Musk is saying, you haven't demonstrated your numbers are accurate. But having signed the merger agreement and waived due diligence, I think he needs to demonstrate that they are _not_ accurate. Complaining Twitter rate-limited his API access (which would be very foolish on their part) or that their bot measurement standards are "arbitrary" doesn't seem to get there.
The letter complains that Musk asked for data allowing him to "independently verify Twitter's representations regarding the number of mDAU" -- but where does the agreement provide for that verification as a condition of the deal? Maybe Twitter didn't provide sufficient information for Musk to "independently verify" that number -- that means nothing without showing Twitter had a duty to provide that information, or that Musk had a right to his own verification. (Any lawyer agreeing to the other side's verification of such a thing probably isn't a very good lawyer.)
The last paragraph, complaining about firings and hiring freezes and departures, seems positively desperate. Who seriously cares about this stuff?
"I relied on your numbers but now they seem soft" is different than "I relied on your numbers but now they are clearly wrong".
I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors.
I would think Twitter will sue for specific performance, and they probably have a case. And Musk is liable for their full market cap, and any trial would depend on a legal team that has a hard time writing a clear letter. I think Musk is in trouble here.
I agree with your analysis. This has always seemed a situation driven by ego rather than rational thought and I expect ego will prevail and we will see futile legal + PR trench warfare for a while. However, my understanding of M&A law[1] is it's not enough for him to say that the numbers are missing or even wrong. He has to say that there was a material breach caused by the fact that the numbers were missing or wrong.
So if you say "I went into this deal thinking twitter had no bots and OMFGBBQ there are bots" then twitter are going to say "look at our numerous filings on bots and why not actually go on twitter at all you can see there are bots" and therefore no material breach. He has to show somehow that the failure to provide him with complete and accurate information somehow makes the deal materially worse than he could reasonably have thought going in. And that's pretty hard to prove. I believe Delaware has been very reluctant to find material breach in these sorts of circumstances. (eg even if he was to somehow prove that the bot problem was 100x worse than twitter's public statements I'm not sure that would be sufficient to prove an actual material breach given the difference in ad revenue between "lots of bots" and "hella bots all over the place" is probably not material and he knew the revenue number going in).
My expectation is he wants to make it painful enough for them in court and on social media to drop the breakup fee but they have seen for ages that he was likely to attempt this and would be sued to hell and back by other shareholders if they drop the fee and therefore will strap themselves in for a fight.
[1] I'm definitely not a lawyer but I have been involved in a few M&A situations and have been advised on this kind of thing by pretty good lawyers a couple of times.
The podcast Opening Arguments had two great episodes about the legal details of this deal (note the first episode doubting this deal would go through was from 2 months ago):
> Musk is saying, you haven't demonstrated your numbers are accurate.
It has nothing to do with accuracy. Twitter is supposedly not providing the data: 'While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations.'
> The letter complains that Musk asked for data allowing him to "independently verify Twitter's representations regarding the number of mDAU" -- but where does the agreement provide for that verification as a condition of the deal?
Section 6.11, the part of the deal where Twitter needs to provide necessary information to secure debt: 'and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction.'
I have little doubt anyone lending that kind of money would require the buyer to independently verify the mDAU.
Musk already secured financing, and most of the recent financial engineering he was doing was in the service of minimizing his own exposure (ie, the amount of TSLA he'd need to sell to cover his end of the deal). His lenders couldn't "independently verify" the mDAU, because he waived diligence --- he was entitled to information as a contractual technicality, but he was not entitled to condition the deal based on anything contained in that information, short of a "material adverse effect", which is in practice an impossible bar to clear.
I will be very surprised that Twitter's position was less than "you can have anything you want", precisely to avoid any complaint of non-cooperation.
I do agree that the agreement's debt financing provisions may provide Musk an out -- "I wanted to close, but I couldn't get debt b/c you wouldn't cooperate".
I'm a little surprised that Twitter agreed to any sort of financing provision, precisely because it seems to allow Musk to screw up his debt raising and then point to that as an out.
But that is not a complaint in the letter, and becomes an argument about what lenders require for debt financing. Musk will have to show that lenders cared about this, and Twitter will have discovery to find evidence they didn't.
