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Elon Musk says Twitter is in material breach

https://finance.yahoo.com/news/musk-says-twitter-in-material...
honey-headed soul-stirring business firm gay wizard
  06/06/22
Nigger
Bistre shitlib
  06/06/22
Either musk gets Twitter or it gets destroyed. Win-win.
Slate Goal In Life
  06/06/22
...
lsd
  06/06/22
He will be obligated to buy it at full-price, nothing will h...
Mahogany Hilarious Ticket Booth
  06/06/22
I don't really care what happens to his money and if he's fo...
Slate Goal In Life
  06/06/22
180
frum famous landscape painting parlour
  06/06/22
masterfully played to root out twitter's 50% bots
Brass appetizing azn
  06/06/22
He can't prove it. He's going to be obligated to buy the com...
Mahogany Hilarious Ticket Booth
  06/06/22
We got an insider here folks
Slate Goal In Life
  06/06/22
prove what? he is entitled to see the underlying data for h...
Brass appetizing azn
  06/06/22
yeah not a huge Elon stan but I don't see how this is debata...
Greedy spectacular principal's office
  06/06/22
This is way more interesting than that. Are you a lawyer?
Bistre shitlib
  06/06/22
It's Paulie, lol
lsd
  06/06/22
Oh God lol
Doobsian background story crotch
  06/06/22
My first thought as well
Laughsome aggressive set
  06/06/22
we work hard, put 5% on table, what he do? he demand to see ...
ocher bearded newt pervert
  06/06/22
He questioned the percentage of 'bots' publicly beforehand a...
Mahogany Hilarious Ticket Booth
  06/06/22
Lol what
Laughsome aggressive set
  06/06/22
His entire Twitter Feed is evidence he believed Twitter's va...
Mahogany Hilarious Ticket Booth
  06/06/22
It seems like he made the offer with the specific intent to ...
Razzle house
  06/06/22
You sound a bit clueless man. There’s a lot more in th...
Laughsome aggressive set
  06/06/22
Just vague statements the Skadden attorney referenced. lol
Mahogany Hilarious Ticket Booth
  06/06/22
Reading comp issues?
Laughsome aggressive set
  06/06/22
I know "hE wAiVeD dUe dIlIgEnCe" has been repeated...
flesh bearded cuck
  06/06/22
yeah but it’s still funny to see redditors (why ARE th...
ocher bearded newt pervert
  06/06/22
...
Laughsome aggressive set
  06/06/22
It's sad what's happened to xo that there are people here wh...
Laughsome aggressive set
  06/06/22
PP please respond
Laughsome aggressive set
  06/07/22
one weird trick to close 100% of the time: just lie like a m...
ocher bearded newt pervert
  06/06/22
Why are you conceding that he ever relied on Twitter's publi...
Razzle house
  06/06/22
...
Aromatic national
  06/06/22
...
Brass appetizing azn
  06/06/22
...
Multi-colored Awkward Liquid Oxygen Stead
  06/06/22
...
Laughsome aggressive set
  06/06/22
...
Slate Goal In Life
  06/06/22
...
razzmatazz associate filthpig
  06/06/22
...
Laughsome aggressive set
  06/06/22
...
Opaque parlor
  06/06/22
...
lsd
  06/06/22
...
abnormal sanctuary legal warrant
  06/06/22
Lol
Laughsome aggressive set
  06/06/22
How’s the break fee work, in your mind?
bateful clear forum
  06/06/22
...
Mahogany Hilarious Ticket Booth
  11/21/22
...
Mahogany Hilarious Ticket Booth
  12/15/22
See previous thread here: http://www.autoadmit.com/thread.ph...
razzmatazz associate filthpig
  06/06/22
great write up. lol twitter just lol.
beta brunch pisswyrm
  06/07/22
thanl.
razzmatazz associate filthpig
  06/07/22
Some securities litigators about to have their summer ruined...
bateful clear forum
  06/06/22
Gonna be a Del. Chancery action plus a grip of securities cl...
razzmatazz associate filthpig
  06/06/22
https://www.gibsondunn.com/delaware-court-of-chancery-addres...
scarlet thriller hunting ground
  06/06/22
...
ocher bearded newt pervert
  06/06/22
The question is interesting since warranty law has features ...
razzmatazz associate filthpig
  06/07/22
Elon "reasonably believed" or "acted on the b...
Razzle house
  06/07/22
I'm not sure how to parse what you're asking. The sandbag...
razzmatazz associate filthpig
  06/07/22
ty though I was thinking along the lines of detrimental reli...
Razzle house
  06/08/22
Detrimental reliance is a way of substituting for considerat...
razzmatazz associate filthpig
  06/08/22
Re-reading this since you linked it, I think it's worth poin...
razzmatazz associate filthpig
  06/08/22
Sure Elon whatever you say
outnumbered crimson abode gunner
  06/06/22
