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are you into primary sources like us? want links? 
here's what's on main in twitter v. musk:
1. twitter complaint
chancery.ink/twittervmuskco
2. merger agr. (exh. 1)
chancery.ink/twittermerger
3. project x commitment ltr (exh. 2)
chancery.ink/projectxcommit
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by DALL-E 2 @OpenAI
here's what's on main in twitter v. musk:
1. twitter complaint
chancery.ink/twittervmuskco
2. merger agr. (exh. 1)
chancery.ink/twittermerger
3. project x commitment ltr (exh. 2)
chancery.ink/projectxcommit
1/2
by DALL-E 2 @OpenAIShow this thread
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Bill Slavitt from Wachtell calls this a "refusal to close" case and argues that, while the trial schedule is ambitious, it's appropriate and fairly standard fare for Delaware Court of Chancery in such cases.
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's lead lawyer is reviewing the background, as laid out in the Complaint and its motion briefing.
"In retrospect, it's clear that Musk was never going to take yes for an answer."
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"Musk couldn't even bring himself to claim that an MAE had occurred."
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Twitter: Musk is doing the exact opposite of "best efforts" – he's doing his best to try to get out of the contract, he's doing his [worst]. It's egregious, willful, breaching conduct.
The daily harm it causes the company justifies an expedited schedule.
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Twitter:
A consent right in the hands of a committed enemy becomes a weapon. That is how Musk is using it.
That counsels further in favor of the earliest possible trial date.
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Twitter:
60-75 day window is commonplace in this kind of merger situation.
Citing Vice Chancellor Laster:
"It's not good for anyone to be tied up in limbo ... I think it's incumbent upon the Court to get the parties [to some kind of certainty, as soon as possible.]
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Twitter:
citing various analyses of the Court's prior decisions (as cited in its briefing on this motion)
"Orders of expedition are routine in this circumstances."
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Twitter:
Our proposed schedule is right in the middle of the precedents (showing a chart, compared to previous cases like Hexion and IBC.
There's a lot to do in 62 days, we acknowledge that, but the precedents show that it is doable.
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Twitter:
The bot issue is not at issue before this Court.
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Twitter:
"The issue in this case is not – and it can't be – how many false accounts there may be on Twitter."
"The agreement doesn't even mention spam or bots or false accounts. It could have, but it doesn't."
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Twitter:
"Nothing in the merger agreement is contingent in any way at all on bots, false accounts or anything [of the like]. It isn't what the merger agreement is about, so it isn't what this case will be about."
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Twitter:
"Twitter never made any representation about [5% of accounts being bots on Twitter]. The representation that Musk asserts is made up from whole cloth."
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Twitter:
"The disclosures actually say: there are false or spam accounts on the platform, and there is a process for identifying them, and that process says that there are ~5% of spam accounts, and that process may be flawed, and that figure may be flawed."
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Twitter:
Musk can't prove that the actual claim made by Twitter re: bots is false or misleading, due to its clear caveats and nuance. Twitter never made the claim that Musk says they did, and the disclosure they did make is accurate.
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Twitter:
Defendant's schedule bakes in a relaxing four months for 52 depositions. 🏖️
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Twitter:
Even if discovery is as taxing as defendants' claim, experienced counsel can get it done.
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Twitter:
Defendants' schedule says that Musk should be allowed to continue to breach the contract.
He promised to close this deal two days after the final condition is met, which is likely to be in September.
But Musk has made clear he has no intention to keep his promise.
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Twitter:
The termination date in this merger agreement extends if a party seeks specific performance, but the purpose of that clause is to avoid Musk walking on the day before the closing date, it's designed to protect Twitter. It can't be reasonably deployed to harm Twitter.
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Twitter:
Delaware Court of Chancery precedent says that parties shouldn't be kept in contractual limbo any longer than is necessary to litigate the issue.
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Twitter:
Mr. Musk is wrong to say that 2023 allows sufficient time. Ds' schedule doesn't allow for any time for the Court to prepare a post-trial opinion, or consider a potential deal. The schedule is so late, it causes one to wonder whether it's designed to run out the clock.
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Twitter:
Musk leaves Twitter skeptical that he will suddenly begin to comply promptly. We candidly suspect that Musk wants to keep Twitter under massive pressure to wear Twitter down, run out the clock or increase his leverage.
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Twitter:
Musk is banking on the fact that justice delayed is frequently justice denied.
There's no equity under that outcome.
Access to prompt justice in this Court is imperative.
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Twitter concludes its prepared remarks.
Musk's lawyers begin.
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Musk:
It's interesting that Twitter so buried the lede on this argument. 25 mins into his arguments, he mentioned that Musk is right, about the most critical thing: the drop-dead date.
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Musk:
This Court almost universally tethers expediting case scheduling with the drop-dead date. That date automatically extends to accommodate this trial.
(Twitter said this provision was intended to protect it, and can't be wielded to harm it.)
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Musk:
Twitter anticipated timing that could extend all the way to February 2023, which is only the true drop-dead date. Ds are "far from running from an expedited schedule." We are seeking to try a case that would take 3-4 years in 6-7 months.
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Musk:
Your Honor, remember that [KCAKE/DecoPak] case? (Quinn was involved in that case, in front of KSJM, where she granted specific performance.) We did that case fast, and it was a whirlwind. This case is much more complicated than cakes.
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