Not really. Reading the letter it sounds more like Musk has started to make more specific requests, likely in the hopes of them not being able to service them. For example, he claims in the letter that he requested daily mDAU numbers for the previous 8 quarters (i.e. 2 years) and they only gave him rolled-up numbers.
I find it completely believable that they may not have a daily breakdown for 8 quarters, and so they can't provide the information requested.
"For any reasonable business purpose" is different from 'any information you think is reasonable'. I would presume (guess) that Musk kept asking for more info until he found a point where Twitter stopped responding just so he could argue this clause was broken.
It does have something to do with accuracy, because further down the page the letter explicitly calls out the SEC filings and the 5% number and the fact that it was a rep and that there is an MAE.
The letter is throwing several pieces of shit against the wall and seeing which will stick.
Right- he waived diligence. Twitter has no obligation to prove anything to him. Twitter is obligated to give him documents if they are reasonable to request and helpful for him in financial planning. If the documents Twitter has on hand are flawed or not comprehensive, that doesn't give a pretext to leave the deal. I am sure his lawyers know this and it will all be negotiated.
If Twitter fails to provide reasonable access to data necessary to secure debt to finance the purchase, it does indeed give a pretext to leave the deal. It is part of the merger agreement. You can't tell me that a lender would not want some independent assessment of Twitter's claims before lending.
waiving diligence does not mean that twitter can misrepresent things though. I do not know what the true amount of bot participants are, but IF it is above 5%, that would not be something "due diligence" had to discover, twitter says <=5%, and it had better be that then.
How can any judgement in Twitter’s favor be enforced?
Mail a bill for $1B or more and somehow collect the debt?
Maybe the bank could choose to execute the purchase agreement but why would they since they (ironically) can’t force him physically show up and run Twitter.
I doubt SEC has any measures they can take through Tesla which would be weird.
He didn’t agree to “specific performance” expecting that to matter to him.
My heart sank when I read your comment: why on earth would the board sue for specific performance!? But my reading of the statement in the tweet is that they plan to sue for enforcement of the agreement which I believe means paying the agreed-upon penalty for backing out of the deal. I don’t at all read that statement as a plan to seek specific performance.
It will eventually settle. If they sue and win Musk's financing will have long backed out so they aren't going to end up with enough to close the deal.
I suppose they could force him into bankruptcy which would end up with his ownership stakes in Tesla and SpaceX sold off. Given how much of a loose cannon he's become that would probably be better for other shareholders but who knows.
> "The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery."
> Complaining Twitter rate-limited his API access (which would be very foolish on their part)
I have recently built a Twitter application with the new V2 API. They do have undocumented API rate limits[1] while the developer documentation says something else[2].
And if you see the discussions at Twitter developer forum, It takes a while for the Twitter representative to find that the issue is because of the undocumented rate limit because it's somewhere deeply integrated into their system(But still wouldn't update the official docs). Besides the Twitter rate limit covers every Twitter application used by the user incl. their official Twitter clients.
So I wouldn't be surprised if they gave Musk a privileged API token but forgot to whitelist it against their hidden, obscure rate limits; Of course this could have been noticed early on Musk's side and it's possible that they chose to attribute it to malice.
Then they could have simply communicated that fact the first time they ran into the limits and they certainly would have been lifted. This happens to me during DD all the time and it has never caused a problem or an investor/acquirer to back out of the deal.
It’s so crazy to me that the purchase price was determined by a weed joke and people are surprised that in the cold sober light of our recent correction, Musk is trying to get out of this.
His whole M.O. is degrading the power of the SEC and DoJ by pointing out they have very little enforcement power. This is just another example in his long journey of “what are they going to do if I just don’t follow the rules?”
Weird way for the richest man in history to live his life, but that’s probably just sour grapes on my part.
Musk is no different from your average "small government conservative", which basically means being anti-civilization. They won the birth lottery, and the society and the government are stopping them from going from rich to filthy rich quickly.
The only thing here is that Musk happens to be fascinated with electric cars and space travel (ever since he was a teenager). We just got lucky - he could as well have gotten into opioids or coal mining, and his desire to dismantle the laws and norms would have burned even brighter.