SKADDEN LETTER LAYING THE GROUNDWORK: https://www.sec.gov...
honey-headed soul-stirring business firm gay wizard
  06/06/22
how do these guys work at skadden, they’re gonna be pr...
ocher bearded newt pervert
  06/06/22
imma out myself as a shitlawyer, but isn't this the due dili...
beta brunch pisswyrm
  06/07/22
no not an m&amo by trade but “due diligence&rdquo...
ocher bearded newt pervert
  06/08/22
that distinction makes sense. thank.
beta brunch pisswyrm
  06/08/22
check out the brain on this guy: https://www.skadden.com/...
metal insanely creepy nowag
  06/06/22
holy shit
Brass appetizing azn
  06/06/22
gorgeous dome
Opaque parlor
  06/06/22
gulc gulc gulc
Titillating vengeful philosopher-king
  06/06/22
Fuck. Game over for Twitterbois.
Histrionic station
  06/06/22
Fuck. Game over for Twitterbois. Dat Urlacher Phenotype
Histrionic station
  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
beta brunch pisswyrm
  06/07/22
https://files.catbox.moe/tcz951.jpg
elite menage
  06/06/22
Funny part is he was at Wilson Sonsini until a few years ago...
scarlet thriller hunting ground
  06/06/22
http://www.writeups.org/wp-content/uploads/Hammerhead-Spider...
razzmatazz associate filthpig
  06/07/22
looking at the list, he worked on one of the deals that made...
Shimmering cerebral jap step-uncle's house
  06/07/22
He was the inspiration for Coneheads.
Obsidian charismatic mood turdskin
  06/07/22
180. I'm not a lawyer and I don't really understand the lega...
curious cowardly gas station
  06/07/22
This isn't my practice area but that letter looks weak as fu...
Razzle house
  06/06/22
agreed its very disappointing
Brass appetizing azn
  06/06/22
Lol Alpha skadden bro pushing around Wilson sonsini tech dor...
180 Windowlicker Really Tough Guy
  06/07/22
He’s regretting his initial bid which he realizes was ...
walnut codepig fat ankles
  06/06/22
LMAO @ Musk trying desperately to back out of his autistic i...
flatulent big-titted office goyim
  06/06/22
I said this before and they flamed me: "No, here is...
Mahogany Hilarious Ticket Booth
  06/06/22
Other shit was happening besides Babylon Bee. Maybe that was...
Razzle house
  06/06/22
Lol if you think ambien is the hardest thing he's on
outnumbered crimson abode gunner
  06/06/22
Cr
ponyboy curtis
  06/06/22
I'm as anti-censorship, anti-Twitter as it gets and I though...
Razzle house
  06/06/22
there is at least one lawyer that does actually specialize i...
honey-headed soul-stirring business firm gay wizard
  06/07/22
Simmer down, Marc.
razzmatazz associate filthpig
  06/07/22
I don't know if you're joking, but if there were any lawyers...
Razzle house
  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 ...
Razzle house
  06/06/22
Lol wtf man, are you even a lawyer?
Laughsome aggressive set
  06/06/22
I know zero about this area of law. I keep adding that discl...
Razzle house
  06/06/22
are you a lawyer at all though
Laughsome aggressive set
  06/07/22
No
Razzle house
  06/07/22
(Moron)
Angry Stimulating Sound Barrier Halford
  06/06/22
i will help you out, there is no dispute that the deal is no...
flesh bearded cuck
  06/07/22
Isn't it trading at a certain price in expectation that it w...
Razzle house
  06/07/22
"expectation that it will be purchased" is a synon...
flesh bearded cuck
  06/07/22
Have you ever taken 1L contracts? I vaguely recall cases whe...
Razzle house
  06/07/22
Flame
Laughsome aggressive set
  06/07/22
Disney thought about buying Twitter a few years ago and deci...
Boyish Headpube
  06/06/22
How can I get Twitter to hire me on full contingency? You p...
Buff tripping orchestra pit messiness
  06/06/22
https://mobile.twitter.com/TXAG/status/1533890772713582593?c...
Slate Goal In Life
  06/06/22
...
Dashing aquamarine persian
  06/07/22
...
Opaque parlor
  06/07/22
...
lsd
  06/07/22
...
ocher bearded newt pervert
  06/07/22
lol, didn't Tesla move its headquarters to Texas a couple ye...
honey-headed soul-stirring business firm gay wizard
  06/07/22
Now Trump will be able to tweet again?
Buff tripping orchestra pit messiness
  06/07/22
libs are suddenly against investigations!
coiffed degenerate tattoo
  06/07/22
To be fair, Good game, Elon fanbois! Take your fucking me...
Lime area
  06/08/22
...
Laughsome aggressive set
  06/06/22
feels like Elon Musk went full retard about a year ago. May...
flatulent big-titted office goyim
  12/15/22


