So I don’t quite know what’s in Elon Musk’s counterclaims against Twitter (they’re still sealed), but I got an idea today, when Twitter dropped their response. It’s spicy! Instead of letting Musk take the complaints to him first, Twitter went ahead and released a detailed response, the better to nail Elon down the road.
I love this:
Counterclaims are a story made up for litigation that is contradicted by the evidence and common sense.
Typically, legal documents have arcane, passive-aggressive digs at the other party in them. Twitter’s lawyers, however, responded to Musk’s counterclaims. Maybe it’s because they know how many people will read these documents; maybe it’s just because they’re interpersonally bad.
We’ve picked our favorite passages from the paperwork and displayed them here for anyone who might be interested.
So, you may recall that Musk’s alleged reason for bailing out Twitter was because of Twitter’s “false and misleading statements.” Those statements relate to spam accounts and bots, and were part of what Musk’s lawyers asserted during the hearing that set an October trial date.
Twitter briefly walks the court through its process, its paperwork, and its disclosure statements in previous SEC filings. Musk does not identify any false or misleading statements of fact in this disclosure. So where did the strange numbers on him come from? Well, they don’t know, because:
Musk does not measure the same as Twitter or use the same data as Twitter.
Twitter goes on to suggest that Musk is deliberately distorting these numbers to “make waves.” And then he’s like, “Who’s the bot now, hot stuff?”
Musk’s “preliminary expert estimates” are nothing more than the result of running the wrong data through a generic web tool. … To confirm the unreliability of Musk’s conclusion, he relies on an Internet application called “Botometer,” which applies different standards than Twitter’s, and which, earlier this year, designated Musk himself as very it’s probably a bot.
I can’t explain how funny I find this. Musk’s elegant, secret and “proprietary” analysis of Twitter data was a website called Botometer.
This is, for my money, the funniest part of the doc. Here are some things that Twitter is willing to admit are true:
Twitter admits that Musk is a Twitter user and has founded several companies.
Twitter admits that its business is complex.
Twitter admits that Musk is a Twitter user and has more than 100 million followers
Twitter admits that it detects and removes spam from its platform
But “otherwise, Twitter lacks sufficient knowledge or information to form a belief” as to whether Musk believes in free speech and open debate, appreciates Twitter as a town hall, or whether Twitter was a natural choice to invest in. . Twitter later admits that “Musk tweets frequently.” He does it once with those words and again like this:
Twitter admits that Musk actively uses Twitter and that many people believe open discourse is essential to a functioning democracy.
Does Twitter believe that open discourse is essential to the functioning of a democracy? I don’t know, but you can’t form beliefs about whether, for Musk, “eliminating free speech is a cure worse than the disease.”
Twitter admits that it did not provide the information in the April 28, 2022 press release to the Musk parties before the merger agreement was signed and before the parties had a non-disclosure agreement.
Sorry, this might be the funniest bit of “Twitter admits,” which is: yeah, we didn’t give you the press release until you signed the NDA. Now, this is in response to Musk’s complaints that he didn’t get a notice when Twitter announced that he miscounted his daily active users for several years. But it seems pretty sensible to me not to say anything to people with strong Twitter habits and poor impulse control until they’ve signed non-disclosure agreements.
Or maybe it’s this. Musk’s attorneys wrote that because Musk thought due diligence was “expensive and inefficient,” he did not do it.
Twitter claims that the Musk Parties refused to perform any due diligence before signing the Merger Agreement.
Man, I mean, sometimes it just hurts when your opponent agrees with you, huh?
Twitter admits that on July 8, 2022, Defendants sought to terminate the Merger Agreement, that Twitter subsequently filed litigation seeking specific performance of the Merger Agreement, and that Defendants filed counterclaims.
Oh yes, well, Twitter admits that this case exists.
Okay, remember the do-it-or-don’t-you dance when Musk joins the board? Twitter does it!
Musk abruptly changed his mind about joining Twitter’s board (after first negotiating an offer to join the board, accepting it in writing, and tweeting that he was “waiting” to take the job), he notified Mr. Agrawal of the same thing. , and also notified Mr. Agrawal of its intention to make an offer to buy Twitter.
Because Musk failed to identify any false or misleading statements Twitter made, Twitter has become upset over his withdrawal from the acquisition:
Musk just made up this new pretext to avoid the merger deal, as these alleged inaccuracies are nowhere mentioned in his July 8 letter to Twitter explaining the basis for his alleged termination of the merger deal, nor anywhere else. communication with Twitter since the signing of the merger. agreement. In any event, Twitter never made the disclosures it now claims are false.
In Musk’s claim, his lawyers write that “Twitter’s core business is operating a microblogging social media network where users share 280-character messages called ‘tweets’.” Twitter hilariously denies this.
[Twitter’s] The main product, Twitter, is a global platform for self-expression and conversation in real time, including in the form of Tweets. Twitter also states that Tweets have a maximum length of 280 characters.
I wonder what “social network” and “microblogging” mean to Twitter lawyers.
I don’t think this one needs more context, honestly. I’m surprised I don’t see an actual emoji in the slideshow:
On May 16, 2022, Musk publicly responded to that Tweet Thread with a poop emoji.