> people are surprised that in the cold sober light of our recent correction, Musk is trying to get out of this
People are not surprised. People were expecting this. As evidenced by the discussion then and now. Also as evidenced by the contract which was drafted at the time between him and twitter.
> The last paragraph, complaining about firings and hiring freezes and departures, seems positively desperate.
This one comes across as particularly specious.
So Musk is complaining that Twitter has been failing its obligation to “conduct its business in the ordinary course” by firing some people and slowing hiring.
But there's a global slowdown going on! If Twitter hadn't taken these actions, he would be complaining about the opposite: that by not cutting costs, Twitter would be failing to conduct its business in the ordinary course in the current circumstances.
There's a reason why US courts have a very high bar for M&A buyers' cold feet. They don't want to be arbitrating this kind of ridiculous arguments.
He has never demonstrated engineering skills. He has always been a business manager. But with all of the business comedy he has performed this year, I am beginning to doubt his business skills too. Perhaps it's the VPs under him who managed the business well, while Elon remained the PR front person and primary investor. Much like SpaceX.
Elon Musk is literally the Chief Engineer at SpaceX. His technical proficiency is validated by other senior engineers who work there, as well as senior engineers at NASA. There are also countless hours of unedited footage of him demonstrating his deep technical understanding of rocket engineering.
I agree with your analysis, but I also think the numbers are bogus. Just for fun I tried buying half a million followers from some Russian guy a 7 years ago. While that number declined a bit over the years as Twitter did some trimming, I still have half of them.
(Interesting some of the followers were "real" in that these were people who installed a program that ostensibly would tell them who recently followed or unfollowed them, but the program would also add followers they didn't know about. I saw many comments like "I opened twitter and for some reason I'm following 100 more people! WTF?") ... but about half of the paid followers seemed like bots.
That's an interesting story, but irrelevant to this.
Twitter claims that < 5% of their "monetisable daily active users" (aka mDAU) zfd bots, where mDAU is a very specifically defined term, but broadly represents "people that Twitter thinks they can count when they sell advertising". Bots don't tend to buy things, so any bots counted in mDAU is a mistake that will piss off advertisers. (Which would be bad for Twitter, hence why the number matters.)
That there are a lot of bots on Twitter is well known, and clearly true. That Twitter happily leaves most of them alone to do their own thing as long as they don't abuse the service is also well known, and quite sensible.
The question is whether Twitter is good about flagging them as bots. You could have a million bots following you, but as long as Twitter has correctly noted them as bots and not counted them as mDAU, then exactly 0 count as part of the 5% bots.
Nobody outside of Twitter knows who they are counting as part of their mDAU, which means nobody can cross check their numbers.
he's mostly a fraudster who has used a cult of personality and litigation to dominate the businesses that he's involved in. check out the litigation against him for the solar city purchase by Tesla if you're interested in just how much the man is willing to defraud shareholders to personally enrich himself and his family.
I think many of you guys are missing the forrest from the trees here. He tanked his Tesla shares to do this deal & to no small part due to Bill Gates. I am sure this express more of his nervousness on just how much more expensive this deal was becoming as it was costing him a lot more than the list price due to him not taking into account how his other investors in his other companies would take the news.
He's a smart idiot to put it kindly and a very lucky one at that despite all of his sincere and actual efforts.
I don't agree with the Bill gates part but you are fundamentally right.
Elon signed this deal before the biggest stock market crash for about 15 years. The deal is extremely expensive for him right now in terms of tesla shares.
He is just buying time and hoping tesla shares increase in the meantime.
During a merger, discovery is absolutely a right the purchasing side has. The target company should open its books, your assumption about them not disclosing is incorrect.
The problem for Musk is that he filed an offer letter, which is normally what you do after due-dil, and there’s nothing in that offer that gives him a way out without pulling the MAE card, which is a pretty weak reed to rely on (though his most recent filing gamely works as many angles as possible, as you’d expect from Skadden).
