Donald Trump doesn’t have enough problems evidently, he needs to go to war on social media with Elon Musk. Musk had the audacity to suggest that Trump was too old to run for president and then he really poured gasoline on the fire by backing Ron DeSantis. Ouch.
I don’t hate the man, but it’s time for Trump to hang up his hat & sail into the sunset.
Dems should also call off the attack – don’t make it so that Trump’s only way to survive is to regain the Presidency.
— Elon Musk (@elonmusk) July 12, 2022
That incensed Trump and here’s the blowback on Truth Social.
Maybe he would have, Donald. And maybe he would have serviced you while he was on his knees, who knows? Sounds like that’s what Trump was hinting at, doesn’t it?
Elon Musk is rapidly approaching the John Bolton-Chuck Todd-Debra Birx level of people equally despised by members of both political parties. Hard to accomplish.
— Ron Filipkowski 🇺🇦 (@RonFilipkowski) July 13, 2022
Twitter has sued Elon Musk, seeking to compel him to buy the company for $54.20 a share. Many observers think the company will prevail, or that Mr. Musk is likely at least to pay the $1 billion breakup fee. They’re wrong. He is likely to walk away largely unscathed, a belief reflected in Twitter’s stock price. This case will be a good lesson on the limits of boilerplate merger agreements and the difference between a corporation and its shareholders.
The merger agreement in this case could be read in a way that permits a court to order Mr. Musk to buy Twitter—he and two entities he controls agreed they would “not oppose” such an order—through a remedy known as “specific performance.” Although litigation is always uncertain, it is hard to imagine a court would force the purchase of a $44 billion corporation.
Specific performance is used fleetingly, and for good reason. It is the ultimate act of coercion, and it makes sense only when there is no alternative. If one agrees to sell Hearst Castle, but tries to back out when a higher bid emerges, a court may specifically enforce the contract. There is only one Hearst Castle, and no other remedy can make the jilted buyer whole.
But where alternatives exist, other remedies usually make more sense. Imagine the contract was to paint Hearst Castle, and the painter walked away. A court would be reluctant to force the painter to do the job. No one wants to have his house painted by someone under court order. A coerced painter might skimp on quality, which could require the court to get involved again. […]
What happens if the court orders specific performance and Mr. Musk refuses? The only means the court has to compel him to line up financing and affix his signature to a deal is by holding him in contempt if he refuses. But it isn’t Mr. Musk that promised to buy Twitter, but two entities under his control. The court could hold them in criminal contempt, but as Lord Thurlow observed, “corporations have neither bodies to be punished, nor souls to be condemned.” Mr. Musk promised to “cause” these entities to consummate the deal, but a court is unlikely to jail him if he shirks or refuses. Mr. Musk could play a high-stakes game of chicken that ultimately reveals that courts are extremely limited in cases like this if the parties don’t want to play along.
I pray to God that the Wall Street Journal is right. I don’t want Musk to acquire Twitter. I think if he does he’ll turn into Big Brother. I hope that he just hangs up his hat and sails away from this deal, as he admonishes Trump to do. We’ll all be better off.
As to Trump and Musk duking it out, it’s the newest distraction in Trump world. Got to have distractions when the whole house of cards is coming down.
I don’t know who at the WSJ wrote this, but they are definitely not a lawyer. Several different lawyers on various podcasts/legal pundits on cable have said that Twitter has a very good case and the fact they filed in Delaware was very smart. The Chancery Court of Delaware handles lots of these merger/takeover cases and almost always rule against the person/corp trying to back out of a deal. So Musk’s best case scenario will be to only have to pay the $1b termination fee.
Worst case, he owes Twitter $44 billion. Probably somewhere in between, likely the current book value.
I wonder if Trump will even notice the colorful rain of cards falling on both him and everything with his name printed, painted, brass plated and embroidered on it, including larger than life letters on high-topped buildings, signatures on criminal action paperwork, like setting up Putin’s needed money laundry system, unpaid bills to workers at every level … a long list of painful, but eventual actual criminal dealings with states and cities around the world …
At least a twenty year stay at a Secure Federal Prison, might always be extended by other court actions as added happy times, a Treasonous Pimple like him might find things in the Federal system complicated,, never knowing which lifers will attack him in a lonely hallway …
With a history of playing with the mob at times, his security in Prison will probably cause him a terminal case of heartburn …
His Malignant, never-wrong Narcissism will begin gnawing on him the first time he walks the line by the counter where he will be presented with his new outfits in various shades of bright Orange … The cat-calls and comments from the embedded prisoners and the heavy clang of the door to his cell, could be all it takes to reduce him to the worm he actually is …
How he will handle the lack of fresh, french fries and burgers, along with being a germaphobe, might just be the tip of a very unpleasant iceberg … He has probably killed more Americans with the Covid-19 Pandemic, with his stupidity, than any other prisoner there …
What’s the difference between a Henry Ford and a Howard Hughes? The former knows how to read a room. Musk is therefore in full late period Howard Hughes mode with this nonsense. The only good I can see coming from this is him destroying what’s left of Trump’s credibility. His own has already self-destructed.
