surprise – Techdirt (original) (raw)

Musk’s About Face: Tells Twitter He’s Now Planning To Move Forward With The Purchase

from the dafuq? dept

So this was unexpected (well, perhaps not that unexpected) but Elon Musk sent a letter to Twitter last night stating he now intends to move ahead with the original deal to buy Twitter, with no changes to the terms.

Gentlemen:

On behalf of X Holdings I, Inc., X Holdings II, Inc. and Elon R. Musk (the “Musk Parties”), we write to notify you that the Musk Parties intend to proceed to closing of the transaction contemplated by the April 25, 2022 Merger Agreement, on the terms and subject to the conditions set forth therein and pending receipt of the proceeds of the debt financing contemplated thereby, provided that the Delaware Chancery Court enter an immediate state of the action, Twitter v. Musk, et al…. (the “Action”) and adjourn the trial and all other proceedings related thereto pending such closing or further order of the Court.

The Musk Parties provide this notice without admission of liability and without waiver of or prejudice to any of their rights, including their right to assert the defenses and counterclaims pending in the Action, including in the event the Action is not stayed, Twitter fails or refuses to comply with its obligations under the April 25, 2022 Merger Agreement or if the transaction contemplated thereby otherwise fails to close.

Separately, Musk filed with the SEC about the letter he had sent.

What does this all mean? Well… there’s a shit ton of speculation, but not much is actually known.

This does make it significantly more likely that Musk will in fact own Twitter outright in the very near future. But it’s not a sure thing. Some are arguing that it’s just another stall tactic, which it could be — but if that’s true, Chancellor McCormick seems likely to rip Elon’s brain out of his skull and forcefeed it to him (metaphorically speaking).

I joked that he was paying 44billiontoavoidmoreofhisembarrassingtextmessagesfromcomingoutinthediscoveryprocess.Butafewpeoplesuggestedtheremightactuallybesomethingtothat:mainlyinthathewasgettingpressurefromhisfriendsandfinancierstomakethisgoawaysotheydon’tgetfurtherembarrassed.Thatcouldbe,buthonestly,ifthatwerethecase,I’dthinkhe’dhavebeenbetteroffofferingtosettlewithTwitterfor44 billion to avoid more of his embarrassing text messages from coming out in the discovery process. But a few people suggested there might actually be something to that: mainly in that he was getting pressure from his friends and financiers to make this go away so they don’t get further embarrassed. That could be, but honestly, if that were the case, I’d think he’d have been better off offering to settle with Twitter for 44billiontoavoidmoreofhisembarrassingtextmessagesfromcomingoutinthediscoveryprocess.Butafewpeoplesuggestedtheremightactuallybesomethingtothat:mainlyinthathewasgettingpressurefromhisfriendsandfinancierstomakethisgoawaysotheydon’tgetfurtherembarrassed.Thatcouldbe,buthonestly,ifthatwerethecase,I’dthinkhe’dhavebeenbetteroffofferingtosettlewithTwitterfor10 billion and getting out of the entire mess for cheaper.

Another, perhaps more realistic, issue is that in just a couple of days Musk was scheduled for a two day deposition by Twitter’s lawyers in the case. Given what we’ve seen in the case already, with Musk constantly trying to mislead the court and multiple bits of discovery being used to prove it, there was a good chance that the deposition was going to go very, very, very badly for Musk. It’s quite likely his own lawyers were well aware of that and may have finally gotten that across to him.

As the always excellent Chancery Daily notes, this is not over yet. Twitter can’t just assume that because Musk says now he’ll complete the deal he’ll actually complete the deal. He’s already proven quite clearly that you can’t take him at his word on a binding contract. So it seems likely that Twitter is rushing to put in place some fairly ironclad locks that are the legalistic equivalent of “if you fuck around again, you’re going to find out so bad you’ll to wish you’d never heard of Twitter.” And Twitter has the legal team to do that.

Here’s Twitter’s statement on the matter, which may be the most expensive tweet in history if you count the legal billing hours that presumably went into reviewing it before it went out:

https://twitter.com/TwitterIR/status/1577380758192197632

This is exactly what the company line should be. It’s the same line the company has been using since the beginning of this mess, and if it doesn’t want to get in trouble, it needs to keep the same message like that going forward.

But I can guarantee that an army of lawyers are scrambling in the background to figure out how all of this works and how to lock it all down.

My guess (and it’s purely a guess) is that this does lead to Elon owning Twitter. They will sign some sort of much-more-strict deal that leaves basically no room for Elon to wriggle out of it. He’ll have a month or two to collect up whatever money he was promised from others, and then… it’ll become Elon’s Twitter.

Just in time for the Supreme Court to tell him he’s now guilty of providing material assistance to ISIS. On that note, someone tell Elon and his fans that now might be a good time to start supporting Section 230.

Filed Under: deals, delaware chancery court, delaware court of chancery, elon musk, surprise
Companies: twitter

from the it-seems-they-really-get-it dept

Techdirt has run several stories recently about the rise of the Pirate Party in Europe, and how its ideas on copyright have been largely adopted by the Greens. That you might have predicted, since the policies of the Green and Pirate Party are closely aligned on many issues. What you might not expect is that 30 members of Germany’s CDU/CSU parties ? the major bloc in the ruling coalition – would set up what they term a “Fair Copyright Initiative”, calling for “a fair balance of interests of creators and users of works” (Web site in German):

> Three guidelines for fair copyright > > We are a group of members of the CDU/CSU. For us, the Internet is part of everyday life, whether as an economic foundation, a source of information, a means of communication, a tool for our policy work or a subject for research.

The three guidelines are: a simplification of copyright; a fair use principle that can respond flexibly to technological developments; and a recognition that throwing people off the Internet for copyright infringements is neither just nor effective:

> For more and more people, the Internet is taking over the the role that traditional media once held, and is becoming the dominant medium. > > It is not only a source of information, but also a workplace and social space. Thus for a large, ever-growing number of people it is an indispensable part of their lives. > > Nobody would suggest, for example, prohibiting a shoplifter from accessing newspapers or television. > > The idea of imposing a temporary block on Internet access in the case of copyright infringement is equally absurd. This massive encroachment on fundamental rights is obviously unconstitutional, taking into account the principle of proportionality. > > The existing legal system currently provides adequate civil and criminal sanctions for copyright infringement. > > Individual blocks are also not technically and practically feasible – for example for the following reasons: > > – The blocking of Internet access may constitute a disproportionate interference in professional and academic freedom. > > – With an increasing number of smart phones and tablet computers, it is a fact of life that many people have more than one Internet connection available. > > – ISPs do not have a suitable blocking system, which would in any case be easy to circumvent. > > – Fixed line Internet access points are typically used by more than one person, eg by a family or community.

It’s impressive not only that a group of politicians should understand and articulate the issues so clearly, but that they should feel strongly enough about them to set up an initiative and web site proclaiming the fact. When moves to make relevant laws fair and proportionate span the entire political spectrum, it offers the hope that the copyright pendulum may be starting to reach its maximum, in some countries at least.

Follow me @glynmoody on Twitter or identi.ca, and on Google+

Filed Under: cdu/csu, copyright, fair copyright, germany, surprise