The buyout offer was a ridiculous move that feels like it was predicated on hurt feelings over the board debacle, but it’s not the Chancery Court’s job to protect billionaires from themselves, and Musk is generally the sort of manager that the court casts as the bad guy in the little morality plays they make of cases. Doesn’t mean they’ll compel specific performance (I’m skeptical that an equity court is going to see that as the best option, not least because it’s not clear to me Musk would have enough cash to operate the company if the sale went through under current market conditions), but I suspect that, after protracted negotiations and litigation, either the board will accept a modest haircut on the offer (again, due to market conditions), or the court will award liquidated damages ($1bn) plus possibly some additional damages if Twitter wants to argue that Musk violated the confidentiality and nondisparagement provisions of the deal. (If the former, I suspect that we’ll see a bunch of strike suits from aggrieved shareholders land in court anyway, so buckle up for a lot of litigation regardless.)
You guys are right, I completely missed that he waived his rights on this term. My apologies, I made an assumption (which was wrong) that Musk was acting reasonably.
Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most critically, it is not being alleged that spam accounts have any substantial impact on the earnings of Twitter. Thus, the courts will obligate Musk to buy the business as he agreed to in April.
I actually have experience with this type of stuff, some business tried to acquire mine and kept postponing, and ended up with some excuse that there wasn’t enough technical design documentation, which would be a real-breaker. It wasn’t super big money, but also not small (high 6-figures).
I ended up suing them, won on all counts, and the deal had to go through.
Unfortunately, this company simply refused to do that even after the judge ruled against them, and I had to renegotiate the terms set by the judge.
That was one hell of a ride.
Point being, if Musk really doesn’t want it, even if Twitter wins a lawsuit, Musk will probably find another way to postpone or renegotiate or whatever. In the meantime, Twitter is not in a good shape, and this whole thing is probably hurting them so much more than that they could possibly benefit from.
Sounds like a very unpleasant experience, sorry to hear. But I'm not sure it's a good precedent for this case, for two reasons:
a) You were happy to settle, which sounds understandable. But when the stakes are $44bn and most actors on Twitter's side are but agents for Twitter shareholders, their chief concern will be not breaking their fiduciary duties if they accept anything less than the maximum amount they could get. It's a bit hard to imagine how the legal bills for seeing this through could stack up to even .1% of the purchase price ($440m), and that's nowhere close to the discount that Musk will be looking for (with good reason imho, btw).
b) In your case the other party might have gotten away with dodging a court order to pay (or at least made it appear like that). That's pretty much unfathomable if you are literally the richest man on earth and live in the US.
It appears they will make around $6B in annual revenues, I think their financial performance is better than most social media platforms, save FB. In what way, Twitter is not in good shape?
The CEO has a massive parachute. Its in his best interest to just settle on a lower price rather than get tied up in courts for years with Musk. If the markets continue to decline, a lower offer is going to look more and more attractive to shareholders. Just my 2 cents.
Why would you force someone to buy something they don't want, whatever the reason is ?
If they decided not to proceed to the deal it means it was a bad deal from their perspective or that it would put them in a worse situation. Essentially you are taking advantage of them by forcing them.
It's like if you sell a very expensive "brown ice cream", the buyer tells you he wants to buy it, and then when the buyer has it in hands they realize it's not chocolate and you say: "but it's brown ice cream, you are forced to buy it now"
A feature of modern finance is the blockbuster leveraged buyout signed right before the market crashes: RJR Nabisco in 1989, Hilton and Harrah's in 2006. Now Twitter, in 2022.
Porsche and VW in 2008 if memory serves well. Almost ruined Porsche. Or Schaeffler and Conti, which almost ruined Schaeffler, a private company at the time.
I don't think Elon is trying to get out of it, he's got 2 goals:
1. Buy more time until stock market (i.e. Tesla shares) recover
2. Renegotiate the price
Either one will probably mean he goes through with the deal. If he is under litigation for a year so be it, once the stock market recovers he's sacrificing a lot less of tesla to buy it.
It's a big IF though. If the US recession gets really bad and the Fed stops interest rate hikes, the market could recover very quickly. But equally if Powell wants to go the Volcker route, Elon is fucked probably, the market won't recover for years.
And in the meantime Elon's reputation I think is taking a massive hit. And I think a lot of his new political allies on the free speech side will be extremely disappointed. He might end up with no friends on either side.
The problem is that Tesla is massively over-inflated and Musk knows it and many people believe that was actually the reason for the whole twitter thing (Musk converting overinflated Tesla shares to fair-market value Twitter shares). With Tesla very likely losing the 'biggest EV maker' title to Volkswagen by the end of the year, it here has to be some sleight-of-musk for TSLA to recover.
