Date: December 15th, 2022 11:59 AM
Author: Concupiscible pistol



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



Reply

Date: June 6th, 2022 2:12 PM
Author: Mind-boggling free-loading temple philosopher-king

See previous thread here: Elon backs out of twitter deal

playing out roughly as anticipated.

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



Reply

Date: June 7th, 2022 1:27 PM
Author: Hairraiser shivering office death wish

great write up. lol twitter just lol.

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



Reply

Date: June 7th, 2022 1:27 PM
Author: Mind-boggling free-loading temple philosopher-king

thanl.

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



Reply

Date: June 6th, 2022 2:24 PM
Author: internet-worthy irradiated center

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

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



Reply

Date: June 6th, 2022 2:24 PM
Author: Mind-boggling free-loading temple philosopher-king

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

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



Reply

Date: June 6th, 2022 10:31 PM
Author: fragrant cerise private investor

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

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



Reply

Date: June 6th, 2022 10:55 PM
Author: rusted corner regret



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



Reply

Date: June 7th, 2022 9:33 AM
Author: Mind-boggling free-loading temple philosopher-king

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."

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



Reply

Date: June 7th, 2022 12:36 PM
Author: brass theatre

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.

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



Reply

Date: June 7th, 2022 1:22 PM
Author: Mind-boggling free-loading temple philosopher-king

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).

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



Reply

Date: June 8th, 2022 4:47 PM
Author: brass theatre

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.

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



Reply

Date: June 8th, 2022 4:50 PM
Author: Mind-boggling free-loading temple philosopher-king

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.

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



Reply

Date: June 8th, 2022 4:40 PM
Author: Mind-boggling free-loading temple philosopher-king

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.]

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



Reply

Date: June 6th, 2022 2:27 PM
Author: geriatric meetinghouse tattoo

Sure Elon whatever you say

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



Reply

Date: June 6th, 2022 2:42 PM
Author: jet-lagged vivacious coffee pot degenerate

SKADDEN LETTER LAYING THE GROUNDWORK:

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

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



Reply

Date: June 6th, 2022 2:47 PM
Author: rusted corner regret

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

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



Reply

Date: June 7th, 2022 1:33 PM
Author: Hairraiser shivering office death wish

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?

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



Reply

Date: June 8th, 2022 2:12 PM
Author: rusted corner regret

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

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



Reply

Date: June 8th, 2022 2:40 PM
Author: Hairraiser shivering office death wish

that distinction makes sense. thank.

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



Reply

Date: June 6th, 2022 2:54 PM
Author: Sickened trip public bath knife

check out the brain on this guy:

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

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



Reply

Date: June 6th, 2022 2:56 PM
Author: Fiercely-loyal Histrionic Cruise Ship

holy shit

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



Reply

Date: June 6th, 2022 2:59 PM
Author: Splenetic dull boiling water

gorgeous dome

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



Reply

Date: June 6th, 2022 3:11 PM
Author: hyperventilating adventurous fortuitous meteor wagecucks

gulc gulc gulc

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



Reply

Date: June 6th, 2022 4:41 PM
Author: Stirring mauve faggot firefighter

Fuck. Game over for Twitterbois.

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



Reply

Date: June 6th, 2022 4:42 PM
Author: Stirring mauve faggot firefighter

Fuck. Game over for Twitterbois. Dat Urlacher Phenotype

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



Reply

Date: June 6th, 2022 6:18 PM
Author: my dog can log into xo more often than I can (and he's neutered!)

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

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



Reply

Date: June 7th, 2022 1:56 PM
Author: Hairraiser shivering office death wish

lmaooooooooooooo

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



Reply

Date: June 6th, 2022 9:33 PM
Author: Nubile thriller jewess indirect expression

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

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



Reply

Date: June 6th, 2022 10:33 PM
Author: fragrant cerise private investor

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

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



Reply

Date: June 7th, 2022 6:22 AM
Author: Mind-boggling free-loading temple philosopher-king

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

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



Reply

Date: June 7th, 2022 8:29 AM
Author: cerebral sandwich goal in life

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

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



Reply

Date: June 7th, 2022 8:33 AM
Author: Wonderful location

He was the inspiration for Coneheads.

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



Reply

Date: June 7th, 2022 3:13 PM
Author: Flirting hospital pozpig

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.

