Perhaps it's because he's put conditions on, post purchase, that weren't in the original buy order?

Do you publicly brag to your millions of followers about your superior "shopping" acumen?

Wasn't this a 'take over' that the original owners weren't super happy about? So not he says never mind. Seems like everyone should be happy.

Do you publicly brag to your millions of followers about your superior "shopping" acumen?

Elon Musk can definitely be an annoying twit at times. But doesn't he have the same right as others to return not-as-described items?

Edited to add: Nicole puts on a great thread every once in a while asking whether we have found amazing deals or bargains. Many of us, including myself, share with this group about great deals we have found. Maybe Elon likes to share his great deals too, but wants to share when the deal wasn't as good as he thought.

Nobody in the public really knows the terms of the purchase agreement, surely the "return" clauses are not as simple as putting the item in an envelope and dropping it in a mailbox. I suspect both sides are cherry-picking things to share to gain public sympathy. At this point, all I see is a boon for each side's lawyers.

According to a guest on NPR, the irony is that Musk will use Twitter (the platfom not the sale topic) as a means to rant and whine and de-value Twitter’s stock to the point he will be released. An expensive lawsuit dragged through the courts would have the same result.

ohhhhhh NOW I understand the title of the thread. Good one Lucille!

One of the problems with Elon's claims of there being a defect, the unknown bot count, is bogus. Twitter discloses all such risks in each and every SEC filing. Musk will win in the end is my two cents, but securities lawyers will make a lot of hay in the meantime.

Well, we don't know if it's bogus or not. That's the problem per Musk, is they wouldn't provide the information and/or was hiding the fact there were many more bots than Twitter said. That is all "we" know right now. I'm sure Elon and Twitter knows much more than we do.

In real estate, if you lie about a disclosure(s), it's a problem for the seller and you can renege on the deal.

Ollie, we do know it's bogus because we can easily look up the very public and very standard SEC filings. There is nothing secret about this.

Here is a primer on how to read 10-k and 10-Q filings.

https://www.sec.gov/fast-answers/answersreada10khtm.html

"Per Musk". The only thing that really matters is the language in the purchase agreement.

Here is the 8-K filing outlining key aspects of the agreement.

https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm

Edgar is our friend.

There are "levels" to this game Elon and Twitter are playing. We won't know, until we know.

The short answer is that law and practices applicable to normal retail transactions are quite different from what underlies a normal corporate acquisition.

Corporate acquisition courtships often involve some degree of animus - where the stumbling blocks to reaching a mutual agreement can often be resolved when the buyer offers more money. Doing so puts the deal on track but doesn't resolve the ill-will that develops along the way. A common technique to be sure the acquiror stays within the white lines of the contract though closing is the inclusion of a "break-up" provision. Should the deal not be close because of actions within the control of the buyer, a large penalty payment becomes due to the seller. This is not a "return it if you don't like it" approach, it's "close the deal or pay us a big amount of money for wasting our time".

Zalco beat me to referencing the agreement, my breakfast intervening. I would have mentioned EDGAR but would have stopped short of looking it up.

I am not an expert on this topic or on Musk or Twitter. However, I think one of the differences is that when you are disastisfied with your purchase, it's not on a scale where you can leverage your public reach to devalue stock and purchase mass quantities of it and then turn around dramatically impact the value of the stock when you change your mind. Your one little purchase is meaningless in the scheme of things and your ability to affect the market is essentially nil. Whereas Musk has a massive impact on the market through his extremely public commentary and his huge wealth that he leverages to buy up company stock. I agree with Ollie that likely there are many levels of the game being played that are outside of our knowledge.

Prickly, Musk pushed up Twitter's value massively. Twitter had not seen the kind of valuation Musk put on the table in many, many moons.

From Fortune, May 2022:

Small wonder Elon Musk's stalling on the Twitter deal to clinch a much lower price. In agreeing to pay $54.20 a share for a broken enterpriseselling at an already-inflated mark of just over $39, Musk was making a wildly expensive bad bet—and that was before the recent tech meltdown that doubtless would have sent Twitter far lower. Even if the Tesla founder manages to push Twitter's board into accepting a recast offer in the low $40s, he'll still be riding a long-shot that's more likely than not to prove a loser for himself and his co-investors. (Read Fortune's full feature on the inside story of how Musk won Twitter, and could still lose it, here.)

The newest evidence: On May 17, Twitter filed a proxy statement that provides detailed information on the Musk acquisition. In the "Background of the Merger" section, the company discloses that on April 17, three days after receiving the $54.20 offer, its directors met with the "largest institutional" investors to get their view of the choice between accepting Musk's offer and going it alone. The fund managers, the proxy relates, "indicated that Twitter had much opportunity but indicated a perceived failure of historical execution. They encouraged the board to seriously consider Mr. Musk's proposal and weigh the risks of future execution." In less formal language, Twitter's biggest stockholders told its board, We're unconvinced that you and current management can turn Twitter around.

Twitter's filing includes hopeful numbers on how it would perform alone, and they're still mediocre

In another section titled "Unaudited Prospective Financial Information," Twitter discloses its internal, previously-private projections for revenues, profits and other benchmarks through 2027. Although Twitter doesn't estimate a future share price in this "standalone" scenario, the purpose of the exercise is clear: Showing shareholders they're far better served taking the $54.20 today than risking an outlook that's less than stellar even if management "succeeds." A key assumption backing the forecast is "best case" in the extreme. Twitter assumes that it will greatly grow its market share over the next six years from its "historical average" of 2.1% to 3.3%, winning big in a highly-competitive field encompassing such formidable rivals as Meta Platforms' Facebook and Snap.

https://fortune.com/2022/05/21/new-twitter-filing-shows-what-it-would-be-worth-without-elon-musk-and-the-number-wont-make-investors-happy/

Musk plays games with the market value of stocks, it's a well established pattern of his.

