“More and more eccentric”
Twitter filed a long-awaited proceeding yesterday as it tried to force Elon Musk to end its $ 44 billion acquisition. Twitter claims that it has the right to do so under certain performance clauses of the transaction agreement.
The company, with the help of Wactel’s lawyer ( Worked in musk), He ignited Mask’s efforts to withdraw bids, arguing that it was of utmost importance to the decline in Tesla’s stock and the impact on Mask’s wealth.
“Mask refuses to respect his obligations to Twitter and its shareholders, as the transaction he signed no longer serves his personal interests.” The company said in a proceeding, And added: “Unlike all other parties subject to Delaware contract law, Mask is free to change his mind, throw the company into the trash, disrupt the business, destroy shareholder value, and leave. I believe. “(Mask is not responding to requests for comment.)
Here’s what Twitter said elsewhere:
The company provided Musk with everything about spam accounts. Contrary to Mask’s claim that Twitter hampered his efforts to obtain the information needed to close the deal. However, Twitter still claims that the demand for masks has become increasingly unreasonable.
“From the beginning, the defendant’s request for information was designed to try to block the transaction,” the proceedings said. “Mask’s increasingly eccentric demands reflect a proceeding-led campaign to create a record of Twitter’s non-cooperation, rather than a true investigation into Twitter’s process.”
Bot is not considered a “significant adverse effect” justifying the cancellation of a transaction. Despite Mask’s allegations that Twitter’s regulatory disclosure, which states that about 5% of accounts are bots, is deliberately misleading. Twitter clearly states in its regulatory filings that the numbers are estimates. According to the proceedings, Musk cited fixing spammer and bot issues as the main reason he wanted to buy Twitter.
On April 9, when Musk said he wanted to buy Twitter instead of joining the board, Twitter chairman Bret Taylor told Bret Taylor, “The” removal of fake users “from the platform is a private company context. He believed it “would make the numbers look terrible,” he said, because he had to do it in.
Twitter ran its business on a “normal course.” That means it matches the way things were done before. Previously, the buyer was removed from the transaction by breaking the “regular course” provisions. In particular, ABStable acquired MAPS Hotels and Resorts during a pandemic. Musk accused Twitter of breaking the regular course, especially when he delayed hiring and fired two executives without telling him.
But Twitter claims that Musk actually wanted a layoff at the company. According to the lawsuit, on April 28, shortly after Musk signed a contract to buy Twitter, he sent a text message to Taylor, “The biggest concern is the increase in personnel and expenses.” Twitter told Musk’s lawyer the decision to dismiss the executive, saying he “did not object.” (The proceedings did not state when Musk’s lawyer was informed of those decisions.)
Musk violated the agreement by not using “reasonable best efforts” to close the deal. Therefore, you do not have the right to end it. ..
In a lawsuit, Twitter said Musk seemed to have abandoned his efforts to complete his debt loan. And when Twitter executives, including CFO Ned Segal, talked about numbers about spam accounts that Musk said he was concerned about, he disappeared.
According to the proceedings, Musk also seems to have eliminated executives who helped him close the deal, such as former Intel CEO Bob Swan. On June 23, Musk told Twitter, “We’re not at the same wavelength, so we asked Swan to close the transaction.”
What now? Mask can be expected to stick to his gun and dig up embarrassing things about Twitter Under discovery.. He can also expect the judge to decide that forcing him to close the transaction is too complicated, given the size of the transaction. He could try to make a new transaction with Twitter at a discounted price or claim damages (but at what price?).And he Certainly I will continue to tweet.
What’s happening
Oil prices will fall below $ 100 as signs of a global economic slowdown increase. Benchmark prices in the United States were higher than they are today after plunging about 8% yesterday due to concerns over the economic outlook for China, one of the world’s leading oil importers. Meanwhile, the euro has risen slightly against the US dollar today, after falling almost equally yesterday for the first time in almost 20 years.
Polls show fierce competition to rule Congress prior to midterm elections. For the first time in a national survey of the Times / Siena University, Democrats have gained greater support among white college graduates than non-white voters. This shows a change in the balance of political energy in the Democratic Union. As recently as the 2016 parliamentary elections, the Democratic Party has won more than 70% of non-white voters and has been defeated among white college graduates.
