Twitter officially sued Lawyer Musk's confidence to win the lawsuit within 4 days: acquisition at $ 44 billion!
Author:Red Star News Time:2022.07.13
After the US entrepreneur Musk recently announced the termination of the acquisition transaction, on the 12th local time, social media companies officially sued Musk and asked it to complete the acquisition agreement reached at the end of April at a price of $ 44 billion.
The court document shows that Twitter called Musk's exit strategy as "a model of hypocrisy", and Musk subsequently posted on social media saying: "It's ironic, haha."
According to CCTV news reports, the lawyers representing Musk sent a lawyer letter to Twitter on the 8th, saying that in Musk's 44 billion M & A agreement, Twitter "made a false and misleading statement" and "violated" After multiple terms of the initial agreement, Musk announced the termination of the acquisition agreement.
↑ On April 25, Musk announced that a total of about $ 44 billion was acquired for Twitter
Blate Taylor, chairman of the board of directors of Twitter, said that he plans to take legal actions to promote the merger and acquisition agreement, saying that "confidence" will win.
Twitter: Musk wants to leave if you can't disturb the operation
In the litigation documents submitted to the court, the core argument lies in the information disclosure of the spam account or false account of the social platform. Last week, Musk claimed that the main reason for withdrawing from the acquisition was that he believed that Twitter did not provide enough information on the issue of false accounts. The company's long -term estimation of such accounts was not accurate, which not only deliberately misled the public, but also hindered the acquisition of acquisitions. Fang gains more data information.
In response to this accusation, Twitter stated in the lawsuit that it has provided Musk the relevant information to Musk. Twitter claimed to have held many meetings with Musk's team, and discussed the process of computing the number of users and estimates of the number of users and the estimation of spam or false accounts. At the same time, Twitter also provided Musk with a "detailed abstract file", which lists the company's process of estimating the proportion of active users in an active user.
Twitter emphasized that despite the efforts to cooperate with Musk's information sharing, the latter's requirements for the disclosure of information are "increasingly unreasonable." "From the beginning, the defendant's information requirements were to try to destroy the transaction."
Twitter stated in the litigation document that "Musk's increasingly outrageous request reflects not the real review of the Twitter process, but a movement driven by lawsuits to fabricate records that Twitter do not cooperate with Twitter. ","
Secondly, Musk said that another reason for withdrawing from the acquisition transaction was that Twitter's operation did not meet his expectations. On the one hand, Musk accused Twitter slow down the recruitment speed, and on the other hand, he said that Twitter did not notify himself in advance before firing two executives.
↑ Twitter officially sued Musk
In this regard, Twitter responded in the litigation document that the approach to slowing the recruitment conforms to Musk's previous ideas, and the decision to dismiss the decision has notified Musk's lawyer in advance, when his lawyer "did not objection."
In addition to responding to Musk's remarks, Twitter accused Musk in the lawsuit that Musk was a party that violated the acquisition agreement and put Twitter in a financial crisis. First, Twitter claimed that Musk seemed to have quietly abandoned the efforts to obtain debt financing, and the real reason for Musk's withdrawal of transactions was that his wealth was impacted by Tesla's stock price plunge. Second, Twitter accused Musk accusing Musk's violation of a "uninterrupted insult and employees", in fact, he has repeatedly published a degradation speech on the Twitter platform many times.
"Musk obviously believes that, unlike other parties restricted by the Tellawa contract law, he can freely change his mind, destroy the company and disrupt his operation, damage the value of shareholders, and then leave." Twitter wrote in the lawsuit document. Tao, since the acquisition agreement was reached, Twitter's stock price has fallen from $ 54.2 per share to $ 34.06, saying that "Musk's behavior confirms that he wants to escape his freely signed, binding contracts, and in this process Damage Twitter. "
Twitter Lawyer Group: I have confidence to win a lawsuit within 4 days
It is reported that after Twitter filed a lawsuit to Musk, the company's stock price rose slightly after the trading. Regarding the lawsuit, Musk directly issued a response on the Twitter platform: "Oh, it's really ironic, haha." In addition, Musk has not responded publicly.
↑ Musk responded on the Twitter platform
The lawyer group on behalf of Twitter was "full of confidence" on the lawsuit, saying that only 4 days of trial can prove that Musk must abide by the acquisition agreement.
According to the internal memorandum of internal memorandum issued by the Twitter General Legal Consultant Sean Eitch on the 12th, in order to "quickly resolve" the lawsuit, the company "put forward a motion for accelerated trial while prosecution, requiring the court to hear the case in September. "
Twitter CEO Parag Agravar wrote in another internal memorandum: "We plan to let the buyer fully responsible and fulfill his contract obligations. We will prove our position in court, and we believe We will win. "
It is reported that the last period of Musk's acquisition of Twitter transactions was October 24, and Twitter sought a 4 -day case trial in September. If the transaction is still waiting for the approval of the regulatory authorities, Musk and Twitter will have another 6 months to complete the transaction. It is reported that although the trial procedure of the Hengping Court of Travo Prefecture is usually faster than most courts, complex business cases often need to start trials 6 to 7 months after the case.
Some company experts analyzed that the legal foundation of Twitter seems to be more stable than Mask, but the more critical question is whether Twitter can win a lawsuit and force Musk to complete a $ 44 billion acquisition agreement. Professor Brian Quinn, a professor at the Boston College Law School, pointed out that the legal argument given by Twitter is sufficient, but the threat of Musk's withdrawal from the transaction may allow the two parties to return to the acquisition negotiation table and let Musk complete the acquisition at a discount price. At the same time, the two parties may choose to withdraw from the $ 1 billion "breakup fee" stipulated by Musk's compensation for compensation or Musk. But this choice only allows it under specific circumstances, such as Musk's financing failure.
Related reports:
What do Musk want to do? Suddenly shelved $ 44 billion to acquire Twitter transactions.
Prior to this, the case of buyers evading the transaction was not uncommon, but there were relatively few cases for buyers to continue to complete the acquisition in the lawsuit. In 2001, Tyson Food Corporation tried to withdraw from the acquisition of the IBP of the meat processor IBP. The Hengping Court of Tellawa ruled that the former must fulfill the acquisition agreement. In the team of lawyers hired by Musk, SKADDEN has successfully helped customers to lower the acquisition price in court.
In 2020, the French luxury giant Lu Weixuan Group "threatened" the acquisition of $ 16.2 billion with US jewelry retailer Tiffany. Subsequently, Tiffany's Lu Weixuan Group, which tried to unilaterally default, sue the court. Through the successful defense of Shida Law Firm, the two parties agreed to reduce the acquisition price by 425 million US dollars, reached a settlement and complete the transaction at a price of $ 15.8 billion.
Red Star News reporter Hu Yiling
Edit Zhang Xun
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