[rybosworld]

Just to play devils advocate:

Musk more or less got trapped into a deal with Twitter that was largely based upon numbers that were fabricated by executives.

From his perspective, the way to salvage this mess is layoffs. Some of the previous executives (Parag) have committed fraud imo, and should face consequences. They won't though.

Lot's of twitter employees will suffer. To varying degrees, many of them played a role in the house of cards that is twitter.

[EFreethought]

Musk did not get trapped into a deal. He thought he was being cute and it blew up in his face.

First he was on the board, then he wasn't. Then he thought it would be funny to agree to buy Twitter for a price that had "420" in it, then the markets declined and he sued to get out of a contract nobody forced him to sign.

Either something changed recently in Musk, he has been hiding the fact that he has had a few screws loose for years, or both.

I guess most people just get depressed when they hit middle age. When you are wealthy, you can knock up one of your employees and buy a company on a whim.

[sangnoir]

> the markets declined and he sued to get out of a contract nobody forced him to sign.

Small correction: he wrote an open "I declare" letter to Twitter 'canceling' the deal: Twitter got to Delaware court first (within days of his letter), and it took Musk's lawyers 2 weeks to file.

[abracadaniel]

Just another oddity to add: that employee he knocked up was apparently via IVF. So, very intentional.

[jef_leppard]

> Lot's of twitter employees will suffer

This is the only part of this I am speaking to because the rest is exactly what is happening. Musk messed up and now a whole lot of people are put in a terrible situation going right into the holiday season. It's unconscionable for one of the richest people in the world to behave this way.

[rybosworld]

I was alluding to the fact that the Twitter execs deserve a great deal of the blame. There are many guilty parties in this story. Elon is just one.

The Twitter executives have been up to shenanigans for quite some time it seems. That is imo, the actual main reason this deal has been so messy.

[iamdelirium]

Citations please. And don't cite Musk, he's not a neutral party to this. He's going to say anything that will make the old executives look bad.

Also, it was Musk who waive due diligence. This is ENTIRELY all on him.

EDIT: Since max depth was reach, there are _multiple_ comments about how he waived due diligence.

https://arstechnica.com/tech-policy/2022/06/in-letter-to-twi...

https://www.zdnet.com/article/musk-did-not-seek-due-diligenc...

The bot thing was an entire hail mary to stop the purchase. It doesn't matter if Twitter lied about the bots.

[rybosworld]

It's odd to ask for citations then provide none for your own claims.

Regardless, I was referring to twitter whistle blower that confirmed the number of spam accounts is fabricated: https://www.documentcloud.org/documents/22186683-twitter-whi...

There is a LOT of fishy stuff in these documents. The twitter executives have committed fraud but it seems like they'll be getting away with it.

[aw1621107]

Can you point out where in the report it is claimed that the number of spam accounts is outright fabricated? The closest I can find is that Mudge accuses Twitter leadership of not knowing and/or not being interested in the total number of spam bots, but that is a very different accusation than fabricating the number of spam bots.

In addition, the number of spam bots is more or less a red herring - the only representation regarding bots that Twitter made during the acquisition was the false/spam/etc. rate among its mDAU. There was no representation made as to the total number of bots on Twitter, nor the percentage of all Twitter accounts which are bots.

That Musk focused on a different number is more or less entirely on him, and is a significant reason his lawsuit never really went anywhere.

It's also important to note that data scientists Musk hired failed to find evidence that supported his "wildly higher" claim - one firm found an 11% "fake user number" at an 80% confidence interval, while the other found a 5.3% spam accounts as a percentage of mDAU at a 90% confidence interval. Hardly the kind of evidence one would want to have when accusing Twitter of lying, let alone fraud.

[rybosworld]

Page 8 there’s an entire section dedicated to discussing bot accounts.

“The company could not even provide an accurate upper bound on the total number of spam bots on the platform. The site integrity team gave three reasons for this failure: (1) they did not know how to measure; (2) they were buried under constant firefighting and could not keep up with reacting to bots and other platform abuse; and, most troubling, (3) senior management had no appetite to properly measure the prevalence of bot accounts—because as Mudge later learned from a different sensitive source, they were concerned that if accurate measurements ever became public, it would harm the image and valuation of the company.”

[jcranmer]

Actually, from what I recall of Mudge's claims, it basically validates Twitter's mDAU metric. Mudge's complaint boils down to he thinks the mDAU metric is the wrong thing to measure in large part because it focuses too much on measuring value for advertisers rather than the health of the platform.

[rybosworld]

Page 8 of the report contradicts what you are saying.

[whymauri]

>Some of the previous executives (Parag) have committed fraud imo,

In what way?

[bpodgursky]

Internal chats (some screenshots floating around) that show the publicly cited bot % was known to be flawed and they have no idea how many active users are on the platform.

[rybosworld]

Page 8 of whistleblower report covers the issue of spam accounts: https://www.documentcloud.org/documents/22186683-twitter-whi...

[heartbreak]

Trapped into a deal? Are you serious? No one held a gun to Elon Musk’s head and told him to buy Twitter. He did that on his own accord.

He should have just left them alone. If the executives were so incompetent, he’d have gotten a better deal by waiting for them to fail. Or shorting the stock like a normal investor.

