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0 pointsboringg4y ago0 comments

I think that's why he's hunting for the less than 5 % spam accounts. If that isn't accurate I bet you it allows them out of the breakup fee.

Also probably difficult for Musk to go in at a lower price if the deal falls apart. Best and most likely only route forward for twitter ownership by Musk is probably board agreeing to a lower price but prices are sticky in peoples mind so might be tough times ahead.

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minsc_and_boo4y ago· 2 in thread

>If that isn't accurate I bet you it allows them out of the breakup fee.

Not really. There's nothing in the deal contingent on this and Twitter has no fiscal or regulatory responsibility to report which accounts are fully human or not human. Having APIs and allowing bots shows that Twitter is open about having bot accounts.

romellem4y ago

This is correct. [This article][1] ([archive link][2]) goes through some of the contract law stuff, and they speak to this:

* The merger agreement contains a provision that allows Musk to walk away if Twitter’s securities filings are wrong — and this 5% number is in its securities filings — but only if the inaccuracy would have a "Material Adverse Effect" (MAE) on the company.

An MAE is apparently a high standard and courts [almost never find an MAE][2]

[1]: https://www.bloomberg.com/opinion/articles/2022-05-13/elon-m...

[2]: https://archive.ph/NFWVp

[3]: https://www.jonesday.com/en/insights/2018/10/delaware-chance...

mikkergp4y ago

The article does also go on to say however that Musk will probably do whatever he wants without concern for the law, and without substantive repercussions. He can walk away from the deal just because he wants to, because he will be more aggressive in court than Twitter, and it wouldn't be advantageous of Twitter to go after him.

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