Twitter-Musk trial on $44B deal set to begin in October | Hacker News Reader

Twitter-Musk trial on $44B deal set to begin in October

cnbc.com

9 pointsswolpers7 comments

> Musk’s lawyer, Andrew Rossman of Quinn Emanuel, argued the expedited timeline was far too aggressive for his team to review the massive data trove at Twitter, which Musk wants to review to verify the percentage of spam accounts on the platform.

Isn't the onus on investigating if a company is fit for acquisition is the one wanting to acquire the company? Unless Twitter is knowingly lying about its numbers (and I don't see any evidence that it's intentionally lying about the bot numbers), does Musk even do a proper due diligence here?

I've already seen a similar case (outside of Delaware jurisdiction) that forced a VC company to either pay a breakup fee (IIRC 80% of the original price) or acquire the company, but I'm not sure of Delaware particulars.

Also in the article - But Savitt said that determining the percentage of spam accounts is not necessary in this case, since “nothing in the merger agreement turns on that question.”

Interesting.

The value of Twitter is in my opinion based on real eyeballs, ergo, spam accounts falsely inflate the value of the company.

that is 100% true, but musk already agreed to a price and signed a contract locking it in, so twitter being worth less is simply bad news for elon

Right. But, to which he would (he has) reply Twitter made false and misleading representations when the acquisition agreement on April 25th was signed. To which Twitter ripostes 'prove it', and Musk counter riposte 'give me the actual & all the data', to which Twitter responds 'we already gave you what you need, you do not need anything else', to which Musk responds ...

So the game is going to be around, who has to provide what, and were all the requirement for the agreement true.

I am guessing.

his claims that twitter made false and misleading representations are not relevant unless he can bring solid evidence of significant material fraud in their filings, which if you read them, he cannot, as the estimates provided are explicitly described as not necessarily true

elon read them, read that disclaimer, and decided "I'm OK with committing to this purchase with no further research"

In my layman opinion...

> Isn't the onus on investigating if a company is fit for acquisition is the one wanting to acquire the company?

Yes.

> Unless Twitter is knowingly lying about its numbers (and I don't see any evidence that it's intentionally lying about the bot numbers), does Musk even do a proper due diligence here?

And, this is where the monkey is buried. In previous Twitter fillings, they claimed in various forms humans, active users, or such when presenting monitizable eyeballs. They refer to them as monetizable daily active usage or users (mDAU)[0 Twitter 10-K 2022]. And, mDAUs are defined as:

> ... We define mDAU as people, organizations, or other accounts who logged in or were otherwise authenticated and accessed Twitter on any given day through twitter.com,...

According to the filling

> We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the fourth quarter of 2021 represented fewer than 5% of our mDAU during the quarter.

Musk is saying I want to do "investigating", but Twitter is not forthright about the underlying data.

[0] https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/947c0c3...

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