So I don’t quite know what’s in Elon Musk’s counter-arguments against Twitter – they’re still under seal – but I got a hint today, when Twitter dropped its response. It’s spicy! Rather than letting Musk reveal his grievances first, Twitter went ahead and released a blow for blow response – the best way to crush Elon along the way.
I adore this:
The Counterclaims is a tale made for litigation that is contradicted by evidence and common sense
Legal documents usually contain arcane digging, passive-aggressive to the other party. Twitter’s attorneys, however, have been fluctuating in their response to Musk’s counter-arguments. Maybe it’s because they know how many people will read these documents; maybe it’s just because they’re interpersonally bad.
We have selected our favorite passages in the paperwork and are showing them here for anyone who might be interested.
So you may recall that Musk’s alleged reason for saving on Twitter was because of Twitter’s “false and misleading claims”. Those statements have to do with spam and bot accounts and were part of what Musk’s attorneys accomplished during the hearing that set an October trial date.
Twitter briefly guides the court through its trial, its filings, and its disclosure statements in previous SEC filings. “Musk does not identify any false or misleading statements of fact in this disclosure,” notes Twitter. So where do his weird numbers come from? Well, they don’t know, because:
Musk doesn’t measure the same thing as Twitter, nor does he use the same data as Twitter.
Twitter goes on to suggest that Musk is deliberately twisting these numbers to “cause a stir”. And then he says, “Who’s the robot now, hot stuff?”
Musk’s “Preliminary Expert Estimates” are nothing more than the result of running wrong data through a generic web tool. … Confirming the unreliability of Musk’s conclusion, he relies on an Internet application called “Botometer”, which applies different standards than Twitter and which earlier this year designated Musk himself as highly likely to be. a bot.
Can’t explain how funny I find it? Musk’s imaginative, covert, and “proprietary” analysis of Twitter’s data was a website called Botometer.
This is, for my money, the funniest part of the document. Here are some things Twitter is willing to admit are true:
Twitter admits that Musk is a Twitter user and has founded several companies.
Twitter admits its business is complex.
Twitter admits that Musk is a Twitter user and has over 100 million followers
Twitter admits to detecting and removing spam from its platform
But “Twitter otherwise doesn’t have enough knowledge or information to form a belief” that Musk believes in free speech and open debate, whether he values Twitter as a city hall or whether Twitter was a natural option for him to invest in. Later, Twitter admits that “Musk tweets frequently”. He does it once with those words and once like this:
Twitter admits that Musk actively uses Twitter and that many people believe open speech is essential for a functioning democracy.
Does Twitter believe open discourse is essential for a functioning democracy? I don’t know, but they can’t create beliefs that, for Musk, “eliminating free speech is a worse cure than disease.”
Twitter admits that it did not provide the information in the April 28, 2022 press release to the Musk parties prior to the signing of the merger agreement and before the parties had a nondisclosure agreement.
Sorry, this may be the funniest of “Twitter admits”, which is: yes, we didn’t release the press release to him until he signed the NDA. Now, this is in response to Musk complaining that he didn’t get an alert when Twitter announced that it miscounted its he daily active users for. many years. But it seems quite sensible to me not to say anything to people with strong Twitter habits and poor impulse control until they have signed the NDA.
Or maybe that’s it. Musk’s attorneys wrote that because Musk thought due diligence was “expensive and inefficient,” so he didn’t.
Twitter says the Musk parties have refused to undertake any due diligence before signing the merger agreement.
Dude, I mean, sometimes it only stings when your opponent agrees with you, huh?
Twitter admits that on July 8, 2022, the defendants demanded to terminate the merger agreement, that Twitter subsequently initiated litigation to achieve specific fulfillment of the merger agreement, and that the defendants filed counterclaims.
Oh yeah, well, Twitter admits this case exists.
Okay, so you remember the dance-will-or-not-do about Musk joining the council? Twitter does it!
Musk abruptly changed his mind about joining the Twitter board (after first negotiating an offer to join the board, accepting it in writing, and tweeting that he was looking forward to taking the position), informed Mr. Agrawal of the himself and also informed Mr. Agrawal of his intention to make an offer to purchase Twitter.
Since Musk did not identify any false or misleading statements made by Twitter, Twitter became dismissive regarding his withdrawal from the acquisition:
Musk just came up with this new pretext to avoid the merger deal, as these alleged inaccuracies are nowhere mentioned in his July 8 letter to Twitter explaining the grounds for his alleged termination of the merger deal. nor in any other communication with Twitter from the signing of the merger agreement. In any case, Twitter never made the revelations it now claims to be false.
In Musk’s statement, his lawyers write that “Twitter’s core business is running a microblogging social media network where users share 280-character messages called ‘tweets’.” Twitter denies this, hilariously.
[Twitter’s] core product, Twitter, is a global platform for real-time personal expression and conversation, including in the form of tweets. Twitter also states that Tweets have a maximum length of 280 characters.
I wonder what “social networking” and “microblogging” mean for Twitter lawyers?
I don’t think this needs more context, honestly. I’m just surprised I don’t see a real emoji in the file:
On May 16, 2022, Mr. Musk publicly responded to that Tweet Thread with a poop emoji.