Yeah especially with his filing saying he’s waiving BDD. That’s a tough one to escape. He’s claiming that Twitter has made a material misstatement on their public filings. I’m sure that disclosure has been heavily diligenced.
Worst case there are some wrong statements in Twitters fillings. Thise have to be incredibly severe to have an impact on Musk's obligation to purchase Twitter. A simple filing error or mistake is most likely not enough.
Do they always have the option of settling at any point in the process? Like if Musk said "$20 billion penalty but I don't buy the company", I assume they'd say yes? (Or substitute a bigger number if not.)
So are they just negotiating at this point if Musk has a penalty number he's willing to pay?
They will just negotiate. Nobody wants to go through a lengthy legal process.
I think the number will be at 5b. Because, at 5b, Twitter gets a 1y revenue for virtually no cost. Twitter doesn't want to sell to a buyer who doesn't actually want to buy. It's not good for anyone.
Imagine Musk buying Twitter and starting open up exec emails knowing about the bot numbers being inaccurate.
What if they have willfully misrepresented the amount of bots on the platform and lied about it to shareholders for years. MAUs are a big part of any social networks valuation metrics.
It's a terrible contract: no due diligence, a specific performance clause. The only type of person who would ever sign a contract like that would be a dumb guy who got rich by accident.
Yes, but even if they take him to court, it's highly likely that Musk and his legal team drag this out. It's not going to be a simple case. No contract law case ever is. And at that point, Twitter's business might keep suffering, to the point that their fair market value plummets, and they enter a very difficult financial situation. Then Musk can swoop in with a much lower price offer and they will accept simply due to their financial position and not being able or willing to continue the case in the courts. I think Musk will end up buying Twitter but at a much lower price.
I believe the agreement between Twitter and Musk had a $1B acquisition cancellation clause built into in, so if Musk can't successfully argue for breach of contract he'll have to pay this $1B break-up fee, rather than be forced to complete the purchase.
You may be correct, but if you think Musk will actually buy Twitter at 54.20 now, I have a bridge to sell you. He can pay enough lawyers to hold up this transaction for years. "Time kills all deals", as they say.
Yes they do, it's called specific performance. It's not the usual remedy for breach of contract, but in certain cases the court will grant it. I believe M&A agreements are one category of cases where US courts are inclined to grant specific performance, but I'm no expert.
Why wouldn't courts have the power to do that? If the court rules you have no grounds to terminate the contract then you will have to execute the contract as originally agreed upon.
Well the court could obligate Musk to pay damages. One (simplistic) possibility might be to take the value Musk agreed to pay minus the current value of Twitter and force Musk to pay that. Then in theory Twitter would have received same value in the end.
For anyone thinking he can pay the 1B$ termination fee and walk away, it's not that simple.
The 1B$ is a "reverse breakup" fee, and applies when an outside force (like SEC or financing) prevents the deal. That 1B$ has nothing to do with any choices on either side, and is unlikely to factor into this process.
At this point they're clearly going to trial, and it's not unlikely that the cost to Elon will be somewhere in the neighborhood of the difference between the fair current market value (~20B$?) and the purchase price (~44B$).
Tesla and SpaceX success is depending on the public opinion of Musk. If he ends up paying 15 billion (or whatever the number is) over a botched take over, one that had a negative impact on Tesla shares, this opinion might just change. In which case Teslas future preception as a tech company might be at risk.
As in my post, assuming this reaches a "negotiated" settlement there are going to be two important values: the original purchase price (OPP), and the fair market value (FMV).
If Twitter "wins", they get Elon to pay the full market value. Now, they don't actually want Elon to be involved, so if Elon pays the difference between FMV and OPP (~$24B) that's essentially the same as buying then divesting with fewer steps.
If Elon "wins", he gets out paying nothing.
So the range is 0 to $24B.
Elon has a terrible case here, so the best negotiating tactic he has is being a disruptive asshole so TWTR just wants it done with (this is playing to his strengths). I'm also making a big assumption about the FMV, which could easily rebound a bit by EOY. With those factors pulling it down from 24, I'm expecting in the 10-15 range, and if I had to guess I'd say $12.5B.
