I don't think at any point was he actually backing out of the deal, and I certainly don't think the whole thing was an elaborate scheme to sell Tesla stock.
Yeah, plenty of deals get re-traded between signing and closing and purchase prices get re-cut, but the extreme bad faith by Musk after he signed the merger agreement made it functionally impossible for twitter’s board to do anything except hold him to the deal he made.
This is like going into a Honda dealership, signing a bill of sale at 20% over MSRP for a Civic without looking at it, then arguing you should get a discount because the floor mats are ugly.
He fucked around, and he found out.
There's a reason everyone incorporates in Delaware. They don't have time for shenanigans.
You also don’t do that for a company you don’t truly intend to purchase, especially when being guided by lawyers that only you and perhaps a dozen other people in the world can afford to engage for representation.
Whatever all this drama was…it’s way too early to make any informed judgement about motivations of the parties involved.
IMO the fact that he made even one tweet ever about this whole debacle (prior to resolution) is evidence that he can’t trust his team (or his team is truly bad).
Your opinion relies on a couple things that are pretty unlikely. One, that someone as successful as Musk wouldn’t engage counsel that he completely trusts with 20% of his net worth. Two, that he went down this road without a real commitment to buy it, despite spending a ton of money in the effort to buy it.
The market turned, the valuation changed, and Musk tried a tactic to renegotiate his position. In the end, he is going to ultimately get what he really wanted, but the value of what he wanted will take a little more time to recover.
He entered into an entirely reckless contract because he was riding the high of his Big Joke. Not sure what’s hard to believe about an egomaniacal self-described troll getting himself into a tricky situation. Schoolchildren do it all the time.
Who knows what the deal is with his relationship with counsel but go ahead and read some of their filings to see what a clown show it is. Some of them seem to have been written by Musk himself and making claims that don’t even resemble legal arguments.
I have, but I am not a lawyer. Perhaps you are and can speak intelligently to their validity. What I will say is that there is a better than average chance that exceptionally good and well paid lawyers drew them up and a better than average chance that many of the armchair legal analysts commenting here and elsewhere are not good and well paid lawyers.
Wealthy business people I know are not adverse to risk, but they are methodical and are generally careful when large amounts of their own capital is at risk. This smells more to me like a calculated negotiation tactic to try grab a lower buy price that didn’t pay off for Musk more than anything else. In then end, he got what he originally wanted and at the price he was originally willing to pay.
I'm curious if there will be any attempt to recover damages from his legal representation. Maybe there was deficiency? Although I doubt any legal form is sufficiently capitalized or insured to make more than a tiny dent in the harm done to his fortune by this whole debacle. To be clear I assume he's been adequately represented but I mean he did make this offer so further buffoonery would not surprise.
Think about it, no one really got hurt here. Musk ultimately buys Twitter for the agreed price, no shareholder loses. Musk assumes the cost for Twitter’s lawyers for the lawsuit to preserve the deal by buying Twitter and Musk paid his lawyers to defend it. It was chump change to a billionaire to take a long shot bet to maybe make the deal a little sweeter and it didn’t work. Oh well, Musk has not lost any more than he was originally willing to risk.
That's not what twitter thinks and it's right in their original lawsuit:
155. Twitter has suffered and will continue to suffer irreparable harm as a result of defendants’ breaches.
If that harm is reflected in something else (the reputation of Twitter maybe?) that is damage Musk did to his own company.
So maybe whoever co-invested with Musk got hurt a bit, but they’ll still get whatever part of Twitter they wanted, for the price they agreed on.
> You don’t think anyone was hurt by the absolutely enormous amount of stress he chose to create?
Fair point, I imagine the last couple of months have not been great for many Twitter-employees.
> Or the army of lawyers that Twitter shareholders had to pay for?
As far as I know the shareholders don't directly pay for the lawyers, that money comes from some financial reserve Twitter has. In normal circumstances massive legal costs can reduce the value of a company, but in this case the shareholders will be able to sell each share for the same $54.20 as before the lawsuit. If the company becomes less valuable because of this, that's the problem of the next owner of the company. Since Musk will end up owning Twitter, he'll end up paying for the lawyers on both sides of this suit. Or am I missing something?
Only if you take really specific statements and turn them into a general theory. But this discussion isn't about theoretical thefts and deathbeds, it's one about the reality that Musk is buying Twitter[0]. There is no "army of lawyers that Twitter shareholders had to pay for", because the current shareholders won't have to pay anything. Twitter is paying for the lawyers and Musk will and up owning Twitter. That's not some moral judgement, it's a description of the facts. Nothing I've said so far is in defense of what Musk does.
