Tuesday, August 9, 2022

The best burns Twitter’s lawyers have deployed to deny Elon Musk’s claims

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So I’m not quite sure what’s in Elon Musk’s counterclaims against Twitter — they’re still sealed — but I got an idea today when Twitter dropped its response. It’s spicy! Rather than let Musk air his complaints first, Twitter went ahead and released a clap-for-clap response, all the better for dipping into Elon along the way.

I like this one:

The counterclaims are a story made for a lawsuit that is contradicted by the evidence and common sense

Usually, legal documents contain secretive, passive-aggressive digs towards the other party. However, Twitter’s lawyers came out swinging in their response to Musk’s counterclaims. Maybe that’s because they know how many people will read these documents; maybe it’s just because they are interpersonally mean.

We chose our favorite passages in the paperworkand present them here for anyone who might be interested.

So you may recall that Musk’s alleged reason for leaving Twitter was because of Twitter’s “false and misleading statements”. Those statements have to do with spam and bot accounts and were part of what Musk’s lawyers put forward at the hearing that set a trial date in October.

Twitter briefly walks the court through the process, paperwork and disclosure statements in previous SEC filings. “Musk does not identify any false or misleading statement of fact in this disclosure,” notes Twitter. So where do his weird numbers come from? Well, they don’t know because:

Musk doesn’t measure the same as Twitter or even use the same data as Twitter.

Twitter goes on to suggest that Musk is deliberately distorting these numbers to “make waves.” And then it says, “Who’s the bot now, hot stuff?”

Musk’s “preliminary expert estimates” are nothing more than the output of running the wrong data through a generic web tool. … To confirm the unreliability of Musk’s conclusion, he relies on an internet application called the “Botometer”, which uses different standards than Twitter and which Musk himself pointed out earlier this year as very likely to be a bot.

I can’t quite explain how funny I find this? Musk’s fancy, secret, “own” analysis of Twitter data was: a website called Botometer.

This is, for my money, the funniest part of the document. Here are some things Twitter wants to admit to be true:

Twitter admits that Musk is a Twitter user and has founded multiple companies.

Twitter admits its business is complex.

Twitter Admits Musk Is A Twitter User And Has Over 100 Million Followers

Twitter admits it detects and removes spam from its platform

But “Twitter otherwise lacks sufficient knowledge or information to form a belief,” whether Musk believes in freedom of speech and open debate, whether he values ​​Twitter as a town hall, or whether Twitter was a natural option for him to enter. to invest. Later, Twitter admits that “Musk tweets often”. It does that once in those words and once like this:

Twitter admits that Musk actively uses Twitter and that many people believe that open discourse is essential for a functioning democracy.

Does Twitter believe that open discourse is essential for a functioning democracy? I don’t know, but they can’t form an opinion whether, for Musk, “eliminating free speech is a worse cure than the disease.”

Twitter admits it did not provide the information in the April 28, 2022 press release to the Musk parties before the merger agreement was signed and before the parties entered into a nondisclosure agreement.

Sorry, this is arguably the low-key funniest of “Twitter Admits,” which is, yes, we didn’t give him the press release until he signed the NDA. This is in response to Musk complaining that he didn’t get a warning when Twitter announced it miscounted its daily active users for several years. But I think it’s pretty sensible not to tell people with strong Twitter habits and poor impulse control until they’ve signed NDAs.

Or maybe it’s this one. Musk’s lawyers wrote that because Musk thought due diligence was “expensive and inefficient,” so he didn’t do it.

Twitter alleges that the Musk parties refused to conduct due diligence prior to signing the Merger Agreement.

Man, I mean sometimes it just stings when your opponent agrees with you, huh?

Twitter admits that on July 8, 2022, Defendants claimed to terminate the Merger Agreement, Twitter subsequently filed a lawsuit seeking specific performance of the Merger Agreement, and Defendants filed counterclaims.

Oh yeah, right, Twitter admits this case exists.

Okay, so do you remember the will-he-or-not-he dance about Musk joining the board? Twitter does!

Musk abruptly changed his mind to join Twitter’s board (after first negotiating an offer to join the board, accepting it in writing, and tweeting that he “looked” to take the position) , notified Mr. Agrawal, and also informed Mr. Agrawal of his intention to make an offer to buy Twitter.

Because Musk has not made false or misleading statements that Twitter has made, Twitter has grown angry over its withdrawal from the acquisition:

Musk just invented this new pretext to avoid the merger agreement, as these alleged inaccuracies are not mentioned anywhere in his July 8 letter to Twitter explaining the basis for his alleged termination of the merger agreement, nor in any other communications with Twitter since the signing the merger agreement. In any case, Twitter has never made the disclosures it now claims are false.

In Musk’s allegation, his attorneys write that “Twitter’s primary business is to operate a social media microblogging network where users share 280-character posts called ‘tweets.'” Twitter hilariously denies this.

[Twitter’s] Its primary product, Twitter, is a global platform for real-time self-expression and conversation, also in the form of Tweets. Twitter further states that Tweets have a maximum length of 280 characters.

I wonder what “social networking” and “microblogging” mean to Twitter’s lawyers?

I don’t think this one needs more context, honestly. I’m just surprised I don’t see an actual emoji in the submission:

On May 16, 2022, Mr. Musk publicly replied to that Tweet thread with a poo emoji.

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