A lot of people at Wachtell are gonna get rich from this case. Elon is going to be buying a lot of vacation homes and paying for generations of private school education for their heirs.

I bet Elon is forced to settle at $3 billion in cash. No way will the deal close.

Anonymous wrote:

Anonymous wrote:

This is great. Bill Savitt is on the papers, though, not Strine.

I am quite confident that ect that Chancellor McCormick knows Strine is at Wachtell.

Anonymous wrote:

This is great. Bill Savitt is on the papers, though, not Strine.

Anonymous wrote:I think Musk gets out for less than a billion; bot defense is pretty solid

Hahahahahahaha

Anonymous wrote:I think Musk gets out for less than a billion; bot defense is pretty solid

How? When Musk Twitter that Twitter was full of bots and once he acquired Twitter he would get rid of the bots. He was well of the boy problem when he made the initial offer.

Anonymous wrote:I think Musk gets out for less than a billion; bot defense is pretty solid

Legal experts disagree with you but sure, go with that. I look forward to your reasoned analysis of the terms of the merger agreement.

I think Musk gets out for less than a billion; bot defense is pretty solid

Anonymous wrote:Twitter has sued Musk. This describes Twitter as “long-struggling.” Really?
https://www.washingtonpost.com/technology/2022/07/12/twitter-elon-musk-lawsuit/

It’s a good complaint, Musk is going to have real problems defending this.

Anonymous wrote:

Anonymous wrote:

The Delaware Chancery Court has granted specific performance in multi-billion dollar deals before.

In which cases has this happened before?

Here are a few:

https://jenner.com/system/assets/publications/15424/original/Ascher%20Lichtman%20Law360%20July%202016.pdf?1469542237

Thanks. That was a genuine, non-snarky question. IBP/Tyson was a huge deal.

Twitter has sued Musk. This describes Twitter as “long-struggling.” Really?
https://www.washingtonpost.com/technology/2022/07/12/twitter-elon-musk-lawsuit/

Anonymous wrote:

The Delaware Chancery Court has granted specific performance in multi-billion dollar deals before.

In which cases has this happened before?

Here are a few:

https://jenner.com/system/assets/publications/15424/original/Ascher%20Lichtman%20Law360%20July%202016.pdf?1469542237

The Delaware Chancery Court has granted specific performance in multi-billion dollar deals before.

In which cases has this happened before?

Anonymous wrote:

Anonymous wrote:

Anonymous wrote:

Anonymous wrote:

Anonymous wrote:Why doesn’t Musk simply cut a check for the billion he agreed to and move on? He could probably pull that money out of his pocket this very minute.

His reasons for walking away aren’t ones that triggers the break clause. Twitter will be be suing for specific performance (i.e., to force Musk to complete the merger). Realistically courts tend to disfavor specific performance, but it could result in a judgment or settlement for far more than $1 billion.

They don't disfavor it in M&A deals where the contract has a specific performance clause, as it does in this case.

Yes, they often do, especially when it’s a company the size and significance of Twitter. It’s one thing to put a small mom-and-pop in which no one else has a stake into the hands of someone who doesn’t want to own it and may just run it into the ground. It’s another thing to do that with a $30 billion company that employs over 7,000 people.

The Delaware Chancery Court has granted specific performance in multi-billion dollar deals before. Can you name one case where it has found a breach of an M&A contract with a specific performance clause and yet declined to grant specific performance?

What usually happens in those cases is that the court will hold a hearing/conference where the judge strongly hints that they believe there was not valid basis to walk away and therefore might have to order specific performance, and strongly urges the parties to engage in mediation or other settlement discussions. For the party against whom specific performance would be ordered, it is almost always preferable to settle for a significant sum than be forced to acquire the business, so they do.

Anonymous wrote:

Anonymous wrote:

Anonymous wrote:

Anonymous wrote:Why doesn’t Musk simply cut a check for the billion he agreed to and move on? He could probably pull that money out of his pocket this very minute.

That’s half of his cash and cash equivalents.

The billion is for specific circumstances which do not apply here. If he were normal he would end up having to pay Twitter 1-3 billion to get out of this. He will not. So he will push it to the end -- trial --- he could win. More likely he will be ordered to close the deal. At that point he will have to pay 5-10 billion just to get out in a deal. At that point he might as well take it over again.

He would settle for 1-3 in a heartbeat, but why would Twitter take that deal? His unsubstantiated claims have damaged the brand and market value.

When you’re a billionaire like Musk, you can do this kind of thing with your money because you want to. Probably sees it as charity.

It would be better to tax his assets and pay for universal health and childcare but here we are.