Elon Musk: Always A Douche

[The Minsky Moment]

BREAKING: Elon Musk is threatening to end his $44 billion agreement to buy Twitter, accusing the company of refusing to give him information about spam bot accounts.

Despite his recent open solicitation for commando litigators, he is using Skadden Arps to write these letters.

Interesting legal issue - he is using the information rights under the merger agreement to request raw data as opposed to the usual company books and records.

[Barrister]

BREAKING: Elon Musk is threatening to end his $44 billion agreement to buy Twitter, accusing the company of refusing to give him information about spam bot accounts.

Despite his recent open solicitation for commando litigators, he is using Skadden Arps to write these letters.

Interesting legal issue - he is using the information rights under the merger agreement to request raw data as opposed to the usual company books and records.

Okay, so this is going to show that A: I had some experience with high-ish end M&A legal work, but B: it was as an articling student 20+ years ago and it was on oil & gas deals.  (high-ish being tens or hundreds of millions of dollar deals, but not multi-billion dollars).

But in those deals we'd never be satisfied just trusting in the seller's summaries or reports - I spent many hours going through primary documents (namely oil and gas leases) in order to verify that what we were buying was exactly what they said we were buying.

[Jacob]

Despite his recent open solicitation for commando litigators, he is using Skadden Arps to write these letters.

Interesting legal issue - he is using the information rights under the merger agreement to request raw data as opposed to the usual company books and records.

I wouldn't trust Musk to not disclose this data publicly, or to use it / share it with potential competitors.

[alfred russel]

Despite his recent open solicitation for commando litigators, he is using Skadden Arps to write these letters.

Interesting legal issue - he is using the information rights under the merger agreement to request raw data as opposed to the usual company books and records.

I wouldn't trust Musk to not disclose this data publicly, or to use it / share it with potential competitors.

But if you signed an agreement to make them available to him because he offered $54 per share and that was a condition of the purchase, it doesn't really matter if you trust him.

[Barrister]

Despite his recent open solicitation for commando litigators, he is using Skadden Arps to write these letters.

Interesting legal issue - he is using the information rights under the merger agreement to request raw data as opposed to the usual company books and records.

I wouldn't trust Musk to not disclose this data publicly, or to use it / share it with potential competitors.

But if you signed an agreement to make them available to him because he offered $54 per share and that was a condition of the purchase, it doesn't really matter if you trust him.

Of course though the order of operations is all wrong here.

Normally you sign a NDA, then do your due diligence, then you execute the purchase.

Musk does have the aroma of having buyer's remorse and trying to get out of the deal he's already agreed to.  Of course the deal does allow him to do so - if he pays the $1 billion break fee.

[Sheilbh]

Of course though the order of operations is all wrong here.

Normally you sign a NDA, then do your due diligence, then you execute the purchase.

Musk does have the aroma of having buyer's remorse and trying to get out of the deal he's already agreed to.  Of course the deal does allow him to do so - if he pays the $1 billion break fee.

Yeah the DD is normally staggered - although maybe less so in this case.

I also spent hours of my life - though I was reviewing commercial contracts and data, with a little bit of IP, rather than oil and gas leases But never on a hostile takeover. It was normally an auction sale so there'd be a tranche at round one, a tranche for the preferred bidder and a tranche between exchange and completion - you might ask specific questions on day 1 (and you always did) but wouldn't always really get an answer.

[The Minsky Moment]

The Twitter-Musk merger agreement has an information rights clause, but Twitter need not provide material that could cause them competitive harm.

The whole thing is publicly filed as an exhibit on Edgar.

[Jacob]

But if you signed an agreement to make them available to him because he offered $54 per share and that was a condition of the purchase, it doesn't really matter if you trust him.

It seems to be an open question whether Twitter agreed to make that data available to him.

[alfred russel]

But if you signed an agreement to make them available to him because he offered $54 per share and that was a condition of the purchase, it doesn't really matter if you trust him.

It seems to be an open question whether Twitter agreed to make that data available to him.

An open question or a contract that is on edgar but no one is willing to read?

[Grey Fox]

He's Trump but with less maturity.

Trump was an immigrant who founded companies like spacex and tesla? and with something of a commitment to solving problems like climate change?

He did not found Tesla.

[The Minsky Moment]

An open question or a contract that is on edgar but no one is willing to read?

Ahem.

Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors ("Representatives") of Parent reasonable access (at Parent's sole cost and expense), in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable written notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party, or (iii) jeopardize any attorney-client or other legal privilege. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Each of Parent and Acquisition Sub agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4 and, notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. Prior to any disclosure, the Company and Parent shall enter into a customary confidentiality agreement with respect to any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement).

It would seem that twitter may have at least a colorable position.  Skadden only filed the last letter on Edgar, not the prior ones, so I don't know the specific of the info requests nor the basis articulated in twitter's response.

For a billion, it's worth paying some lawyers to squabble over.

[Barrister]

He's Trump but with less maturity.

Trump was an immigrant who founded companies like spacex and tesla? and with something of a commitment to solving problems like climate change?

He did not found Tesla.

According to Tesla itself Musk is one of five co-founders.

https://www.cnet.com/culture/tesla-motors-founders-now-there-are-five/

[Jacob]

An open question or a contract that is on edgar but no one is willing to read?

It's an open question as far as I'm concerned. I mean, you seem confident in stating that Musk's position is the correct one, but Minsky seems less certain and has more domain expertise.

[Grey Fox]

He's Trump but with less maturity.

Trump was an immigrant who founded companies like spacex and tesla? and with something of a commitment to solving problems like climate change?

He did not found Tesla.

According to Tesla itself Musk is one of five co-founders.

https://www.cnet.com/culture/tesla-motors-founders-now-there-are-five/

It's a lie that stems from a 2009 lawsuit settlement.

Right there in your link.

[alfred russel]

An open question or a contract that is on edgar but no one is willing to read?

It's an open question as far as I'm concerned. I mean, you seem confident in stating that Musk's position is the correct one, but Minsky seems less certain and has more domain expertise.

I'm definitely not confident; I don't even have an opinion.