Yeah the rational outcome at this point is Elon pays something more than the break fee to go away. The problem for twitter’s board, I think, is they have to at least pretend they want specific performance to avoid getting sued by their shareholders.
Thread
https://twitter.com/rmfifthcircuit/status/1545594508468961284?s=21&t=0u3OGUfk300VFI0u-YTgbg
https://twitter.com/rmfifthcircuit/status/1545595817934946304?s=21&t=0u3OGUfk300VFI0u-YTgbg
He agreed to this!
Best outcome for Twitter is that Musk has to pay damages equal to the valuation difference. No idea if that’s more or less likely than specific performance.
Is mollusk also going to get a class action suit from Twitter shareholders?
It’s been a while since the bar exam, but I think the buyer has to agree to SP as a remedy if they want the ability to compel the seller to sell, because of mutuality of obligation and weird Olde England law vs equity shit.
Examples?
I assume “specific performance” means the court orders Musk to buy twitter. How do they enforce that exactly?
Usually things like antitrust or financing. The financing is committed, but what if the bank goes busto?
There was a very large merger in my industry that was cancelled because of anti competition concerns. One party had to pay the other $1B as compensation.
I get the antitrust. I’m a bit surprised antitrust doesn’t get you out for free. But if financing goes busto, then that’s on you for choosing a shitty bank and you need to get new financing.
I’m not sure on the details of how Musk was financing this thing, but if he is worried about being on the hook for more, can he just say, “Sorry bros, I’d love to buy, but my financing fell through. Here’s the $1 billion. Bye.”
Government antitrust or debt financing falling through.
one strategy musk could take is to try to sabotage his financing deal but I think being the richest man on earth who could technically sell enough tsla shares to buy the whole thing in cash it wouldn’t work.
All the banks signed commitment letters that don’t really have any applicable outs. How a Delaware court can force Morgan Stanley and friends to loan Elon Musk billions of dollars he doesn’t want to borrow, I don’t fully understand.
Also he already said the alleged problem is the bots.
The federal government has an army of in-house lawyers and “fuck you, no” has been working quite well against them when used by billionaires for quite a while.
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props?
How about, if Musk pays out more than 1 billion or is forced to actually purchase twitter at the agreed upon price, or settles for 1 billion or more, or settles in such a way that he actually purchases twitter for the agreed upon price, I will change my avatar to the avatar of your choosing for 1 year.
Edit: In event that settlement is creative enough so as to be unclear, @riverman can decide if I have lost this bet. If I win, you just have to post “lol law.”
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booked I guess
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The government lawyers are nowhere near as good or as determined as the biglaw team will be here. These people get paid a lot of money to make sure the law does what the rich people need it to do. That absolutely includes defending them from Elon Musk’s insanely illegal bullshit.