Since musk is in his own f*ck-ton of troubles and more importantly doesn’t know WTF he is talking about (one more trust fund baby as if we don’t have enough of those Pieces of Sh*t), his best bet if he wants to sound somewhat less than a blithering idiot is to shut his pie-hole or “remove all doubt” and keep spouting garbage much like a sewer does during a flood.
I am thinking however that this will be about as likely as magats gaining 10 extra I.Q, points tomorrow: highly improbable.
WTF? This is multiple kinds of weird, at least to me. As I recall when all this started much was made of a clause in the agreement that either side could walk away by paying a one billion dollar penalty. If there were specific conditions attached to being able to walk away it didn’t get much attention back then – only now or so it seems. Someone making a major purchase of another entity has a legal right to conduct due diligence (reasonable steps taken by a person in order to satisfy a legal requirement, especially in buying or selling something – basically a comprehensive appraisal of a business undertaken by a prospective buyer, especially to establish its assets and liabilities and evaluate its commercial potential) so perhaps Twitter and Musk disagree over what’s reasonable (something that doesn’t seem to have a hard and fast legal definition – long ago back in my hometown I asked my then best friend who was an attorney what was the legal definition of reasonable and he gave me a Mona Lisa Smile and replied “that’s why there are people like me.”) but it sure seems as though it wouldn’t take much for either side to be able to trigger the walk-away clause.
From what I gather the twitterverse overall wasn’t happy about the deal and not even all the Board for that matter. That makes me wonder just what behind the scenes machinations went on with Musk and the folks on the Board who advocated for the deal – and probably twisted some arms of others to get enough votes to approve it. For the life of me given the reaction of users and the public-at-large I can’t understand why Twitter didn’t simply tell Musk fine – cough up the billion bucks and don’t let the doorknob hit you in the ass on the way out. It would after all be a nice cash infusion. It also wouldn’t put a dent in Musk’s fortune. I thought from the time he announced the deal was off that he’d try to negotiate down the billion dollar penalty just on rich guy principle – don’t pay any more than you have to and that after a bit of huffing and puffing twitter would agree to perhaps 500 million – still a nice sum for them. But trying to force the deal through? That seems like a boneheaded move to me and could affect their bottom line because it could do a number on their stock price! So again I wonder just what a certain number of Board members have on their minds, or more specifically what financial promises made to them (privately) by Musk in some under the table side deal they’ve decided they HAVE to have happen. Perhaps some of the Board members who didn’t like the deal from the start need to do some investigating of their own.
Now, as for Trump and Musk that whole thing is laughable. Trump hates Musk and always has because Musk is richer. WAY richer. He’s taken what he got handed to him and done far more with it than Trump did. And, like Dallas Mavericks (and other stuff) owner Mark Cuban could buy Trump’s “empire” for tip money. So of course Trump hates Musk and will take every opportunity to kick him when he’s got troubles in the news. Oh and lest we forget it was Musk’s Space X (sometimes the asshole has done something good) that broke our dependence on Russia to get our astronauts back and forth to the space station which you KNOW didn’t please Putin. Think about how much more things would be fucked if we (and others) still had to depend on Russia for that! I’d expect Vlad took Donnie to the woodshed over not finding a way to keep NASA from certifying Space X for what they are now doing!
This whole thing is just a meaningless shit-show to me. We have far more important things to be concerned with and the sooner it drops from the news the better.
I understand Elmo waived the due diligence clause, and has been whining ever since about the number of bots and how Twitter calculated it.
The Board agreed to the purchase because he was offering them something like $10 more per share than it was then trading for. I think you’re supposed to do your due diligence prior to the signing of the agreement or at least get something about it in the contract. Musk did neither. He then went on Twitter and trashed the company causing the stock price to fall. The Board has a fiduciary duty to their stockholders, hence the lawsuit. Some legal talking heads believe that Twitter can get punitive damages as well as the walk away fee due to the way Musk has handled the whole thing. And I agree the less Elon Musk and Twitter are in the news, the better.
Ok. The part about recouping damages for his causing the stock price to fall makes sense. He probably figured he could bully them and they held firm. Other than not offering substantially more than twitter was worth so he’d have a vanity toy he next biggest mistake was not keeping his mouth shut. Asking for things that as a businessman he damn well should have included in the contract was one thing IF he had kept it private. If he then learned things that bugged him he and twitter could probably have settled on a less than billion dollar walk away penalty. But he had to go shoot off his big fucking mouth and he cost twitter a bundle in the process. Given other troubles he’s had with the SEC you’d think he’d know better and I now wonder if some of their investigators have been quietly looking to see whether he was trying to manipulate the price because he was having some issues coming up with the private funding he wanted to include in his offer. IOW drive the price per share down so he could acquire twitter for less money. If so, if the contract had some clause about the point in time when the price per share would be set for the closing of the sale and he’d made twitter less valuable that would be stock manipulation which is a felony. Tough to prove in court but it’s a hassle Musk doesn’t need – especially given his other run-ins with the SEC. That might give twitter some leverage, IF both sides can sit down out of view and hammer out some sort of settlement.
Gotta admit that the Dumpf was right about one thing. Musk has done very well with taxpayeer funded subsidies for his startups, but he is as cavalier about any debt of gratitude to the federal treasury as the Dumpf is to anyone. They are alike in this way. They chew up those who help them and spit them out when they have no more use.