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Comment by kcplate | Hacker News Reader

A lark is fleeting feeling. This was far from it. This wasnt an overnight whim…it was weeks in the making. If it was a lark, Musk would have backed down before anything was signed or made the offer terms completely unpalatable to Twitters board but instead he made them an offer they wanted to refuse, but couldn’t. Musk definitely wanted to buy it and was more than willing at that price.

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.

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A lark is not a fleeting feeling. It’s “a quest for amusement.” This is pretty much the only thing that explains all of the behavior. He was doing it for fun and no one stopped him in time. Partly because, as has been reported, so many in his inner circle thought he wasn’t serious about it.

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.

> go ahead and read some of their filings to see what a clown show it is

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.

You can be the best lawyer of all time but if the police have a 4k close up of your guy pulling the trigger from five different angles there may be no sequence of words you can write that are gonna get him out of jail, and it's also possible anything you do write will sound absurd. That's more or less the situation here with Musk, although in contract form, not criminal.

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.

Sure, but that doesn’t mean your lawyer doesn’t still try and make a case in your defense if you want one. That’s what lawyers do…

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.

Think about it, no one really got hurt here.

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.

But if that harm manifested itself in a lower value of Twitter it will be repaired, when Musk buys the company for the price they agreed on.

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.

TFW when you start justifying a billionaire's unethical (and possibly criminal!) behaviour by saying 'well, no one was *physically* hurt!'

Their point is that no one was financially hurt. Nobody in this thread mentioned anything about people getting physically hurt, unless I’m missing something.

You don’t think anyone was hurt by the absolutely enormous amount of stress he chose to create? Or the army of lawyers that Twitter shareholders had to pay for?

I think you meant to reply to my other comment[0], since that's where I did make that argument? But as to your questions:

> 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?

[0] https://news.ycombinator.com/item?id=33092570

Under this theory of damage, there’s no such thing as theft until you die because there’s always a chance you’ll get your belongings back on your deathbed. So no biggie, right?! Time value of money is a thing. Time under stress is also a real thing, and Musk seems to relish in putting other people in it.

> Under this theory of damage, there’s no such thing as theft until you die because there’s always a chance you’ll get your belongings back on your deathbed.

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.

There are a few other parties that could claim some sort of injury, although I don't know how much of a legal case any of them would have.

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.

> Some employees may have suffered undue emotional distress due to the excess uncertainty.

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.

Sorry it's hilarious that people would be emotionally distressed about their jobs potentially disappearing? Curious to know what year this new "fragility" kicked in, in your eyes.

>…distressed about jobs potentially disappearing

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.

Ah the ol’ “this isn’t bad because there are things that are worse” argument. I suspect you don’t actually believe that, given the absurdity of its final conclusions, so I’m going to conclude here. Have a good rest of your week!

I'll withhold judgment until my livelihood is under the thumb of a capricious billionaire who has expressed disdain for my work.

It’s a damn shame that you can’t just up and quit a job in America in 2022…oh wait, you can.

Never mind.

> Oh well, Musk has not lost any more than he was originally willing to risk

He risked his dignity and he lost it.

People with Musk's wealth can't lose dignity in any meaningful way, because social consequences don't apply to them. He's going to remain one of the richest, most powerful and influential people on the planet regardless of what he says or does.

You don’t purport to terminate a merger agreement (three times, no less!) if you are merely trying to re-cut the price.

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.

Your previous comment literally argues it is too early for anyone to make informed judgements about the motivation of the parties involved. And yet, here you are:

> 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?

>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.

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