Master Political Social Media Thread

[sonofdaxjones]

Trying so hard . . .

[Spracne]

If there's one thing I know, and that's dax is never not wrong.

[sonofdaxjones]

If there's one thing I know, and that's dax is never not wrong.

Highlighted is not applicable.  Try harder next time.

[steve dave]

lmao elon, you massive dumbshit

https://twitter.com/matt_levine/status/1545149759526141958

[Spracne]

lmao elon, you massive dumbshit

https://twitter.com/matt_levine/status/1545149759526141958

That's not necessarily how it works. Hi, M&A litigation lawyer, checking in. A letter of intent (LoI) usually has certain assumptions spelled out that allow the Buyer to nix the deal pre-Closing if due diligence reveals deviations outside of acceptable ranges. This is why back when the Musk-Twitter thing was announced, I told everyone to pump the brakes. Big companies--especially public companies--are not acquired overnight. It takes months, at the very least, to work through due diligence. Do I think Musk and his investors are using this as an excuse to back out of the deal? Yes, probably so. But it's not necessarily wrong to do so, from a legal perspective.

[steve dave]

thread

https://twitter.com/matt_levine/status/1545151445057536001

[BIG APPLE CAT]

lmao elon, you massive dumbshit

https://twitter.com/matt_levine/status/1545149759526141958

That's not necessarily how it works. Hi, M&A litigation lawyer, checking in. A letter of intent (LoI) usually has certain assumptions spelled out that allow the Buyer to nix the deal pre-Closing if due diligence reveals deviations outside of acceptable ranges. This is why back when the Musk-Twitter thing was announced, I told everyone to pump the brakes. Big companies--especially public companies--are not acquired overnight. It takes months, at the very least, to work through due diligence. Do I think Musk and his investors are using this as an excuse to back out of the deal? Yes, probably so. But it's not necessarily wrong to do so, from a legal perspective.

i thought elon waived due diligence?

[Spracne]

lmao elon, you massive dumbshit

https://twitter.com/matt_levine/status/1545149759526141958

That's not necessarily how it works. Hi, M&A litigation lawyer, checking in. A letter of intent (LoI) usually has certain assumptions spelled out that allow the Buyer to nix the deal pre-Closing if due diligence reveals deviations outside of acceptable ranges. This is why back when the Musk-Twitter thing was announced, I told everyone to pump the brakes. Big companies--especially public companies--are not acquired overnight. It takes months, at the very least, to work through due diligence. Do I think Musk and his investors are using this as an excuse to back out of the deal? Yes, probably so. But it's not necessarily wrong to do so, from a legal perspective.

i thought elon waived due diligence?

I've never seen that happen before and hence have no idea what it even means in any practical sense. I don't believe any of these transaction documents are publicly available, correct? Like, literally no one would commit to paying $44BB without an opportunity to vet the financials.

[CHONGS]

I'm not sure there is an upper limit to the amount of money someone might spend to own the libs.

[catastrophe]

I'm not sure there is an upper limit to the amount of money someone might spend to own the libs.

Or to taze off their own balls (metaphorically (sometimes)).

[catastrophe]

lmao elon, you massive dumbshit

https://twitter.com/matt_levine/status/1545149759526141958

That's not necessarily how it works. Hi, M&A litigation lawyer, checking in. A letter of intent (LoI) usually has certain assumptions spelled out that allow the Buyer to nix the deal pre-Closing if due diligence reveals deviations outside of acceptable ranges. This is why back when the Musk-Twitter thing was announced, I told everyone to pump the brakes. Big companies--especially public companies--are not acquired overnight. It takes months, at the very least, to work through due diligence. Do I think Musk and his investors are using this as an excuse to back out of the deal? Yes, probably so. But it's not necessarily wrong to do so, from a legal perspective.

i thought elon waived due diligence?

I've never seen that happen before and hence have no idea what it even means in any practical sense. I don't believe any of these transaction documents are publicly available, correct? Like, literally no one would commit to paying $44BB without an opportunity to vet the financials.

I haven't read any of the actual documents, but the following seem like the key reported facts so far: (1) Elon signed an agreement to buy Twitter; (2) Elon waived the right to do due diligence prior to consummating the agreement; and (3) Elon agreed he would pay $1 billion if he doesn't go through with the purchase.

If that is all accurate you have to think it would be VERY tough to get out for something other than (pretty close to) $1 billion. I'm still taking all his theatrics as attempts to manipulate the stock price rather than seriously disclosing his legal exit strategy.

If I'm wrong and he seriously is making up garbage excuses then I'd have to think it's under some theory that he was fraudulently induced to enter the contract in the first place (in which case waiver of diligence is irrelevant). Still a loser, but at least it would be coherent.

[Spracne]

lmao elon, you massive dumbshit

https://twitter.com/matt_levine/status/1545149759526141958

That's not necessarily how it works. Hi, M&A litigation lawyer, checking in. A letter of intent (LoI) usually has certain assumptions spelled out that allow the Buyer to nix the deal pre-Closing if due diligence reveals deviations outside of acceptable ranges. This is why back when the Musk-Twitter thing was announced, I told everyone to pump the brakes. Big companies--especially public companies--are not acquired overnight. It takes months, at the very least, to work through due diligence. Do I think Musk and his investors are using this as an excuse to back out of the deal? Yes, probably so. But it's not necessarily wrong to do so, from a legal perspective.

i thought elon waived due diligence?

