shortly before this post
Beetlejuice:
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I’m thinking this is a good time to take a flyer on some twitter shares. Seems like “no merger” is already priced in and this court has a decent chance to make a strong ruling in TWTRs favor. I could easily see them being forced to close with Muck being given some small concession.
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In addition to the body of law and expertise, Delaware offers some benefits for things like director privacy and immunity from personal suit, and probably some tax benefits, and everything kinda worked together to create a positive feedback loop. It’s not my area of expertise, but it should be possible to find some law review and history articles will all the relevant details.
NV and WY are two of the preferred tax havens, and Del. likely has some real benefits. The US has had a race to the bottom re corporate registration, with some states behaving like shitty foreign countries, which 60 Minutes did a piece on about a year ago.
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Gonna be a lot of shocked pikachus when Musk ends up settling for a pittance that is way less than a billion.
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- under 25 million
- over 25 million
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how is he going to get out of this for less than a billion? he can’t even make the case that the conditions that would let him off the hook for the breakup fee have been met, twitter has zero incentive to negotiate it down.
yeah this can’t be overstated, every journalist who parrots this should fucking resign, just absolutely the laziest shit ever, it’s like when they just mindlessly repeat whatever cops tell them as if it’s a direct, infallible proclamation from god
Yeah I think he’s either paying massively more than the breakup fee or actually being forced to close. This isn’t one of the calvinball areas of the legal system.
Delaware Court of Chancery? Is that real? lol
should have read more replies and I could have saved my pony a trip
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The “fuck you, no” defense. Or more specifically, the “drag it out for a decade through all manner of appellate courts and legal maneuvers defense.” Maybe I’m wrong. We’ll see.
It’s all Calvinball.
Always has been.
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I don’t think “no merger” is fully priced in (edit: I mean it’s priced as something that might happen rather than as something that’s guaranteed to happen). It’s still trading above its pre-Elon price, and since then it had a bad earnings report and the Nasdaq is down 8%.
That said, based on what the lawbros in here are saying, if I had to take a position on Monday I’d go long.
Maybe I’m wrong but business shit isn’t like lol executive privilege nonsense, you lose, you appeal, you lose again, you’re done.
Put a different way, the rules governing multi-billion dollar transactions among the richest people on earth are enforced differently than inherently political stuff not directly involving money.
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Let’s engage in some discovery first. Here’s 10,000 boxes. Oh wait, I don’t like what’s in your boxes, I challenge. Oh, I lost? Ok I appeal. Oh, I lost again? Ok I appeal again. Now I’m going to file some motions. They are a lot of pages. I lost those motions? Time to appeal! Rinse and repeat. Both sides have unlimited money for unlimited lawyer services. (Actually Musk has more).
Right but my impression is in these time sensitive merger cases the court doesn’t indulge that bullshit.
Usually intensive spinning of wheels in discovery occurs when there is some dispute about the facts and circumstances. When the facts are crystal clear, it’s actually kind of hard to draw out the legal process via discovery. You don’t actually get to ask the other side for literally anything you want to ask for in discovery, I guess their best shot at this would be to demand production of all internal Twitter correspondence including the words “Elon” or “Musk” because, hey, they might be pertinent to the case so we need XYZ law firm to read each and every one of them. That would naturally be fought with claims by Twitter that it’s too burdensome to product, etc., and that could draw out for a while.
They probably have to actually accept all requests from Musk’s side for normal discovery stuff like production of documents, response to interrogatories, etc., but if they piss off a good judge with a bunch of bad faith requests then those can all get shut down pretty quickly. But if they get a deplorable judge who likes the cut of Elon’s jib, who knows.
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The break fee is if the deal doesn’t close for reasons other than “I decided I don’t feel like closing anymore.”
I am on Team Nothing Matters and believe Musk can make this difficult and unpleasant enough that it makes sense for Twitter to settle. But does that then leave Twitter vulnerable to lawsuits from other shareholders for not holding out for the agreed upon sale price or the breakup fee?
I would definitely like to see the richest man in the world forced to do something he doesn’t want to do by the lol law, but I am not holding my breath.