Twitter Sues Elon Musk

Posted on July 12, 2022 by Paul Thurrott in Social with 8 Comments

As expected, Twitter has sued Elon Musk for reneging on his deal to acquire the social media firm for $44 billion.

“In April 2022, Elon Musk entered into a binding merger agreement with Twitter, promising to use his best efforts to get the deal done,” the lawsuit reads. “Now, less than three months later, Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests. Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he—unlike every other party subject to Delaware contract law—is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away.”

Twitter alleges that Musk engaged in a series of “material contractual breaches” and that it is suing to prevent further breaches. Musk, Twitter says, is legally obligated to consume the acquisition as agreed. Musk’s tactics show “disdain” for Twitter and its shareholders, the suit notes, adding that he has “repeatedly disparaged Twitter and the deal, creating business risk for Twitter and downward pressure on its share price.”

Most interesting, perhaps, the suit addresses the three claims that Musk used as a justification for his attempt, last Friday, to terminate the acquisition.

“These claims are pretexts and lack any merit,” the suit notes. “Twitter has abided by its covenants, and no Company Material Adverse Effect has occurred or is reasonably likely to occur. Musk, by contrast, has been acting against this deal since the market started turning, and has breached the merger agreement repeatedly in the process.”

Twitter has asked the courts for an expedited trial in September so that its complaint can be heard and acted on quickly, and before the October 24 acquisition deadline.

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Comments (8)

8 responses to “Twitter Sues Elon Musk”

  1. digiguy

    I really hope that the deal does not go through, this was a bad idea from the beginning...

    • Stabitha.Christie

      Complete speculation on my part:

      I don’t think it will. My guess is Musk will either pay Twitter to go away or try to drag this out so long that Twitter gives up.

  2. Donte

    I think he never wanted to buy it. He wanted to mess with the company and point out that there are so many fake/bot accounts.

    Personally I think Twitter is the single worst social media platform. It is responsible for so much of the horrible, nasty political divide around the world.

    • wright_is

      I think you are correct on the reason why he wanted to do this, although it is a very expensive way of doing it - without the lawyers and possible breach of contract compensation, he has to pay a minimum of $1 billion, if he walks away from the deal.

      I keep hearing that Twitter is a cesspit, but the people I follow are all nice and friendly, I've rarely seen any real narcissism or people hating on each other, my feed is mainly full of friendly banter or people posting stories from well renowned international new agencies. There again, I am following mainly SecOps and a few Brits, Germans and other Europeans outside of SecOps. That has kept my timeline mainly civil.

      • karlinhigh

        I have no experience with Twitter. But I gather that for the full cesspit effect, someone needs to express a controversial opinion, or follow those who do.

    • chaoticwhizz

      I don't think twitter is a cesspool or at least worst then any other social media. For me, Twitter is the only social media that has practical value. There has been several times that I have twitted a company after I had tried to resolve my issue with them through the normal channels. Often this has helped bet me what I needed when calling their regular customer service did not.

      Facebook is WAY worse by comparison. I deleted my Facebook in 2018 and never looked back.

  3. spacecamel

    I think Twitter is after the breakup fee but needs to sue to enforce the deal to get the fee.

  4. darkgrayknight

    They apparently deserve each other, so they should battle it out via courts. Then we'll see whether Musk had any valid claim that there are more than 5% bots and whether Twitter is justified in suing Musk for backing out of the deal. Twitter is the second worst social media platform (after TikTok), but arguably the one that causes the most division. Their recent additions may be slightly helpful in reducing the toxic back and forth, but is more likely to continue causing divided bubbles of thought. The more divided we are in thought, with less opportunity to engage in legitimate debate about our thoughts, the farther we move away from freedom and being a collective nation.