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



Reply

Date: June 6th, 2022 4:22 PM
Author: brass theatre

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

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



Reply

Date: June 6th, 2022 4:32 PM
Author: Fiercely-loyal Histrionic Cruise Ship

agreed its very disappointing

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



Reply

Date: June 7th, 2022 1:25 PM
Author: spruce razzmatazz locus

Lol Alpha skadden bro pushing around Wilson sonsini tech dork

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

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



Reply

Date: June 6th, 2022 3:16 PM
Author: azure curious national security agency

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

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



Reply

Date: June 6th, 2022 3:19 PM
Author: Filthy School Cafeteria

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

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



Reply

Date: June 6th, 2022 4:24 PM
Author: Concupiscible pistol

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'."

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



Reply

Date: June 6th, 2022 4:42 PM
Author: brass theatre

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."

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



Reply

Date: June 6th, 2022 10:16 PM
Author: geriatric meetinghouse tattoo

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

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



Reply

Date: June 6th, 2022 10:22 PM
Author: ponyboy curtis ( )

Cr

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



Reply

Date: June 6th, 2022 11:27 PM
Author: brass theatre

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.

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



Reply

Date: June 7th, 2022 10:59 AM
Author: jet-lagged vivacious coffee pot degenerate

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

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



Reply

Date: June 7th, 2022 10:59 AM
Author: Mind-boggling free-loading temple philosopher-king

Simmer down, Marc.

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



Reply

Date: June 7th, 2022 12:32 PM
Author: brass theatre

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.

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



Reply

Date: June 6th, 2022 3:21 PM
Author: Brussels Sprout (Apropos of the Wet Snow)

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

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



Reply

Date: June 6th, 2022 4:32 PM
Author: brass theatre

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

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



Reply

Date: June 6th, 2022 4:49 PM
Author: bronze electric main people

Lol wtf man, are you even a lawyer?

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



Reply

Date: June 6th, 2022 9:27 PM
Author: brass theatre

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.

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



Reply

Date: June 7th, 2022 8:34 AM
Author: bronze electric main people

are you a lawyer at all though

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



Reply

Date: June 7th, 2022 9:31 AM
Author: brass theatre

No

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



Reply

Date: June 6th, 2022 5:49 PM
Author: shaky church building

(Moron)

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



Reply

Date: June 7th, 2022 9:37 AM
Author: Tripping institution pervert

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.

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



Reply

Date: June 7th, 2022 12:24 PM
Author: brass theatre

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.

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



Reply

Date: June 7th, 2022 3:30 PM
Author: Tripping institution pervert

"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?

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



Reply

Date: June 7th, 2022 3:39 PM
Author: brass theatre

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.

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



Reply

Date: June 7th, 2022 3:41 PM
Author: bronze electric main people

Flame

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



Reply

Date: June 6th, 2022 5:35 PM
Author: crystalline 180 crackhouse

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.

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



Reply

Date: June 6th, 2022 5:50 PM
Author: Transparent Vigorous Depressive Heaven

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

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



Reply

Date: June 6th, 2022 10:09 PM
Author: laughsome locale

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

Walls are closing in

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



Reply

Date: June 7th, 2022 7:14 AM
Author: Obsidian razzle parlour mexican



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



Reply

Date: June 7th, 2022 8:17 AM
Author: Splenetic dull boiling water



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



Reply

Date: June 7th, 2022 9:35 AM
Author: lsd (Golden Retrievers Did Nothing Wrong)



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



Reply

Date: June 7th, 2022 9:50 AM
Author: rusted corner regret



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



Reply

Date: June 7th, 2022 11:01 AM
Author: jet-lagged vivacious coffee pot degenerate

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

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



Reply

Date: June 7th, 2022 1:59 PM
Author: Transparent Vigorous Depressive Heaven

Now Trump will be able to tweet again?

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



Reply

Date: June 7th, 2022 3:16 PM
Author: infuriating marvelous chapel

libs are suddenly against investigations!

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



Reply

Date: June 8th, 2022 1:52 PM
Author: flatulent gas station

To be fair,

Good game, Elon fanbois! Take your fucking medicine!

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



Reply

Date: June 6th, 2022 10:39 PM
Author: bronze electric main people



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



Reply

Date: December 15th, 2022 12:00 PM
Author: Filthy School Cafeteria

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

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