So I really don’t know fully what’s in Elon Musk’s counterclaims versus Twitter — they are nevertheless less than seal — but I did get an inkling today, when Twitter dropped its response. It is spicy! Alternatively than allow Musk get his issues out initially, Twitter went in advance and introduced a blow-by-blow reaction, the far better with which to dunk on Elon along the way.
I do like this:
The Counterclaims are a designed-for-litigation tale that is contradicted by the evidence and popular perception
Commonly authorized files have arcane, passive-intense digs at the other party in them. Twitter’s attorneys, having said that, arrived out swinging in their reply to Musk’s counterclaims. Maybe which is mainly because they know how lots of persons will read through these files maybe it is just for the reason that they’re interpersonally suggest.
We picked our preferred passages in the paperwork, and are showcasing them in this article for everyone who may possibly be intrigued.
So you may well recall that Musk’s putative cause for bailing on Twitter was because of Twitter’s “false and deceptive statements.” These statements have to do with spam and bot accounts, and have been element of what Musk’s lawyers introduced to bear all through the listening to that founded an October trial date.
Twitter briefly walks the court by its procedure, its paperwork, and its disclosure statements in former SEC filings. “Musk does not recognize any fake or deceptive assertion of fact in this disclosure,” Twitter notes. So wherever are his bizarre quantities coming from? Properly, they don’t know, simply because:
Musk is not measuring the very same detail as Twitter or even using the very same facts as Twitter.
Twitter goes on to suggest Musk is deliberately distorting these quantities to “make waves.” And then it suggests, “Who’s the bot now, scorching things?”
Musk’s “preliminary expert estimates” are absolutely nothing extra than the output of working the erroneous information by a generic internet software. … Confirming the unreliability of Musk’s summary, he relies on an world-wide-web software named the “Botometer”— which applies distinctive specifications than Twitter does and which previously this calendar year specified Musk himself as very likely to be a bot.
I can’t describe very how amusing I obtain this? Musk’s fancy, key, “proprietary” analysis of Twitter facts was a web-site named Botometer.
This is, for my funds, the funniest aspect of the doc. In this article are some matters Twitter is prepared to admit are accurate:
Twitter admits that Musk is a Twitter person and has launched several firms.
Twitter admits that its organization is sophisticated.
Twitter admits that Musk is a Twitter consumer and has around 100 million followers
Twitter admits that it detects and removes spam from its system
But “Twitter in any other case lacks knowledge or information and facts adequate to form a belief” as to regardless of whether Musk believes in absolutely free speech and open up debate, no matter if he appreciates Twitter as a city corridor, or that Twitter was a normal choice for him to spend in. Later, Twitter admits that “Musk Tweets usually.” It does so at the time in people text and after like this:
Twitter admits that Musk actively makes use of Twitter and that numerous persons believe that that open up discourse is vital to a functioning democracy.
Does Twitter think open up discourse is necessary to a working democracy? Dunno, but they cannot kind beliefs on no matter if, to Musk, “eliminating absolutely free speech is a heal worse than the disorder.”
Twitter admits that it did not present the data in the April 28, 2022 press launch to the Musk Parties right before the Merger Arrangement was signed and ahead of the get-togethers had a non-disclosure settlement in place.
Sorry, this may well be the small-crucial funniest of “Twitter admits,” which is: yeah, we did not give him the push launch till he signed the NDA. Now, this is in reaction to Musk complaining that he didn’t get a heads’ up when Twitter introduced it miscounted its day by day lively buyers for quite a few decades. But it does feel rather wise to me not to inform everything to persons with solid Twitter practices and inadequate impulse command right until they’ve signed NDAs.
Or it’s possible it is this just one. Musk’s attorneys wrote that due to the fact Musk believed thanks diligence was “costly and inefficent,” so he didn’t do it.
Twitter avers that the Musk Parties declined to undertake any owing diligence prior to signing the Merger Arrangement.
Person, I imply, from time to time it just stings when your opponent agrees with you, huh?
Twitter admits that on July 8, 2022 Defendants purported to terminate the Merger Arrangement, that Twitter subsequently submitted litigation looking for unique effectiveness of the Merger Settlement, and that Defendants have filed counterclaims.
Oh sure, excellent, Twitter admits this circumstance exists.
Okay, so keep in mind the will-he-or-won’t-he dance about Musk signing up for the board? Twitter does!
Musk abruptly transformed his brain about joining Twitter’s board (immediately after 1st negotiating an provide to join the board, accepting it in writing, and Tweeting that he was “looking forward” to taking the position), notified Mr. Agrawal of the identical, and also notified Mr. Agrawal of his intent to make an present to purchase Twitter.
Mainly because Musk did not recognize any false or deceptive statements Twitter made, Twitter has gotten snitty about his withdrawal from the acquisition:
Musk just now invented this new pretext for steering clear of the merger arrangement, as these supposed inaccuracies are nowhere described in his July 8 letter to Twitter detailing the bases for his purported termination of the merger settlement, nor in any other interaction with Twitter because signing the merger settlement. In any celebration, Twitter in no way designed the disclosures he now asserts are fake.
In Musk’s declare, his legal professionals create that “Twitter’s principal small business is operating a microblogging social media community wherever end users share 280 character messages named ‘tweets.’” Twitter denies this, hilariously.
[Twitter’s] major product or service, Twitter, is a world platform for serious-time self-expression and conversation, together with in the type of Tweets. Twitter further more avers that Tweets have a highest duration of 280 figures.
I wonder what “social network” and “microblogging” signify to Twitter’s legal professionals?
I don’t believe this one particular requires much more context, actually. I’m just surprised not to see an precise emoji in the filing:
On May well 16, 2022, Mr. Musk publicly replied to that Tweet Thread with a poop emoji.