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Comment by paxys | Hacker News Reader

This was obvious from the moment he brought up the fake accounts problem.

The stock market (especially tech) tanked, other investors started having cold feet, and he realized his purchase was a mistake.

It is bizarre though that Twitter leadership/board continued to engage with him on the matter – even handing him internal data to analyze – expecting a good faith resolution. Nothing Musk has done in the last few months has been in good faith. You either lawyer up and force him to stick to the agreement, or take the loss and move on. Appeasement isn't going to work.

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It’s because they want him to pay the agreed price. It is an extremely good deal for the shareholders now, so they are behaving perfectly rationally. And they can possibly force him to.

Yes but it was clear (to all outside observers, not the board apparently) that Musk never intended to pay the agreed price. He was just collecting enough material from them to justify his breach, and fake users was a smokescreen. Their response to any questions/statements about fake users should have been the equivalent of "you signed the agreement, now stick to it" not "let's work together and resolve your issues".

So? What does twitter care whether he intended to do it? He agreed to! And they can still force him to do it. So even if he drags out the litigation, they still have a strong position to negotiate a settlement for somewhere between 1 and 40 billion. Free money for his stupidity.

That’s not how i remember the last HN discussion on this

I’m not terribly familiar with the specifics of the deal but IIRC there’s a penalty clause that’s dependent on who, ultimately, backs out of the deal. It seems like Musk is angling to get Twitter to pull out and Twitter is doing everything they can to engage with Musk’s requests in “good faith” so he can’t claim Twitter has constructively backed out— a bit of M&A malicious compliance/a game of chicken, I believe.

They said “let’s work together “ precisely to be able to sue and increase their chances of win for acting in good faith.

are you saying it is 100% impossible that there really is way more than 5% of daily active users being bots? unless you have some information here, it seems like a fairly big claim to make? if elon musk thinks 20% is bots, that is a very different thing than <=5%, would you not agree?

Everyone talking about this claim drops the important word. Less than 5% of _monetizable_ daily active users are bots. A non-monetizable user can exist and many do: people with ad blockers, people using third party Twitter clients, and people using APIs to interact with Twitter. Bot accounts are very likely to not be counted as monetizable daily active uers.

wouldnt a bot user by definition not be monetizable? I dont think this is what it is about at all, it makes no sense? They public a count of daily active users, this includes bots. The amount of those daily active users is very important

In fact they have a fiduciary responsibility to pursue this.

People keep saying this... But twitter board accepts the very first offer from Musk.

Who does that in a business negotiation?

Someone who's being offered $10 for a $5 bill.

You would try to get $12 at least before accepting $10.

From what I've read, they're obligated to accept that sort of offer for their shareholders.

They're not obligated to; boards can pretty much do whatever they want.

However, Twitter's board doesn't use Twitter and doesn't actually seem to care about it at all, so they're not exactly going to claim to shareholders they can run it better than an offer that much above its current value.

> Twitter's board doesn't use Twitter

[citation needed]

Aren't they obligated to negotiate for a higher price? At least, they should try.

Who the heck doesn't negotiate?

How is no negotiation the best strategy?

Hmm this might be hard for you to believe but I've never negotiated in my life. I always accept asked price. Didn't realize this is not the norm. This is not in business context though.

You are not running a $30b company.

At work, I was involved in a deal with a large company. The numbers are back and forth like 10 times with adds-on and discounts. It's just standard stuff.

>But twitter board accepts the very first offer from Musk.

Is this true?

From here it seems to have gone up for $43 billion to $44 billion somehow after the initial offer:

https://en.wikipedia.org/wiki/Proposed_acquisition_of_Twitte...

I'm not sure if that is because of a modified offer, or the offer was based on some benchmark that had dropped (he already had a large portion of Twitter's shares).

Also between April 14th when he initially made an initial offer and April 25th when they accepted one, the bottom had started falling out. Facebook, in the same sector had dropped by around 10%, so by the time they accepted it was much more attractive.

Musk seems to have timed the offer and the initial separate share purchase all horribly wrong.

Bad faith has been Musk’s MO since the beginning. He even deliberately crashed Martin Eberhard’s roadster (allegedly, Tesla claims it was an accident.) https://jalopnik.com/tesla-co-founder-eberhard-sues-elon-mus...