I think pricklypear summed up the difference here quite well. It is most definitely not the same thing, altho perhaps Musk would like it to be framed it as such.

I think a more accurate analogy would be that you would go on social and post things to manipulate the value of the item, the reputation of the company, in order to get the outcome you desire.

And when we make a consumer purchase, we generally are not making a legal agreement affecting millions of people - including employees of the company.

Would it really be a bad thing if twitter is destroyed in this process? Not in my world.

Would it really be a bad thing if twitter is destroyed in this process? Not in my world.

My son caught me on twitter once. You would have thought he found me on the dark web ordering drugs or a hit with the lecture he gave me.

The end of Twitter would ne awesome, especially before the next cycle.

"Musk plays games with the market value of stocks, it's a well established pattern of his."

A high-profile guy whose imagination and accomplishments with new ideas and breakthrough businesses are second to none in this era and which have produced for him phenomenal wealth. At the same time, he's also a guy who sometimes acts like a person who believes no rules or mores apply to his conduct. And, sometimes. like a child who never grew up.

There are federal laws and regs governing individual conduct, actions and comments, with respect to public companies. He's been sanctioned and fined by the SEC many times in recent years. I suspect they're pretty tired of dealing with him. They have the power to ban individuals from associating with public companies and that's something with his continued bad behavior that could happen.

They have the power to ban individuals from associating with public companies and that's something with his continued bad behavior that could happen.

People have been sanctioned for far less that what he has done.

I'm not the least surprised that Musk is trying to renege on the deal. Referencing Zalco's article from Fortune - if you were paying attention you knew he would be doing so.

I used Twitter quite a bit to find obscure bits of info. Like a short clip from a news interview or an up-to-the-minute update about an injured hockey player.

You get what you click. If you click and follow garbage, your feed fills with your garbage.

Sorry I mispoke on the impact Musk's actions had on the value of the stock. But my point is the same. Musk has a massive reach as an insanely wealthy and public figure, and his power and influence are far beyond anything the average consumer or even average business leader could have. I suspect there is a deeper strategy or game in Musk's behavior than I have the knowledge to understand or explain without someone spelling it out for me.

Personally, I would not lament the demise of Twitter if it came. Zalco your son's response is cracking me up. My boss keeps trying to pressure me to use Twitter and even asked (forced?) myself and my coworkers to set up Twitter accounts. I followed his directions on this as minimally as possible and continue to avoid reading Twitter.

Even if the Tesla founder

I take exception to this ^^^

The company was incorporated as Tesla Motors, Inc. on July 1, 2003, by Martin Eberhard and Marc Tarpenning. Eberhard and Tarpenning served as CEO and CFO, respectively....In February 2004, the company raised $7.5 million in series A funding, including $6.5 million from Elon Musk, who had received $100 million from the sale of his interest in PayPal two years earlier. Musk became the chairman of the board of directors and the largest shareholder of Tesla

https://en.wikipedia.org/wiki/Tesla,_Inc.

You should have read a bit further along in that Wiki piece, terezosa. In the same paragraph it says "A lawsuit settlement agreed to by Eberhard and Tesla in September 2009 allows all five – Eberhard, Tarpenning, Wright, Musk, and Straubel – to call themselves co-founders".

If within 8 months of the company being started with pocket change Musk became the largest shareholder and Chairman, providing the vast majority of a smallish Series A preferred round (Series A means the first real money coming in, and this wasns't much), then he indeed was there at the beginning.

There's an old saw in Silicon Valley that I may not remember precisely but for a startup concept to be successful, it needs the right people, the right product and the right timing for a market opportunity, the right execution, and enough money to get it all together at the right time. And luck. Having only 3 of the 4 actual items makes achieving success an iffy proposition and even with 4 of the 4, nothing is guaranteed. If Musk as Chaiman provided money, guidance for execution, and help with getting the right people and guidance for the product, he had a large role.

Twitter is suing Elon Musk to force him to complete the sale.

I'm not interested enough in the matter to want to read the document Zalco linked to. It sounds like maybe Musk's threatened or in-process conduct is outside what the contract envisioned or allows. So they're suing enforce their rights. Perhaps a suit for what's called "specific performance", in which a plaintiff asks the court to order a defendant to comply with contractual duties they agreed to in a signed agreement.

There is an exit price. The law suit is about bargaining on that price. Wachtell is gonna have an epic year or two.

Ah, so it's the breakup fee. If you're referring to the NY law firm, for them as for others, big and complicated transactions and disputes pay handsomely.

As someone who knows next to nothing about corporate finance and the like, I really appreciate this thread, so thanks to all for the enlightening discussion.

Maybe I am the only person here who enjoys Twitter. I choose the categories to follow and are things I enjoy. I love the stock market, plants, animals, Photography, politics, NY Times, Washington Post and follow those areas. I have banned many who have intruded on my topics or are negative or hateful. I have banned so many that the people and categories are pleasant and uplifting.

I enjoy Twitter and hope it doesn't get taken by Musk.

Jane

Jane, I’m with you on Twitter.

Twitte has great content. But that is not Twitter's effect on our body politic. Twitter purposely pushes people into ideological corners, the algo rewards bad behavior and poisons discourse.

I mean where would I be without my daily dose of Fr. Balecer's Vaticats ?

https://twitter.com/padresj/status/1546958968542662658