Since when is providing pertinent information to someone performing pre purchase due diligence calling their bluff?
> Musk waived due diligence when he agreed to buy Twitter at $54.20 per share in April.
> We estimate that the average of false or spam accounts during the fourth quarter of 2021 continued to represent fewer than 5% of our mDAU during the quarter. However, this estimate is based on an internal review of a sample of accounts and we apply significant judgment in making this determination. As such, our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have currently estimated.
Not a native English speaker so maybe I'm just not understanding it correctly. Since mDAU are a subset of DAU, probably a tiny subset of it, wouldn't that statement mean that way way less than 5% of DAU would be bots?
In a situation like this there is a very strong implication that you're talking about the intersection of the sets 'bots' and 'mDAU'. To talk about the raw number of bots vs. the raw number of mDAU would require very explicit wording to override that implication.
> Musk waived due diligence when he moved to buy the company, seemingly to hasten the acceptance of his bid.
> He wrote in a letter to Twitter Chairman Bret Taylor on April 24, "As we discussed, $54.20 has been and will remain my best and final offer, period. This is binary – my offer will either be accepted or I will exit my position."
> Twitter announced the company had accepted his offer the next day.
> But in the weeks that followed, Musk vocally criticized Twitter during media interviews and on Twitter, where he has tens of millions of followers.
Then pretty sure advertisers who are savvy about these things would've done something about it.
By waiving due diligence, Musk has put himself into situation where it is entirely his responsibility to establish the existence of material false information, and no one else's opportunity to help, short of required discovery should he file a lawsuit establishing a legally cognizable claim.
The weirder part is technically Twitter can sue to force the deal to close anyway.
Remember that he has already secured the funding, he has filed information about that with the SEC, and he has already signed the contract for paying Twitter's shareholders $44B in exchange for sole ownership of the company. Neither of the parties can pull out now: the deal is done. Only extraordinary circumstances can undo it anymore.
It seems like the people who are supporting this move assume Elon has some secret plan we're not privy too, but if so why would his actions be so erratic?
In a corporate acquisition, the contract is law. And if a party, with billions of dollars, chooses to waive a standard provision, then the choice to waive that provision is held against them when interpreting the parties' understandings of the terms and representations that were included in the contract.
In this case, Musk deliberately waived due diligence to get Twitter to accept his offer. This means, that all representations must be interpreted in the light in which they were not material to the contract and thus not grounds for withdrawing from his obligation to proceed with the purchase.
Because clearly everybody is having hard time understanding this ...
When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale.
So you accidentally gave a perfect counter example as to why you are wrong.
In some places, you can also sell a house as "condemned" and then you have no recourse what-so-ever.
Surprise, the basement isn't leaking. You just claimed it was.
This is the problem, you believe Elon is right without proof.
You have proven your own ignorance with your example!
The sellers are liable for some things, in some states, because there are laws that say they are liable for some things.
No such laws generally apply to corporate acquisition agreements.
And yes, nothing protects a company from not disclosing material information regardless of “due diligence”, including fraud. So give it up.
There are no requirements to disclose anything at all on a hostile take over, that’s why smart people don’t waive due diligence.
I'm not sure you understood my comment. The point of my comment was that with respect to housing sales, sellers have responsibilities with regards to things not covered by the sales contract because the law says they do. It's so not the point as to whether they are state or federal laws (but on that note, the "federal disclosure laws" specifically only apply to the use of lead-based paint in housing built before 1978, or in other words, to less than 25% of the US housing market).
There are no similar laws that govern corporate acquisitions. If an acquisition agreement does not explicitly (or by incorporation) require a disclosure about "X" , then the lack of disclosure about "X" has absolutely no impact on the resolution of the parties' respective contractual obligations.
Musk has zero way of proving Twitter is lying about its bot problems. In fact, their bot case is fairly ironclad because as others have mentioned, they've been reporting on it for years and it's been implicitly assumed to be true, incl. by Musk who mentioned it as part of the reason why he was buying Twitter.
In order to prove Twitter is lying, he would need to prove that the past few years of data is falsified, provide his own data and prove his data is more accurate than Twitter.
He has to prove that they are lying AND the real number is a material change to the contract worthy of dismissing the contract.
By publicly stating that he thinks the bot problem is worse than they are saying AND that he is buying the company in part to fix the bot problem AND by waiving due diligence, Musk will have difficulty establishing that whatever new "bot number" he finds is actually a material change to the situation.
You're moving the goal posts on my analogy which is ironic ...
Analyzing the raw feed isn't all that hard for someone with Musk's resources. A fat pipe and a ClickHouse cluster could boil this down pretty efficiently. At least the metadata.
Analyzing tweet content would involve more effort, obviously. But bot operators aren't all that bright and much of their activity will be obvious.
The real question is would any conclusions of such analysis be actionable? Could Musk produce an analysis credible enough in the time available to lead to renegotiation? That is highly dubious.