Why Elon Musk can not withdraw from buying Twitter, according to Twitter

In a 62-page lawsuit filed on Tuesday, Twitter accused Elon Musk of violating an agreement to buy the social media company for $ 44 billion. Mr. Musk, the world’s richest man, has tried to withdraw from the acquisition, citing Twitter’s number of fake accounts and accusing the company of not giving him enough information about the case and of misrepresenting himself.

In its lawsuit, Twitter tried to demonstrate that they have the right to sue him for terminating the agreement and show that Mr. Musk’s claim against it had no reality. Instead, it was Mr. Musk who broke the agreement, the company said. Twitter was frugal, calling his escape strategy a “model of hypocrisy”[ads1]; and a “model of bad faith.” It supported its argument with a series of tweets from the billionaire.

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

Twitter says it gave Mr. Musk the necessary disclosure about spam accounts.

Contrary to Mr. Musk’s claims that Twitter shut down his efforts for information about spam accounts, the company said in the lawsuit that it had given him data. When Mr. Musk asked for the information, the company responded to some of his requests, such as handing over his so-called fire hose, or a huge stream of tweets.

But even as it did, Twitter said in its case, Mr. Musk’s demands for information gradually became irrational.

“From the beginning, the defendant’s information requests were designed to try to tank the agreement,” according to the lawsuit. “Musk’s increasingly bizarre requests do not reflect a genuine investigation into Twitter’s processes, but a lawsuit-driven campaign to try to create an overview of Twitter’s lack of cooperation.”

Twitter says it did not have a “significant negative effect.”

Mr. Musk has claimed that Twitter’s public revelations that around 5 percent of users are robots are significantly misleading, which will constitute a “significant negative effect” under the terms of the agreement. Mr. Musk’s contract with Twitter requires that its regulatory revelations since January be accurate.

But Twitter noted that their regulatory records had warned that the numbers were estimates. (Twitter’s CEO, Parag Agrawal, has outlined how the company detects and fights spam bots.) Twitter also said that the existence of robots was part of the reason Mr. Musk wanted to buy Twitter. had a “significant negative effect” because its regulatory disclosures, which estimate that about 5 percent of users are robots, are misleading. Twitter claims o

Twitter says it runs its business as usual and kept Mr. Musk up to date.

Mr. Musk has said that another reason he wanted to withdraw from the deal was that Twitter did not run the business as he expected while the acquisition was completed. Among other things, Mr. Musk said, Twitter slowed the hiring and did not let him know until he recently fired two executives, which he said violated the terms of the contract.

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

Twitter says that Musk broke the agreement by stopping the work of closing the agreement.

Under the terms of the agreement, Mr. Musk must use “reasonable best efforts” to terminate the agreement, including securing $ 44 billion in debt financing for the acquisition.

But Twitter said in the lawsuit that Mr. Musk appeared to have abandoned the attempt to complete the debt financing, in violation of the agreement. Furthermore, the company said, he disappeared when Twitter executives, including Ned Segal, the CFO, reached out to discuss the numbers of spam accounts that Mr. Musk had pretended to be concerned about.

Mr. Musk also appeared to be getting rid of executives working to help him end the deal, such as Bob Swan, a former CEO of Intel, according to the lawsuit. On June 23, Mr. Musk told Twitter that “he had asked Swan to leave the contract processing, since we are not on the same wavelength”, it is stated in the lawsuit.

Twitter says that Musk broke the terms of the agreement by degrading the company.

The contract also said Musk could not degrade Twitter or its employees in tweets. Still, he did it several times, claimed Twitter, and broke the agreement.

The lawsuit included screenshots of a number of Mr. Musk’s tweets, including one that said a lawyer from Twitter had informed him that he had violated a confidentiality agreement. In another, Mr. Musk used a poop emoji in response to a tweet from Mr. Agrawal. In addition, Twitter pointed to Mr. Musk’s comments, on Twitter and at conferences, which publicly doubted the truth of Twitter’s revelations of the spam accounts.