Pick your own inputs for your own estimate, but this is the deal structure.
So my hunch that this could lead to him going broke isn't completely off base?
I figure he ends up having to pay $10E+10, and everyone knows it, so he gets short-squeezed in Tesla stock, then margin called on any loans against his stock... then POOF
The original purchase price minus the current market value is how much they lose if he backs out of the deal, so that's the ballpark of what they would want to get paid to let him not buy Twitter.
>The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery.
Bret Taylor, Twitter board chair - 4:51 PM Chicago time · Jul 8, 2022
The most likely scenario is a settlement at a lower price imo. Musk was never going to pay the original offer because it was / is well known Twitter has a bot problem. He surfaced the issue and is threatening to scuttle deal based on twitters throttling the API. Which is limiting the due diligence ability of Musk’s financiers to appropriately evaluate their investment.
Now the negotiations will take place and I suspect we will see something like a $10-$20B purchase agreement. Musk will have opportunity for due diligence if they sue. If they don’t sue him, then the shareholders sue Twitter (ironically probably some of the financiers).
Musk did not 'surface the issue'. He was complaining about bot numbers being higher than Twitter said looong before he ever signed the merger.
Musk does not have a right to due diligence. Just a right to 'information reasonably relevant to the business'. And he has no right to terminate the merger based on that information.
Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.
> Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction.
This argument is a sleight of hand. Nobody has claimed that Musk waived his right to information from Twitter. What he waived was his right to diligence, which is the right to information along with the discretionary right to terminate the deal based on it. What he waived was the ability to do anything with the information absent an (impossible to obtain) MAE discovery.
The obvious legalese thing to do in Musk's buyers-remorse situation is to use the information rights to make demands so unreasonable no acquiree can reasonably honor them, which is exactly what he seems to have done here.
> 1. Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU.
> 2. Information related to Twitter’s process for identifying and suspending spam and fake accounts.
His principle activity is influencing. The main sticking point of the proposed merger is information on how Twitter polices fake accounts. Nothing suspicious about this at all. Reminds me of the time a wolf was interested in buying my farm, and mainly wanted to know when my dog was chained up and how long the chain was exactly.
Yes its public, just as this letter is. Notice that they dont refer to any specific section of the agreement in this portion of the statement, unlike the other references they make to the agreement.
They’re not claiming a lack of sue diligence, they’re claiming fraud. Which is different. They’re saying they’re lying about the numbers. Which would be fraud.
There aren't claiming fraud, there are claiming breach of contract. Including, among other things, by failing to maintain operations in the regular course of business because of, I kid you not, allowing some senior officials to resign.
(It's true some of the many other things that are claimed to be breaches relate to alleged failure to fulfill obligations to provide information that Musk supposedly wanted to determine if other claims that has been made were fraudulent, but that's different than alleging fraud.)
> They’re saying they’re lying about the numbers. Which would be fraud.
But they've been sending the SEC these same numbers calculated using the same methodology since 2013, right? If they were materially adverse circumstances, you'd imagine that someone would have caught this in the last 9 years...
Fraud is not enough. It has to be fraud bad enough to cause a materially adverse effect, which means it would have to seriously impair the value of the business.
>i know i am screaming into a well here but a very bad thing is people going around saying that elon musk "waived due diligence" and so can't bring up the bots thing.
…
>the reason that elon musk can't get out of the deal over the bots thing is not that he "waived due diligence." it's that he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement does not have any outs for "i think there are too many bots."
The due-diligence-waive thing isn't really relevant according to Matt Levine, who has been pretty consistent about this for months (see the thread @ https://twitter.com/matt_levine/status/1545151445057536001). A couple of choice tweets here:
"""
the reason that elon musk can't get out of the deal over the bots thing is not that he "waived due diligence." it's that he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement does not have any outs for "i think there are too many bots.
"""
... and ...
"""
yes i know that this is a small petty thing. but part of my point is that even if he had demanded extensive due diligence, and done it, and then signed the agreement, we'd be in the same place. the waiver or not of due diligence doesn't matter; what matters is we're past that.
"""
I don't know how the legal system works,
but his argument sounds valid to me.
“My offer was based on Twitter's SEC filings being accurate,”
Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case.
> Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case.
Ignoring whether this is a legitimate reason to back out of the agreement, Musk hasn't shown that Twitter has been filing fraudulent SEC filings so what does it matter anyway?
As Matt Levine explained [0] the “waiving due diligence” doesn’t really mean anything now. What does mean something is that he signed a binding agreement to buy Twitter, giving Twitter the right to compel him to close the deal, and there’s no “too many bots” exception, nor a “you were wrong (or even lied) about something you said” exception. He has to prove that it’s a “material adverse effect” which I understand is nearly impossible (he’d have to convince a Delaware judge that the company is worth at least 40% less than stated because of this, and in practice it seems these suits almost never succeed).
I absolutely love that fact that this tweet happy individual might actually get slapped for just tossing out tweets. Not sure if $1B would make him squirm or not, but even for billionaires, $1B is an expensive twitter rant.
idk. the fact that the price had already sunk nearly 40% from his price over this period could clearly indicate that his assumption isn't without merit.
Matt Levine has a take down of the supposed bot problem. Basically Elon not only waved due diligence, he signed a binding agreement to buy Twitter, and the bot talk is irrelevant. Even if there’s a problem, Musk should have addressed it before signing an agreement to buy the company.
Reading Matt I realized there's another layer, which is Musk has complained about the bot problem for a while - heck, one could argue that he bought Twitter not only fully knowing (according to him) it has a bot problem, but he intended to _fix_ the problem.
The letter doesn't cite the bot problem directly, but instead Twitter allegedly failing to live up to it's obligation to give Musk info, which he wanted regarding the bot problem. (And a bunch of other alleged breaches.)
The agreement have a massive out; yes it doesn't matter what Elon thinks about the bots but if his financier think bots are an issue he gets an out since Twitter for some reason let a financing clause in.
Can twitter agree to release him from the agreement? For a fee? I know he has a $1B penalty but I didn't think that covered this current situation. Perhaps Twitter would be willing to forget the whole thing for $1.5B
Musk himself has addressed this, saying that the waiver is null and void if the data supplied to the SEC by Twitter is fraudulent. I can only assume he believes that is the case.
>>First, although Twitter has consistently represented in securities filings that “fewer than 5%” of its mDAU are false or spam accounts, based on the information provided by Twitter to date, it appears that Twitter is dramatically understating the proportion of spam and false accounts represented in its mDAU count. Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%.
> the waiver is null and void if the data supplied to the SEC by Twitter is fraudulent.
Look at said SEC filing. It is worded in a way that is impossible to prove fraudulent with the kind of data Musk asked for. He could have proof positive that he is the only human account on Twitter and the Twitter SEC filing would likely not be construed as lying - it very explicitly states that it is a judgment call by the Twitter execs, based on some internal methodology, and that the real number could be higher.
The only way you could prove they lied to the SEC would be if you found emails that say something along the lines of "to the best of our knowledge, 20% of mDAUs are actually bots/spammers, but let's say 5% in our SEC filing".
It's somewhat hilarious to think that even if Twitter were to settle modestly for $5bn, that would be more than double of all profit that Twitter has ever generated as a company.
Musk played everyone. I called it as soon as it was announced that he was just manipulating the markets. Hopefully SEC actually does something for once.
It’s been amusing to see the flip from people saying Musk can’t buy Twitter to Musk must buy Twitter.
Buying Twitter the way Musk did right before the most telegraphed recession in modern history was colossal stupidity. I have no insight to Musks liquidity, but if Twitter is able to force him to complete the sale in the middle of a raging recession then how much of his empire would be diminished by forced liquidations. And was this decision made so he could promote Shivon to CEO of Twitter? That could make it the most expensive (including the cascade of losses due to liquidation) gift to a mistress (?) in human history.
But Musk has a habit of escaping justice (see ‘pedo’ case which was egregious) and I have a feeling there would be little appetite to damage his empire due to the job losses it would cause, especially in a recession.
The point of a poison pill isn't to prevent a takeover, it's to prevent a _hostile_ takeover. It's standard practice and once you've ensured the takeover will be fair to all shareholders, as is your duty as the board, there's no more need for it.