[rybosworld]

Yes, trapped in a deal.

The deal was always contingent on the confirmation that bot accounts were accurate. This was a precondition from the beginning.

Twitter did in fact lie about the bot numbers and Musk somehow caught wind of it and tried to back out.

I know it’s popular to hate the guy but facts matter more than your disdain.

[lmm]

Facts such as: a) he voluntarily waived due dilligence b) he explicitly claimed he was buying twitter to fix the bot problem c) no-one has ever shown that twitter were lying about bot numbers, and the only way you can pretend they were is if you pretend they were claiming their mDAU number was their user account number.

[rybosworld]

> no-one has ever shown that twitter were lying about bot numbers, and the only way you can pretend they were is if you pretend they were claiming their mDAU number was their user account number

This is entirely false. Read the whistleblower report:

https://www.documentcloud.org/documents/22186683-twitter-whi...

“The company could not even provide an accurate upper bound on the total number of spam bots on the platform. The site integrity team gave three reasons for this failure: (1) they did not know how to measure; (2) they were buried under constant firefighting and could not keep up with reacting to bots and other platform abuse; and, most troubling, (3) senior management had no appetite to properly measure the prevalence of bot accounts—because as Mudge later learned from a different sensitive source, they were concerned that if accurate measurements ever became public, it would harm the image and valuation of the company.”

[lmm]

Even what you quoted, taken at face value, says that twitter never lied about bot numbers.

[aw1621107]

> Twitter did in fact lie about the bot numbers

Did it? At least based on what was shown in court, that seems hard to believe, especially given data scientists he hired failed to produce mDAU spam numbers significantly off from what Twitter had, let alone off to the point where fabrication becomes a likely explanation.

[rybosworld]

> Did it?

Yes.

Whistleblower report: https://www.documentcloud.org/documents/22186683-twitter-whi...

[RestlessMind]

> The deal was always contingent on the confirmation

Any citation for that? I thought Elon waived most of the contingencies.

> but facts matter

true, they do. And the fact here is that Elon backed out of the legal fight and purchased the company. Why do you think that happened?

[aw1621107]

> Any citation for that? I thought Elon waived most of the contingencies.

IIRC it's kind of true. Section 7(b)(i) of the merger agreement [0], which is part of the section describing the conditions under which the merger will take place, states:

> each of the representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained in Section 4.2(a) and Section 4.2(b)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date..., except for such failures to be true and correct as would not have a Company Material Adverse Effect

And Section 4.6 of the agreement describes Twitter's representations regarding its SEC documents and financial statements. Among other things, it states:

> As of their respective dates... 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.

At least by my reading (and the general sense I got from more knowledgeable commentators), this basically means that Twitter represents that its SEC filings contain no material inaccuracies, and that the merger shall take place unless those filings contain inaccuracies significant enough to cause a Company Material Adverse Effect.

So in one sense, the deal depends on Twitter's numbers being not too inaccurate - if Musk could prove that Twitter's numbers were wrong and that that inaccuracy was enough to cause a MAE, then he would be able to back out of the deal.

What is incorrect, though, is the implication that the deal could not go forward until Musk checked Twitter's numbers. The deal basically assumes Twitter's numbers are correct, with the default action being that the merger will happen. The onus was on Musk to prove Twitter's numbers incorrect to the point that it will cause a MAE; otherwise, he must go through with the deal. Proving a MAE is an incredibly high bar - from what I've seen from other commentators, a MAE has been found once in the entirety of Delaware's corporate legal history, and given how Musk's evidence was turning out during trial it seemed extremely unlikely he would have been able to successfully argue that claim.

[0]: https://www.sec.gov/Archives/edgar/data/1418091/000119312522...

[hagbarth]

If that's even remotely true, he could have continued the court case. Presumably he would have won. Facts matter in a court case, and I think Elon's legal team told him that the facts weren't on his side.

[rybosworld]

Because it’s exceptionally difficult, if not impossible, to obtain accurate bot account metrics without data that is exclusive to the company.

Factor in that Twitter did not have processes in place to accurately count the spam accounts themselves. The truth is that there is not currently an accurate count of Twitter’s fake users.

Page 8 of this whistleblower report goes into details: https://www.documentcloud.org/documents/22186683-twitter-whi...

[jcranmer]

> Because it’s exceptionally difficult, if not impossible, to obtain accurate bot account metrics without data that is exclusive to the company.

Which is why the court ordered discovery that forced Twitter to give him that data.

[vkou]

The only thing that deal was contingent on was his financing, and the contingency that would trigger if he failed to come up with it was him owing Twitter a billion dollars.

[raydev]

> Musk more or less got trapped into a deal with Twitter that was largely based upon numbers that were fabricated by executives

What numbers were fabricated?

[rybosworld]

The fake account numbers.

Page 8 of whistleblower report: https://www.documentcloud.org/documents/22186683-twitter-whi...

[raydev]

I read through it, can you please quote the part where Mudge says Twitter lied about their mDAU count, or lied about their count of bots on the platform?

Mudge says Parag is lying about not being incentivized to remove spam, and then tries to do a sleight of hand thing by saying Musk is right because Musk is confused by what he sees in his own replies on the site vs what Twitter is actually reporting in their SEC filings. Those are two separate numbers, and Twitter only reported one.