In a 62-page lawsuit filed 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 pull out of the acquisition, citing the number of fake Twitter accounts and accusing the company of not giving him enough information on the matter and misrepresenting himself.
In his lawsuit, Twitter tried to show that Mr. Musk’s claims against him were unfounded. Instead, it was Mr Musk who violated the agreement, the company said. Twitter was ruthless, calling its escape strategy a “model of hypocrisy” and a “model of bad faith.” It backed up his argument with numerous tweets from the billionaire.
Here are the key points Twitter made to show that it didn’t violate the deal and that Mr. Musk did.
Twitter says it has given Mr. Musk the necessary disclosure about spam accounts.
Contrary to what Mr. Musk claimed that Twitter was blocking his attempts to block information about spam accounts, the company said in its lawsuit that it had provided him with data. When Mr. Musk asked for the information, the company honored some of his requests, such as handing over the so-called fire hose or a huge stream of tweets.
But even as it did, Twitter said in its lawsuit, Mr. Musk’s demands for information became increasingly irrational.
“From the outset, the defendants’ requests for information were intended to appease the deal,” the lawsuit said. Musk’s increasingly outlandish requests reflect not an actual investigation of Twitter’s processes, but a lawsuit-driven campaign to try and create a record of Twitter’s non-cooperation.
Twitter says it has had no “material adverse effect.”
Mr. Musk has argued that Twitter’s public disclosures that about 5 percent of its users are bots are materially misleading, which would constitute a “material adverse effect” under the terms of the deal. Mr. Musk’s contract with Twitter requires regulatory disclosures to be accurate since January.
But Twitter noted that its regulatory filings had warned the numbers were estimates. (Twitter’s chief executive, Parag Agrawal, has outlined how the company detects and fights spam bots.) Twitter also said the existence of bots was one of the reasons Mr. Musk wanted to buy Twitter.
Twitter says it has run its business as it normally would and kept Mr. Musk informed.
Mr Musk has said that another reason he wanted to get out of the deal was that Twitter was not conducting its business as it expected while the acquisition was finalizing. Musk said, among other things, that Twitter delayed the hiring and gave him no warning before recently firing two executives who he said violated the terms of the deal contract.
But Twitter said in its lawsuit that the delay in hiring was in line 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 let the two executives go and that the lawyers “had raised no objections”. The lawsuit did not say when Mr. Musk’s attorneys were notified of those decisions.
Twitter says Mr Musk has violated the agreement by halting attempts to close the deal.
Under the terms of the agreement, Mr. Musk must make “reasonable efforts” to close the deal, including securing debt financing for the $44 billion purchase.
But Twitter said in his lawsuit that Mr. Musk appeared to be abandoning attempts to complete his debt financing, in violation of the agreement. In addition, the company said, he disappeared when Twitter executives, including Ned Segal, its chief financial officer, reached out to discuss the spam account numbers Mr. Musk had been concerned about.
According to the lawsuit, Mr. Musk also appeared to be getting rid of executives who helped him close the deal, such as Bob Swan, a former CEO of Intel. On June 23, Mr. Musk told Twitter that “he had asked Swan to ‘leave the deal process because we are not on the same wavelength,'” the lawsuit said.
Twitter says Mr Musk violated the deal terms by discrediting the company.
The deal contract also stated that Mr Musk could not belittle Twitter or its employees in tweets. Yet he did so multiple times, Twitter claimed, and violated the agreement.
The lawsuit included screenshots of several of Mr Musk’s tweets, including one that said a Twitter attorney had informed him that he had violated a nondisclosure agreement. In another, Mr. Musk used a poo emoji in response to a tweet from Mr. Agrawal. In addition, Twitter pointed to Mr. Musk’s comments, on Twitter and at conferences, who publicly questioned the veracity of Twitter’s disclosures of its spam accounts.