According to PepsiCo, shoppers are still willing to pay more for drinks and snacks. The company’s second-quarter revenues and profits, which exceeded analysts’ expectations, grew faster than sales volumes. This means that the company was able to charge more for its products. However, due to uncertainty about whether it could continue, the profit forecast did not change.
Apple is terminating its consulting agreement with designer Jony Ive. Ive and Apple have agreed to stop collaborating, ending the 30-year run of designers defining the rounded corners of the iPhone and guiding the development of the Apple Watch.
Focus on inflation reports
This morning, the government reports that the 2022 economic data point (monthly update of consumer prices) has received the most attention and attention. Here’s what you can expect:
New high price. Economists estimate that the consumer price index, a tightly tracked indicator of inflation, rose 8.8% in June compared to the previous year, reports Jeanna Smialek of the Times. This is the fastest pace of the 12 months since 1981. This increase is due to higher gas prices, higher rents and higher food bills.
Some signs of hopeful relief. Gas prices have fallen recently. The slides are too recent to reflect in the June data, but if they continue, they could help lower inflation. And economists are aware that inflation trends in everything else, aside from food and fuel prices, are beginning to ease. Target, like any other retailer, recently reported a problem selling inventory. Vincent Deluard, a strategist at institutional investor Stone X Group, told the DealBook: “Digging into the report reveals gas and summer trips. Some of these are mitigated, but very slowly.”
Possible “worse effect” — but probably not until 2023.. There is much talk about the idea that when the stock market is strong, the asset effect, that is, the rise in the stock market, can make people feel richer and spend more. Is it possible to see the opposite “decrease in effectiveness” of people spending less and lowering inflation as the stock market is declining?
Deluard said he wouldn’t count on it, at least until next year. Due to the concentration of wealth in the United States, he said that the bear market’s net worth has fallen the most to those who are less or less likely to consume on an economic basis.
For full coverage of today’s inflation report, see. Times special briefingWill be updated throughout the day.
“Students who have already raised their legs do not need to raise their legs anymore.”
— Logan Roberts, a student at Yale University who opposes the admission preferences of alumni children.Legacy preference if the Supreme Court ruled against affirmative action this fall Can be difficult to defend..
Missing crypto founder
Where are SuZhu and Kyle Davies, founders of the failed crypto hedge fund Three Arrows Capital? Until recently, they were known as trusted veterans in the blockchain scene.But those people Looks like “ghosting” Last month’s collapse of a once-solid-looking company that prompted bankruptcy of broker Voyager Digital and brought dominoes to other companies exacerbated concerns that it could leave serious scars on the crypto industry. ..
Zhu and Davis face orders to appear. Yesterday, a federal bankruptcy judge in New York admitted Request from the liquidator Summon them. The liquidator’s lawyer claimed that the founders did not cooperate meaningfully or provide the necessary information, and attempts to find them in the office failed. It was locked and empty. Liquidator “focuses on the world” Manage your assets In Three Arrows, the lawyer also sought an order to reserve the collection from US creditors. It was granted.
Three Arrows denied that it was uncooperative. It was Zhu Prolific podcaster, Re-appeared on Twitter yesterday After a few weeks of featureless silence.He states that Three Arrows is making a sincere effort to work with the liquidator, he said. letter From his lawyer to the plaintiff, he denied their allegations, stating that “our clients and their families were threatened with physical violence.” In another attached letter, lawyers, as investors and shareholders, and in the case of Zhu, as creditors of the company, caused considerable losses because the liquidators did not exercise the crypto purchase option, perhaps theirs. Legal obligation.
However, neither Zhu nor his lawyer have stated where the founders are or whether they will appear if summoned. What is clear is that some crypto companies are already involved in company issues and more companies may join them. The judge also acknowledged the liquidator’s request to summon a company associated with the bankrupt company.
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Correction: Yesterday’s newsletter incorrectly attributed a citation. It was Senator Patrick Toomy’s spokeswoman who made the statement to DealBook by email, not to Congressman himself.
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