[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.