Poast new message in this thread



Reply

Date: June 6th, 2022 1:53 PM
Author: honey-headed soul-stirring business firm gay wizard

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: Bistre shitlib

Nigger

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



Reply

Date: June 6th, 2022 1:55 PM
Author: Slate Goal In Life

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: Mahogany Hilarious Ticket Booth

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: Slate Goal In Life

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: frum famous landscape painting parlour

180

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



Reply

Date: June 6th, 2022 1:57 PM
Author: Brass appetizing azn

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: Mahogany Hilarious Ticket Booth

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: Slate Goal In Life

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: Brass appetizing azn

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: Greedy spectacular principal's office

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: Bistre shitlib

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: Doobsian background story crotch

Oh God lol

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



Reply

Date: June 6th, 2022 2:13 PM
Author: Laughsome aggressive set

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: ocher bearded newt pervert

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: Mahogany Hilarious Ticket Booth

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: Laughsome aggressive set

Lol what

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



Reply

Date: June 6th, 2022 2:32 PM
Author: Mahogany Hilarious Ticket Booth

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: Razzle house

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: Laughsome aggressive set

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: Mahogany Hilarious Ticket Booth

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: Laughsome aggressive set

Reading comp issues?

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



Reply

Date: June 6th, 2022 10:14 PM
Author: flesh bearded cuck

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: ocher bearded newt pervert

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: Laughsome aggressive set



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



Reply

Date: June 6th, 2022 10:39 PM
Author: Laughsome aggressive set

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: Laughsome aggressive set

PP please respond

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



Reply

Date: June 6th, 2022 2:57 PM
Author: ocher bearded newt pervert

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: Razzle house

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: Aromatic national



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



Reply

Date: June 6th, 2022 2:10 PM
Author: Brass appetizing azn



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



Reply

Date: June 6th, 2022 2:11 PM
Author: Multi-colored Awkward Liquid Oxygen Stead



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



Reply

Date: June 6th, 2022 2:31 PM
Author: Laughsome aggressive set



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



Reply

Date: June 6th, 2022 2:11 PM
Author: Slate Goal In Life



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



Reply

Date: June 6th, 2022 2:13 PM
Author: razzmatazz associate filthpig



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



Reply

Date: June 6th, 2022 2:29 PM
Author: Laughsome aggressive set



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



Reply

Date: June 6th, 2022 2:55 PM
Author: Opaque parlor



(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: abnormal sanctuary legal warrant



