[adt2bt]

Extraordinary claims require extraordinary evidence. GP made a decent effort to try to find this clause, couldn't, and you're effectively claiming they're full of it because it's gotta be in there.

A more hacker-newsy way to approach this would be to either find the clause yourself (and earn your upvotes the hard way), or perhaps admit your baseless speculation was, indeed, baseless.

[jdmichal]

It's rather silly to assume the clause would be written that narrowly. I replied above with what would likely be a relevant clause, which covers any and all information supplied by Twitter.

[rdtsc]

> Extraordinary claims require extraordinary evidence.

Of course. But what's so extraordinary that a contract would have a clause about misrepresentation or providing false information in a purchase deal like this.

> A more hacker-newsy way to approach this would be to either find the clause yourself (and earn your upvotes the hard way).

Thanks, been here for 10+ years I am ok not harvesting upvotes. Maybe some other time. But ok, it's Friday, let's do a bit more search than just Ctrl+F "bot".

Twitter's 10-Q https://www.sec.gov/ix?doc=/Archives/edgar/data/1418091/0001...

> We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter

(From page 5)

EX-2.1 AGREEMENT AND PLAN OF MERGER https://www.sec.gov/Archives/edgar/data/0001418091/000119312...

> [...] none of the Company SEC Documents at the time it was filed [...] contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading.

(Section 4.6.a)

> The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company [...]

(Section 4.6.b)

> None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in the proxy statement relating to the matters to be submitted to the Company’s stockholders [...] [shall] contain any untrue statement of material fact or omit to state any material fact required to be stated therein ...

(Section 4.7)

> GP made a decent effort to try to find this clause

If Ctrl+F "bot" counts for a "decent effort", I don't know, I guess...

[redredrobot]

You can't just quote a part of a contract and specifically cut out the legal caveats that exists to avoid the risk of being considered material misrepresentation. The correct quote is:

> We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter.

> In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated

[rdtsc]

It may hinge on them saying they "applied significant judgment" vs due diligence showing they knew they had much higher numbers. There is a difference to "we did our best to calculate it but we could have made a mistake" vs "we calculated, got a high number but purposefully put in a low number".

[redredrobot]

Elon didn't do any non-public due diligence of Twitter

[rdtsc]

Exactly. I think he may be reconsidering that, though it's probably too late. The whole thing is very baffling.

[redredrobot]

I actually think it's probably pretty simple underneath the facade - Musk offered to buy Twitter for a lot of money. The market tanked and Musk doesn't want to pay that price any more. He thinks he can strong-arm Twitter and either not go through with the purchase or force them to accept a lower price. The law does not support this, but Musk has a history of being unbothered by the law and there are examples (not Musk) where this tactic has worked to reduce the purchase price by hundreds of millions of dollars.

Everything else is just window dressing.

[hooande]

You're just wrong. This is what happens when you try to play lawyer on the internet.

You can crtl-f for "Specific Performance" and "Material Adverse Effect" in this thread for explanations of exactly how and why you're wrong

[rdtsc]

> You can crtl-f for "Specific Performance" and "Material Adverse Effect" in this thread for explanations of exactly how and why you're wrong

I assume you meant ctrl-f? So I did and still don't see it. Mind explaining a bit?

> You're just wrong. This is what happens when you try to play lawyer on the internet.

Worse things have happened, surely. Not trying to find any supporting statements, then there are replies of "You didn't even try". Then providing some support and it's "how dare you, you're not even a lawyer".