Twitter sued Tesla CEO Elon Musk on Tuesday, trying to force him to complete his $44 billion takeover of the social media company by accusing him of 91裸聊视频渙utlandish91裸聊视频� and 91裸聊视频渂ad faith91裸聊视频� actions that have caused the platform irreparable harm and 91裸聊视频渨reaked havoc91裸聊视频� on its stock price.
Back in April, Musk pledged to pay $54.20 a share for Twitter, which agreed to those terms after reversing its initial opposition to the deal. But the two sides have been since the billionaire said Friday that he was backing away from his agreement to buy the company.
Twitter91裸聊视频檚 lawsuit opens with a sharply-worded accusation: 91裸聊视频淢usk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests.91裸聊视频�
91裸聊视频淗aving mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he 91裸聊视频� unlike every other party subject to Delaware contract law 91裸聊视频� is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away,91裸聊视频� the suit stated.
Twitter in the Delaware Court of Chancery, which frequently handles business disputes among the many corporations, including Twitter, that are incorporated there.
As part of the April deal, Musk and Twitter had agreed to pay each other a $1 billion breakup fee if either was responsible for the deal falling through. The company could have pushed Musk to pay the hefty fee but is going farther than that, trying to force him to complete the full $44 billion purchase approved by the company91裸聊视频檚 board.
91裸聊视频淥h the irony lol,91裸聊视频� Musk tweeted after Twitter filed the lawsuit, without explanation.
The arguments and evidence laid out by Twitter are compelling and likely to get a receptive ear in the Delaware court, which doesn91裸聊视频檛 look kindly on sophisticated buyers with highly-paid legal advisers backing off of deals, said Brian Quinn, a law professor at Boston College.
91裸聊视频淭hey make a very strong argument that this is just buyer91裸聊视频檚 remorse,91裸聊视频� Quinn said. 91裸聊视频淵ou have to eat your mistakes in the Delaware Chancery Court. That91裸聊视频檚 going to work very favorably for Twitter.91裸聊视频�
Musk alleged Friday that Twitter has failed to provide enough information about the number of fake accounts on its service. Twitter said last month that it was making available to Musk a 91裸聊视频砯ire hose91裸聊视频� of raw data on hundreds of millions of daily tweets.
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The company has said for years in regulatory filings that it believes about 5% of the accounts on the platform are fake. Musk is also alleging that Twitter broke the acquisition agreement when it fired two top managers and laid off a third of its talent-acquisition team.
Twitter91裸聊视频檚 suit repeatedly emphasizes Musk91裸聊视频檚 contemplation of starting a Twitter competitor 91裸聊视频� an alternative option he sometimes aired publicly and sometimes privately to Twitter91裸聊视频檚 executives and board members. While the company has said it cooperated in providing the data he requested on fake 91裸聊视频渟pam bot91裸聊视频� accounts, the lawsuit suggests Twitter was concerned that disclosing too much 91裸聊视频渉ighly sensitive information91裸聊视频� could expose the company to competitive harm if shared.
The biggest surprise for Quinn was how much evidence Twitter has 91裸聊视频� for instance, communications with Musk about whether to retain or lay off employees, as well as the billionaire91裸聊视频檚 own public tweets 91裸聊视频� to reject his arguments for backing out.
91裸聊视频淭hey are marshaling many of Musk91裸聊视频檚 own tweets to hoist him on his own petard,91裸聊视频� he said.
In a joint press release announcing the acquisition deal, Musk pledged to 91裸聊视频渦nlock91裸聊视频� the social media company91裸聊视频檚 potential by loosening restrictions on speech and rooting out fake accounts. Among his most attention-grabbing promises was to let former President Donald Trump back onto the platform. Musk argued that Twitter91裸聊视频檚 ban of Trump following the Jan. 6, 2021 insurrection at the U.S. Capitol was 91裸聊视频渕orally bad91裸聊视频� and 91裸聊视频渇oolish in the extreme.91裸聊视频�
But his confidence didn91裸聊视频檛 last long. Tesla91裸聊视频檚 stock 91裸聊视频� Musk91裸聊视频檚 primary source of wealth 91裸聊视频� plummeted amid a broader stock market selloff in May, and Musk soon seemed less enthusiastic about owning Twitter.
91裸聊视频淔or Musk, the best case is he pays the $1 billion breakup fee but that appears very unlikely,91裸聊视频� said Wedbush Securities analyst Daniel Ives. 91裸聊视频淭he irony is that Twitter as a fiduciary is clearly looking to enforce a deal that Musk doesn91裸聊视频檛 want to get done. It91裸聊视频檚 like buying a house you don91裸聊视频檛 want.91裸聊视频�
Twitter91裸聊视频檚 suit calls Musk91裸聊视频檚 tactics 91裸聊视频渁 model of hypocrisy,91裸聊视频� noting that he had emphasized plans to take Twitter private in order to rid it of spam accounts. Once the market declined, Twitter said, 91裸聊视频淢usk shifted his narrative, suddenly demanding 91裸聊视频榲erification91裸聊视频� that spam was not a serious problem on Twitter91裸聊视频檚 platform, and claiming a burning need to conduct 91裸聊视频榙iligence91裸聊视频� he had expressly forsworn.91裸聊视频�
Similarly, the company charges that Musk operated in bad faith, accusing him of requesting company information in order to accuse Twitter of providing 91裸聊视频渕isrepresentations91裸聊视频� about its business to regulators and investors.
Musk 91裸聊视频渉as been acting against this deal since the market started turning, and has breached the merger agreement repeatedly in the process,91裸聊视频� the suit charged. 91裸聊视频淗e has purported to put the deal on 91裸聊视频榟old91裸聊视频� pending satisfaction of imaginary conditions, breached his financing efforts obligations in the process, violated his obligations to treat requests for consent reasonably and to provide information about financing status, violated his non-disparagement obligation, misused confidential information, and otherwise failed to employ required efforts to consummate the acquisition.91裸聊视频�
Matt O91裸聊视频檅rien, The Associated Press
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