Why Elon Musk Can’t Give Up Buying Twitter, According to Twitter

In a 62-page lawsuit filed Tuesday, Twitter accused Elon Musk of breaching an agreement to buy the social media company for $44 billion. Mr Musk, the world’s richest man, tried to back down from the acquisition, citing the number of fake Twitter accounts and accusing the company of not giving him enough information about the issue and present themselves in a false light.

In its lawsuit, Twitter sought to show that it had the right to sue him to make the deal and show that Mr. Musk’s allegations against him had no merit. Instead, it was Mr. Musk who was in breach of the agreement, the company said. Twitter went to great lengths, calling its escape strategy “a model of hypocrisy” and a “model of bad faith”. He backed up his argument with numerous tweets from the billionaire.

Here are the main points Twitter made to try to show it was not in breach of the agreement and that Mr. Musk was.

Contrary to Mr. Musk’s claims that Twitter blocked his efforts to obtain information about spam accounts, the company said in its lawsuit that it provided him with data. When Mr. Musk asked for information, the company honored some of his requests, such as handing over his so-called fire hose or an extensive stream of tweets.

But even while doing so, Twitter said in its lawsuit, Mr. Musk’s requests for information became progressively irrational.

“From the outset, the defendants’ requests for information were designed to attempt to derail the case,” according to the lawsuit. “Musk’s increasingly outlandish demands reflect not a genuine review of Twitter’s processes, but a litigation-focused campaign to try to build a record of non-cooperation on Twitter’s part.”

Mr. Musk argued that Twitter’s public disclosures that about 5% of its users are bots are materially misleading, which would constitute a “material adverse effect” under the terms of the agreement. Mr. Musk’s contract with Twitter requires his regulatory disclosures since January to be accurate.

But Twitter noted that its regulatory filings warned the numbers were estimates. (Twitter chief executive Parag Agrawal explained how the company detects and combats spam bots.) Twitter also said the existence of bots was part of why Mr. Musk wanted to buy Twitter. had a “significant adverse effect” because its regulatory disclosures, which estimate that around 5% of its users are bots, are misleading. Twitter supports o

Mr Musk said another reason he wanted out of the deal was that Twitter was not operating as he expected during the acquisition closing. Among other things, Musk said, Twitter slowed his hiring and did not warn him before recently firing two executives, who he says breached contract terms.

But Twitter said in its lawsuit that its slowdown in hiring was consistent with what Mr. Musk told the company he wanted. The company added that it had informed Mr. Musk’s lawyers of its decision to fire the two executives and that the lawyers had “not raised any objections”. The suit did not say when Mr. Musk’s lawyers were notified of these decisions.

Under the terms of the deal, Mr. Musk must make “every reasonable effort” to complete the deal, including securing debt financing for the $44 billion purchase.

But Twitter said in its lawsuit that Mr Musk appeared to abandon efforts to complete its debt financing, breaching the agreement. Also, the company said, he disappeared when Twitter executives, including Ned Segal, its chief financial officer, got in touch to discuss spam account numbers that Mr Musk had said he was worried about.

Mr. Musk also appeared to be getting rid of executives who worked to help him secure the deal, such as Bob Swan, a former Intel chief executive, according to the lawsuit. On June 23, Mr. Musk said on Twitter that “he asked Swan ‘to back out of the transaction process because we’re not on the same page,'” the suit said.

The transaction agreement also stipulated that Mr. Musk could not disparage Twitter or its employees in tweets. Yet he did so repeatedly, Twitter argued, violating the agreement.

The lawsuit included screenshots of a number of Mr Musk’s tweets, including one stating that a Twitter attorney had informed him that he had breached a non-disclosure agreement. In another, Mr. Musk used a poo emoji in response to a tweet from Mr. Agrawal. Additionally, Twitter pointed to Mr. Musk’s comments, on Twitter and at conferences, that publicly doubted the veracity of Twitter’s disclosures of his spam accounts.

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