I've never seen that happen before and hence have no idea what it even means in any practical sense. I don't believe any of these transaction documents are publicly available, correct? Like, literally no one would commit to paying $44BB without an opportunity to vet the financials.

I haven't read any of the actual documents, but the following seem like the key reported facts so far: (1) Elon signed an agreement to buy Twitter; (2) Elon waived the right to do due diligence prior to consummating the agreement; and (3) Elon agreed he would pay $1 billion if he doesn't go through with the purchase.

If that is all accurate you have to think it would be VERY tough to get out for something other than (pretty close to) $1 billion. I'm still taking all his theatrics as attempts to manipulate the stock price rather than seriously disclosing his legal exit strategy.

If I'm wrong and he seriously is making up garbage excuses then I'd have to think it's under some theory that he was fraudulently induced to enter the contract in the first place (in which case waiver of diligence is irrelevant). Still a loser, but at least it would be coherent.

I've heard this whole "Elon waived due diligence" thing, but I still can't wrap my head around what that looks like in practice. We are in bizarro world trying to speculate. Fair point that fraudulent inducement could be a reason to rescind the transaction before it's consummated. Unless ... has it been consummated? I was under the impression we are still pre-Closing. It is almost impossible to rescind the sale/merger of a publicly traded company after Closing. Without seeing the transaction documents, it's very difficult to speculate.

[steve dave]

lmao elon, you massive dumbshit

https://twitter.com/matt_levine/status/1545149759526141958

That's not necessarily how it works. Hi, M&A litigation lawyer, checking in. A letter of intent (LoI) usually has certain assumptions spelled out that allow the Buyer to nix the deal pre-Closing if due diligence reveals deviations outside of acceptable ranges. This is why back when the Musk-Twitter thing was announced, I told everyone to pump the brakes. Big companies--especially public companies--are not acquired overnight. It takes months, at the very least, to work through due diligence. Do I think Musk and his investors are using this as an excuse to back out of the deal? Yes, probably so. But it's not necessarily wrong to do so, from a legal perspective.

i thought elon waived due diligence?

I've never seen that happen before and hence have no idea what it even means in any practical sense. I don't believe any of these transaction documents are publicly available, correct? Like, literally no one would commit to paying $44BB without an opportunity to vet the financials.

I haven't read any of the actual documents, but the following seem like the key reported facts so far: (1) Elon signed an agreement to buy Twitter; (2) Elon waived the right to do due diligence prior to consummating the agreement; and (3) Elon agreed he would pay $1 billion if he doesn't go through with the purchase.

If that is all accurate you have to think it would be VERY tough to get out for something other than (pretty close to) $1 billion. I'm still taking all his theatrics as attempts to manipulate the stock price rather than seriously disclosing his legal exit strategy.

If I'm wrong and he seriously is making up garbage excuses then I'd have to think it's under some theory that he was fraudulently induced to enter the contract in the first place (in which case waiver of diligence is irrelevant). Still a loser, but at least it would be coherent.

What I've read/seen/heard (non-M&A lawyer or even regular lawyer but guy who watches finance brain rot TV 24/7/365) is that the $1b isn't even an option for him. Don't know the reason for that, but basically he's consummated this deal with his 5/10 employee (company) and it's already crap out twins and he's gotta papa musk them.

[chum1]

I'm going to believe he's on the hook for $44B because it's so hilarious and absurd and maybe means he's kinda mumped.

[steve dave]

lmao

https://twitter.com/andrewschulz/status/1545116857467805699

[Spracne]

https://twitter.com/Reuters/status/1545518869460156416

[Dugout DickStone]

alwaysrightstone is my new name.  Please use in the future

[catastrophe]

My 5 minute take is that he’s using a provision of the merger agreement under which Twitter agreed to provide information “reasonably necessary” to consummate the transaction, and treating it like it’s basically a diligence right. I guess the line he’s trying to toe is saying he needed the info “for his investors” who presumably could back out if they weren’t satisfied with certain metrics. It’s obviously weak, but I’ve no idea how weak.

That and fraudulent inducement.

[Dugout DickStone]

He’s the max maga thing to be their new god and that is a public tazing.  He will run for office now

[steve dave]

COMMON GROUND!

[dal9]

He’s the max maga thing to be their new god and that is a public tazing.  He will run for office now

would be fascinating to see, just for the question of how it affects Tesla sales...is this some kind of long con to get GOP rank & file on board with environment / green cars

[Spracne]

My 5 minute take is that he’s using a provision of the merger agreement under which Twitter agreed to provide information “reasonably necessary” to consummate the transaction, and treating it like it’s basically a diligence right. I guess the line he’s trying to toe is saying he needed the info “for his investors” who presumably could back out if they weren’t satisfied with certain metrics. It’s obviously weak, but I’ve no idea how weak.

That and fraudulent inducement.

It's difficult to guess without seeing whatever form the transaction documents are in. But I would speculate that you're on the right track, here. Will be interesting to see whether the ensuing litigation costs more or less than $1B in attorneys' fees and settlement dollars.

[steve dave]

He had no choice than to back out and face the consequences in court. He had no way to finance it. Not even the Saudi’s were going to back that offer now. He’s going to hand over so much money to Twitter just because he wanted to eff around and make a 420 blaze it joke.

[steve dave]

[Dugout DickStone]

musk dunks on trump for being old and washed is a story that I predicted also