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



Reply

Date: June 6th, 2022 2:22 PM
Author: Laughsome aggressive set

Lol

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



Reply

Date: June 6th, 2022 2:24 PM
Author: bateful clear forum

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: Mahogany Hilarious Ticket Booth



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



Reply

Date: December 15th, 2022 11:59 AM
Author: Mahogany Hilarious Ticket Booth



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



Reply

Date: June 6th, 2022 2:12 PM
Author: razzmatazz associate filthpig

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: beta brunch pisswyrm

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: razzmatazz associate filthpig

thanl.

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



Reply

Date: June 6th, 2022 2:24 PM
Author: bateful clear forum

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: razzmatazz associate filthpig

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: scarlet thriller hunting ground

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: ocher bearded newt pervert



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



Reply

Date: June 7th, 2022 9:33 AM
Author: razzmatazz associate filthpig

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: Razzle house

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: razzmatazz associate filthpig

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: Razzle house

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: razzmatazz associate filthpig

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: razzmatazz associate filthpig

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: outnumbered crimson abode gunner

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: honey-headed soul-stirring business firm gay wizard

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: ocher bearded newt pervert

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: beta brunch pisswyrm

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: ocher bearded newt pervert

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: beta brunch pisswyrm

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: metal insanely creepy nowag

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: Brass appetizing azn

holy shit

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



Reply

Date: June 6th, 2022 2:59 PM
Author: Opaque parlor

gorgeous dome

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



Reply

Date: June 6th, 2022 3:11 PM
Author: Titillating vengeful philosopher-king

gulc gulc gulc

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



Reply

Date: June 6th, 2022 4:41 PM
Author: Histrionic station

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: Histrionic station

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: beta brunch pisswyrm

lmaooooooooooooo

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



Reply

Date: June 6th, 2022 9:33 PM
Author: elite menage

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: scarlet thriller hunting ground

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: razzmatazz associate filthpig

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: Shimmering cerebral jap step-uncle's house

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: Obsidian charismatic mood turdskin

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: curious cowardly gas station

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: Razzle house

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: Brass appetizing azn

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: 180 Windowlicker Really Tough Guy

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: walnut codepig fat ankles

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: flatulent big-titted office goyim

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: Mahogany Hilarious Ticket Booth

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: Razzle house

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: outnumbered crimson abode gunner

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: Razzle house

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: honey-headed soul-stirring business firm gay wizard

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: razzmatazz associate filthpig

Simmer down, Marc.

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



Reply

Date: June 7th, 2022 12:32 PM
Author: Razzle house

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: Razzle house

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: Laughsome aggressive set

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: Razzle house

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: Laughsome aggressive set

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: Razzle house

No

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



Reply

Date: June 6th, 2022 5:49 PM
Author: Angry Stimulating Sound Barrier Halford

(Moron)

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



Reply

Date: June 7th, 2022 9:37 AM
Author: flesh bearded cuck

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: Razzle house

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: flesh bearded cuck

"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: Razzle house

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: Laughsome aggressive set

Flame

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



Reply

Date: June 6th, 2022 5:35 PM
Author: Boyish Headpube

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: Buff tripping orchestra pit messiness

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: Slate Goal In Life

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: Dashing aquamarine persian



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



Reply

Date: June 7th, 2022 8:17 AM
Author: Opaque parlor



(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: ocher bearded newt pervert



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



Reply

Date: June 7th, 2022 11:01 AM
Author: honey-headed soul-stirring business firm gay wizard

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: Buff tripping orchestra pit messiness

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: coiffed degenerate tattoo

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: Lime area

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: Laughsome aggressive set



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



Reply

Date: December 15th, 2022 12:00 PM
Author: flatulent big-titted office goyim

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)