So I don’t know completely what’s in Elon Musk’s counterclaims towards Twitter — they’re nonetheless underneath seal — however I did get an inkling as we speak, when Twitter dropped its response. It’s spicy! Moderately than let Musk get his complaints out first, Twitter went forward and launched a blow-by-blow response, the higher with which to dunk on Elon alongside the way in which.
I do love this:
The Counterclaims are a made-for-litigation story that’s contradicted by the proof and customary sense
Often authorized paperwork have arcane, passive-aggressive digs on the different get together in them. Twitter’s legal professionals, nonetheless, got here out swinging of their reply to Musk’s counterclaims. Perhaps that’s as a result of they understand how many individuals will learn these paperwork; perhaps it’s simply because they’re interpersonally imply.
We picked our favourite passages in the paperwork, and are showcasing them right here for anybody who is likely to be .
So you might recall that Musk’s putative motive for bailing on Twitter was due to Twitter’s “false and deceptive statements.” These statements should do with spam and bot accounts, and have been a part of what Musk’s legal professionals dropped at bear through the listening to that established an October trial date.
Twitter briefly walks the courtroom via its course of, its paperwork, and its disclosure statements in earlier SEC filings. “Musk doesn’t establish any false or deceptive assertion of truth on this disclosure,” Twitter notes. So the place are his bizarre numbers coming from? Nicely, they don’t know, as a result of:
Musk just isn’t measuring the identical factor as Twitter and even utilizing the identical knowledge as Twitter.
Twitter goes on to counsel Musk is intentionally distorting these numbers to “make waves.” After which it says, “Who’s the bot now, sizzling stuff?”
Musk’s “preliminary professional estimates” are nothing greater than the output of working the unsuitable knowledge via a generic net device. … Confirming the unreliability of Musk’s conclusion, he depends on an web software referred to as the “Botometer”— which applies totally different requirements than Twitter does and which earlier this 12 months designated Musk himself as extremely prone to be a bot.
I can’t clarify fairly how humorous I discover this? Musk’s fancy, secret, “proprietary” evaluation of Twitter knowledge was a website called Botometer.
That is, for my cash, the funniest a part of the doc. Listed below are some issues Twitter is keen to confess are true:
Twitter admits that Musk is a Twitter consumer and has based a number of firms.
Twitter admits that its enterprise is advanced.
Twitter admits that Musk is a Twitter consumer and has over 100 million followers
Twitter admits that it detects and removes spam from its platform
However “Twitter in any other case lacks data or info adequate to type a perception” as as to if Musk believes in free speech and open debate, whether or not he appreciates Twitter as a city corridor, or that Twitter was a pure possibility for him to spend money on. Later, Twitter admits that “Musk Tweets incessantly.” It does so as soon as in these phrases and as soon as like this:
Twitter admits that Musk actively makes use of Twitter and that many individuals consider that open discourse is crucial to a functioning democracy.
Does Twitter consider open discourse is crucial to a functioning democracy? Dunno, however they’ll’t type beliefs on whether or not, to Musk, “eliminating free speech is a treatment worse than the illness.”
Twitter admits that it didn’t present the data within the April 28, 2022 press launch to the Musk Events earlier than the Merger Settlement was signed and earlier than the events had a non-disclosure settlement in place.
Sorry, this is likely to be the low-key funniest of “Twitter admits,” which is: yeah, we didn’t give him the press launch until he signed the NDA. Now, that is in response to Musk complaining that he didn’t get a heads’ up when Twitter announced it miscounted its daily active users for several years. However it does appear fairly smart to me to not inform something to individuals with sturdy Twitter habits and poor impulse management till they’ve signed NDAs.
Or perhaps it’s this one. Musk’s legal professionals wrote that as a result of Musk thought due diligence was “pricey and inefficent,” so he didn’t do it.
Twitter avers that the Musk Events declined to undertake any due diligence previous to signing the Merger Settlement.
Man, I imply, typically it simply stings when your opponent agrees with you, huh?
Twitter admits that on July 8, 2022 Defendants presupposed to terminate the Merger Settlement, that Twitter subsequently filed litigation searching for particular efficiency of the Merger Settlement, and that Defendants have filed counterclaims.
Oh sure, good, Twitter admits this case exists.
Musk abruptly modified his thoughts about becoming a member of Twitter’s board (after first negotiating a proposal to hitch the board, accepting it in writing, and Tweeting that he was “trying ahead” to taking the place), notified Mr. Agrawal of the identical, and in addition notified Mr. Agrawal of his intent to make a proposal to purchase Twitter.
As a result of Musk didn’t establish any false or deceptive statements Twitter made, Twitter has gotten snitty about his withdrawal from the acquisition:
Musk simply now invented this new pretext for avoiding the merger settlement, as these supposed inaccuracies are nowhere talked about in his July 8 letter to Twitter explaining the bases for his purported termination of the merger settlement, nor in another communication with Twitter since signing the merger settlement. In any occasion, Twitter by no means made the disclosures he now asserts are false.
In Musk’s declare, his legal professionals write that “Twitter’s major enterprise is working a microblogging social media community the place customers share 280 character messages referred to as ‘tweets.’” Twitter denies this, hilariously.
[Twitter’s] major product, Twitter, is a worldwide platform for real-time self-expression and dialog, together with within the type of Tweets. Twitter additional avers that Tweets have a most size of 280 characters.
I’m wondering what “social community” and “microblogging” imply to Twitter’s legal professionals?
I don’t suppose this one wants extra context, actually. I’m simply shocked to not see an precise emoji within the submitting:
On Might 16, 2022, Mr. Musk publicly replied to that Tweet Thread with a poop emoji.
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