Most forget that Elon did not found or invent Tesla

Most realize it doesn't matter who founded it. Elon is the reason it is successful.

Reasonable people can disagree with this thesis.

What is the counter argument?

I'm not arguing it one way or the other, but the obvious counter is "Tesla's success was orthogonal to, or in spite of, Musk."

You'd have to provide some pretty compelling reasoning to support that Tesla is successful in spite of Musk; i.e. that without him, its market cap today would be higher than 780 billion dollars.

Even discounting all other data, Tesla avoided bankruptcy in 2008 only because Musk tricked a key investor into believing that he could personally finance their investment round if the other investors didn't sign.

You'd have a hard time tracking down a single eligible CEO who could play that role in 2008, let alone get them in a position to actually be with Tesla at the time. And this is only a single example of a pivotal moment during Tesla's history that hinges on Musk.

Without Musk then, no Tesla today.

Presumably, if Twitter goes out of their way to demonstrate good faith towards Musk, it will benefit any potential legal cases in the future.

They gave the data because if they didn’t that’s a valid reason for Musk to walk out of the deal. The bots are not.

They wanted to cash out of a declining position as much as he wanted to renege on the deal... he was overpaying at that point, why wouldn't they want to sell?

>Nothing Musk has done in the last few months has been in good faith.

Isn't this itself arguing in bad faith? It's fundamentally speculative to make claims about his intentions.

Musk has lied repeatedly in public, so it's difficult to assume good faith from him.

No; Musk has demonstrated with his actions that he is a liar and his word means little. You could look at his “taking Tesla private at $420; funding secured” tweet, or his late SEC filing for his large ownership stake in Twitter where he claimed to be a passive investor days before making this offer, or any number of prior examples. If you assume good faith from Musk at this point, you are a fool.

That's not what "bad faith" means. If GP didn't care if their statement were true but just said it to make Musk look bad, then it would be in bad faith.

Musk has been very publicly coy about his intentions for several months, so it's hard not to have an opinion at this point. Just because that opinion may be wrong doesn't mean it's offered in bad faith.

The internal data grant could be so Elon has no defense when Twitter is ultimately gonna sue him next. It's coming

Have you read the termination letter? The letter was sent by Elon's lawyers working with Twitter's lawyers according to the merger terms they had all agreed to. Why shouldn't they have expected a "good faith resolution"? A termination can still be made in M&A under good faith.

Where did you get the "working with Twitter's lawyers" part? This letter is sent to Twitter's lawyers informing them that Musk is terminating the agreement.

They helped craft the agreement, according to Musk, twitter is violating the agreement which is grounds for termination as per the agreement.

I'm not going to pretend to know who's right or how this will play out legally, but Twitter's lawyers did participate in the creation of the agreement and therefore the current state of affairs.

I think you're getting downvoted because it's apparent that musk's naked assertions are untrustworthy, given his track record of being untrustworthy and making untrustworthy statements, so it isn't even worth considering the possibility the claims are true unless he actually brings some evidence to the table

I don't care about votes. This isn't reddit. I just have discussions on this site and that's all I care about.

But on the topic, I think I'm getting down voted as an emotional reaction. I clearly said I don't want to pretend to know if he's legally right or not, a position which if most of us are being honest we should all be taking. But people aren't taking that position and they're reacting emotionally to words they don't want to hear. All I've said in the above comment was that Twitters lawyers did indeed contribute to the current state of affairs when they participated in the creation of the agreement in question. This is true by definition.

sorry, I didn't mean to refocus the discussion to voting itself, the focus should be on the fact that elon is extremely untrustworthy and thus his bare assertions are worthless and not worth considering absent any evidence

I mean, yeah, twitter's lawyers were definitely involved in drafting up the contract between twitter and elon, but that doesn't really have any bearing on elon regretting signing that contract which mandates his closing the deal -- sucks to be him

Maybe there are some downvotes because this branch of the discussion was about whether Musk and Twitter’s lawyers worked together on the termination letter and you seem to have shifted to whether they worked together on the agreement?

Maybe.

Or maybe you’re wrong. Maybe.

About what?

I should also add, it's a common rhetological fallacy to advocate for withholding judgement when the evidence weighs against you

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