in a 62 page lawsuit Unveiled Tuesday, Twitter accused Elon Musk of violating an agreement to buy the social media company for 44 billion. Mister. Musk, the richest man in the world, has tried withdraw from the acquisitionciting the number of fake Twitter accounts and accusing the company of not giving him enough information on the subject and misrepresenting his identity.
In its lawsuit, Twitter sought to show that it has the right to sue him to close the deal and show that Mr. Musk’s claims against him were without merit. Instead, it was Mr Musk who was violating the agreement, the company said. Twitter was unrelenting, calling his escape strategy a “model of hypocrisy” and a “model of bad faith.” He backed up his argument with numerous tweets from the billionaire.
Here are the main points Twitter made to try to prove that it didn’t renege on the deal and that Mr. Musk was.
Twitter says it gave Mr. Musk necessary disclosure on spam accounts.
Contrary to Mr. Musk’s claims that Twitter obstructed his efforts to obtain information about spam accounts, the company said in its lawsuit that it had provided him with data. When Mr. Musk requested the information, the company complied with some of his requests.how to deliver your call fire hoseor a large number of tweets.
But even as he did so, Twitter said in its lawsuit, Mr. Musk’s demands for information became progressively irrational.
“From the beginning, the defendants’ requests for information were designed to try to scuttle the deal,” according to the lawsuit. “Musk’s increasingly outlandish requests do not reflect a genuine examination of Twitter’s processes, but rather a litigation-driven campaign to try to create a record of non-cooperation on Twitter’s part.”
Twitter says it did not have a “material adverse effect”.
Mister. Musk has argued that Twitter’s public disclosures that about 5 percent of its users are bots are materially misleading, which would constitute a “material adverse effect” under the terms of the settlement. Mister. Musk’s contract with Twitter requires his regulatory disclosures from January to be accurate.
But Twitter noted that its regulatory filings had warned that the figures were estimates. (CEO of Twitter, Parag Agrawal, has explained how the company detects and combats spam bots). Twitter also said that the existence of bots was part of the reason Mr. Musk wanted to buy Twitter. had a “material adverse effect” because its regulatory disclosures, which estimate that approximately 5 percent of its users are bots, are misleading. Twitter opposes
Twitter says it ran its business as it normally would and kept Mr. Musk up to date.
Mister. Musk has said that another reason he wanted to back out of the deal was that Twitter was not operating his business as he had hoped while the acquisition was closing. Among other things, Mr. Musk said that Twitter reduced his hiring and did not notify him before recently firing two executiveswhich he said was in breach of the terms of the agreement.
But Twitter said in its lawsuit that its slowdown in hiring was in line with what Mr Musk had told the company he wanted. The company added that it had notified Mr. Musk’s lawyers of his decision to fire the two executives and that the lawyers had “raised no objections.” The lawsuit did not say when Mr. Musk’s lawyers were notified of those decisions.
Twitter says Mr. Musk breached the deal by halting efforts to close the deal.
Under the terms of the deal, Mr. Musk must make “best reasonable efforts” to close the deal, including obtaining debt financing for the $44 billion purchase.
But Twitter said in its lawsuit that Mr. Musk appeared to abandon efforts to complete his debt financing, contravening the agreement. Furthermore, the company said, it disappeared when Twitter executives, including Ned Segal, its chief financial officer, reached out to discuss figures on spam accounts that Mr. Musk had professed to be concerned about.
Mister. Musk also appeared to ditch executives who were working to help him close the deal, such as former Intel CEO Bob Swan, according to the lawsuit. On June 23, Mr. Musk said on Twitter that he “had asked Swan ‘to drop settlement proceedings as we are not on the same wavelength,'” the suit says.
Twitter says Mr. Musk breached the terms of the deal by disparaging the company.
The delivery contract also said that Mr. Musk could not dispatch Twitter or its employees on tweets. However, he did so multiple times, Twitter maintained, violating the agreement.
The suit included screenshots of several images of Mr. Musk’s tweets, including one that said he had been told by a Twitter lawyer that he had violated a confidentiality agreement. In another, Mr. Musk used a poop emoji in response to a tweet from Mr. Agraval. Additionally, Twitter pointed to Mr. Musk’s comments, on Twitter and at conferences, that publicly doubted the veracity of Twitter’s disclosures of his spam accounts.
