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

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In a 62-page lawsuit filed Tuesday, Twitter accused Elon Musk of violating an agreement to buy the social media company for $44 billion.

Musk, the richest man in the world, tried to back out of the acquisition, citing the number of fake Twitter accounts and accusing the company of not giving him enough information on the matter and of presenting itself in a misleading manner.

In the lawsuit, Twitter seeks to demonstrate that it has the right to sue Musk to complete the deal and that his claims against the company are without merit. Instead, it was Musk who was violating the agreement, the company said.

Twitter was relentless, calling the businessman’s escape strategy a “model of hypocrisy” and a “model of bad faith”. The company reinforced its argument with several tweets from the billionaire.

Here are the main points Twitter used to try to show that it wasn’t breaking the deal and Musk was.

Twitter Says It Gave Musk The Necessary Information About Spam Accounts

Contrary to Musk’s claims that Twitter impeded his efforts to obtain information about spam accounts, the company said in its lawsuit that it provided him with the data.

When Musk asked for the information, the company complied with some of his requests, such as delivering its so-called “fire hose,” or vast stream of tweets.

Even so, Twitter said in the lawsuit, Musk’s demands for information have become progressively irrational.

“From the outset, the defendants’ requests for information were designed to attempt to thwart the settlement,” the lawsuit states.

“Musk’s increasingly extravagant requests do not reflect a genuine examination of Twitter’s lawsuits, but a litigious-toned campaign to try to create a record of non-cooperation on Twitter.”

Twitter says it had no “material adverse effect”

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 settlement. Musk’s contract with Twitter requires his regulatory disclosures since January to be accurate.

But Twitter noted that its regulatory filings warned that the numbers were estimates. (The company’s chief executive, Parag Agrawal, described how the company detects and fights spam bots.)

Twitter also said that the existence of bots was part of why Musk wanted to buy Twitter.

Twitter says it ran its business as it normally would and kept Musk up to date

Musk said another reason he wanted to back out of the deal is that Twitter didn’t run its business as he had hoped while the acquisition was closing.

Among other things, Musk said, Twitter slowed hiring and failed to warn him before recently firing two executives, which he said violated the terms of the contract.

But Twitter claimed in the lawsuit that the slowdown in hiring was in line with what Musk wanted, as he had told the company. It added that it had notified Musk’s lawyers of the decision to fire the two executives and that the lawyers “raised no objections.”

The lawsuit did not say when Musk’s lawyers were notified of those decisions.

Twitter says Musk violated the deal by halting efforts to close the deal

Under the terms of the deal, Musk must use his “best reasonable efforts” to close the deal, including securing $44 billion credit financing for the acquisition.

But Twitter said in its lawsuit that Musk appeared to abandon efforts to complete the debt financing, in breach of the agreement. Furthermore, according to the company, he disappeared when Twitter executives, including its chief financial officer, Ned Segal, approached him to discuss the numbers of spam accounts that Musk said he was concerned about.

Musk also appeared to get rid of executives who were working to help him close the deal, such as Bob Swan, a former Intel chief executive, as the lawsuit. On June 23, Musk told Twitter that “he asked Swan ‘to step out of the settlement proceedings as we are not on the same wavelength,'” the lawsuit said.

Twitter says Musk violated the terms of the deal by belittling the company

The agreement’s contract also said that Musk could not belittle Twitter or its employees in tweets. However, he did so several times, the company said, in breach of the agreement.

The lawsuit includes screenshots of several of Musk’s tweets, including one that said a Twitter lawyer informed him that he had violated a confidentiality agreement.

In another, Musk used a poop emoji in response to a tweet from Agrawal. In addition, Twitter pointed to Musk’s comments, on Twitter and at conferences, publicly doubting the veracity of Twitter’s disclosures about his spam accounts.

Translated by Luiz Roberto M. Gonçalves

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