To be clear: I behavior is justifiable. He created this mess by making really dumb decisions and then trying everything to get out of this situation by not caring about anything or anyone but himself. It has been a huge waste of time and money. But as it turns out, Musk will be the one owning a company he doesn't want, and as that owner he'll be the one paying for that wasted time and for the costs made by both parties of the lawsuit. It just seems that the person that's by far the most hurt by Musks actions is Musk himself.
[0]In this entire comment I'm assuming the deal actually goes through.
Some employees may have suffered undue emotional distress due to the excess uncertainty.
Anyone who sold TWTR while the price was depressed due to Musk's unjustified legal maneuvering certainly suffered economic injury.
Elon's creditors and co-investors may view his maneuvering as having damaged the asset, thus decreasing their expected returns.
To reiterate: I don't know if any of these people have a legal claim. And I acknowledge that Musk certainly injured himself the most. But the economic injuries suffered by these other parties are not trivial.
That is absolutely hilarious but also sad that people in 2022 are so fragile that they would try to claim such nonsense in all seriousness.
Never mind.
Anyone’s job can “potentially disappear” at any time and often without public notice and drama. I know former colleagues who showed up to work on a Monday morning at a company that had been operating profitably for decades to find the office shuttered and the company out of business just because the real estate it owned was more valuable to the owners than the company itself. No one at any level below the ownership group and CEO/CFO had any idea it was coming. Just wake up like another day and boom—a thousand people out of work.
If Twitter folk were worried to the point of health implications they have had six months to make a change. I know folks that would have given precious body parts for that kind of notice.
>what year this new “fragility” kicked in…
Apparently some year prior to 2022.
He risked his dignity and he lost it.
Even if this had been a negotiating ploy, Musk (through his extreme bad faith, including apparent destruction of evidence) put Twitter’s board in a box where they couldn’t possibly accept a lower price without exposing themselves to substantial personal legal exposure. He already agreed to buy the company at $44 billion, after all. There was no reason for them to return to the table, and many, many reasons for them not to.
> The market turned, the valuation changed, and Musk tried a tactic to renegotiate his position. In the end, he is going to ultimately get what he really wanted, but the value of what he wanted will take a little more time to recover.
Is this not someone making an informed judgement about Musk's motivations?
Not really, I’d call it more an uninformed opinion since I and pretty much everyone else on here was not privy to the inner working of Musk’s brain.
You can defend Musk all you want, but you simply cannot make the argument that he is a traditional, by-the-books, conservative business man. He's an impulsive, irrational, self-obsessed, risk-taking billionaire who flouts convention, tradition and consensus. His reckless instincts and his willingness to bend or break 'the rules' have worked incredibly well for him in the past. This time he fucked up big-time.
> ...especially when being guided by lawyers that only you and perhaps a dozen other people in the world can afford to engage for representation.
You think Musk is the kind of person who lets lawyers lead him around by the nose, that he is someone with a well-known and well-established reverence for the legal profession and the rule of law? This is absolutely not the case.
> Whatever all this drama was…it’s way too early to make any informed judgement about motivations of the parties involved.
This is hilarious because the first part of your comment is literally you presenting sharing your view Musk's motivation (eg. "He has every intention of buying Twitter because he signed a purchase agreement! People who sign purchase agreements don't not buy the companies they committed to purchasing!").
Anyway, it's definitely not too early to make an informed judgement about the Twitter conflagration. Musk did everything he could to drag this debacle into the spotlight rather than handling it more discretely. He tried to weaponize public opinion for his own aims, and he also (very publicly) made a series of misleading or patently false allegations about Twitter in order to get his way. It's too late to argue that we should approach this with a neutral perspective.
I’m literally indifferent to to the man and his musings and I think that gives me a bit of a different perspective then the binary Musk opinions here on HN. However, my opinions are as uninformed to Musk’s internal intentions as all of the armchair lawyering and MBA’ing that is going on here…I guess I am just willing to admit it.
What is a fact is at the end of the day he is buying a company that he wanted, at a price he was willing to pay, and will do with it what he wants, despite Twitter’s attempts initially to keep him from buying it and apparently half the worlds horror that he is actually going to get it.
I appreciate the perspective you take, I think it's refreshing.
I think a lot of this debate centers around exactly this premise - we don't know that. We don't know he wanted it, and we don't know it's a price he was willing to pay. He said that but his actions don't really align with his words.
He has a history of playing fast-and-loose with the truth, either sharing optimistic or totally unrealistic deadlines that had not a chance of being met. Crazy technical solutions like the hyperloop that had to be walked back almost completely for being nutty. And a history of publicly attacking people who cross him ("pedo guy"). While he's got a lot of achievements too, his communication style leads (speaking for myself at least) people not to put quite so much faith into what he says, - and to pay a lot more attention to what he does.
We're all just speculating.
Everything he has done since signing the deal has been about delaying so he could sell TSLA, and letting tweeps know their values don't align with his. Hence asking the court to release his texts, and going full Russia Today right before he makes this offer to complete.