His buying offer includes a fair number of Co financers, he can't just close on them. You just have to look at what happened to solar city (or even the genesis of starlink as a feeder for SpaceX) to know that not screwing with his big investors is the one thing he seems to take seriously without letting his ego screw it all up.
Readit News
Musk is saying, you haven't demonstrated your numbers are accurate. But having signed the merger agreement and waived due diligence, I think he needs to demonstrate that they are _not_ accurate. Complaining Twitter rate-limited his API access (which would be very foolish on their part) or that their bot measurement standards are "arbitrary" doesn't seem to get there.
The letter complains that Musk asked for data allowing him to "independently verify Twitter's representations regarding the number of mDAU" -- but where does the agreement provide for that verification as a condition of the deal? Maybe Twitter didn't provide sufficient information for Musk to "independently verify" that number -- that means nothing without showing Twitter had a duty to provide that information, or that Musk had a right to his own verification. (Any lawyer agreeing to the other side's verification of such a thing probably isn't a very good lawyer.)
The last paragraph, complaining about firings and hiring freezes and departures, seems positively desperate. Who seriously cares about this stuff?
"I relied on your numbers but now they seem soft" is different than "I relied on your numbers but now they are clearly wrong".
I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors.
I would think Twitter will sue for specific performance, and they probably have a case. And Musk is liable for their full market cap, and any trial would depend on a legal team that has a hard time writing a clear letter. I think Musk is in trouble here.
So if you say "I went into this deal thinking twitter had no bots and OMFGBBQ there are bots" then twitter are going to say "look at our numerous filings on bots and why not actually go on twitter at all you can see there are bots" and therefore no material breach. He has to show somehow that the failure to provide him with complete and accurate information somehow makes the deal materially worse than he could reasonably have thought going in. And that's pretty hard to prove. I believe Delaware has been very reluctant to find material breach in these sorts of circumstances. (eg even if he was to somehow prove that the bot problem was 100x worse than twitter's public statements I'm not sure that would be sufficient to prove an actual material breach given the difference in ad revenue between "lots of bots" and "hella bots all over the place" is probably not material and he knew the revenue number going in).
My expectation is he wants to make it painful enough for them in court and on social media to drop the breakup fee but they have seen for ages that he was likely to attempt this and would be sued to hell and back by other shareholders if they drop the fee and therefore will strap themselves in for a fight.
[1] I'm definitely not a lawyer but I have been involved in a few M&A situations and have been advised on this kind of thing by pretty good lawyers a couple of times.
July 4th: https://openargs.com/oa610-elons-twitter-deal-was-a-complete...
May 12: https://openargs.com/oa595-shareholders-sue-twitter-alleged-...
OMFGBBQ ?
Oh My F&&&&ing God Bar-B-Q ?
It has nothing to do with accuracy. Twitter is supposedly not providing the data: 'While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations.'
> The letter complains that Musk asked for data allowing him to "independently verify Twitter's representations regarding the number of mDAU" -- but where does the agreement provide for that verification as a condition of the deal?
Section 6.11, the part of the deal where Twitter needs to provide necessary information to secure debt: 'and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction.'
I have little doubt anyone lending that kind of money would require the buyer to independently verify the mDAU.
I do agree that the agreement's debt financing provisions may provide Musk an out -- "I wanted to close, but I couldn't get debt b/c you wouldn't cooperate".
I'm a little surprised that Twitter agreed to any sort of financing provision, precisely because it seems to allow Musk to screw up his debt raising and then point to that as an out.
But that is not a complaint in the letter, and becomes an argument about what lenders require for debt financing. Musk will have to show that lenders cared about this, and Twitter will have discovery to find evidence they didn't.
Not really. Reading the letter it sounds more like Musk has started to make more specific requests, likely in the hopes of them not being able to service them. For example, he claims in the letter that he requested daily mDAU numbers for the previous 8 quarters (i.e. 2 years) and they only gave him rolled-up numbers.
I find it completely believable that they may not have a daily breakdown for 8 quarters, and so they can't provide the information requested.
Nope. Musk's financing is not conditional on that.
Didn't he get access to the firehose, which is, AFAIK, -ALL- the data? (not the 50GB he tweeted about but supposedly a 2TB/day stream?)
The letter is throwing several pieces of shit against the wall and seeing which will stick.
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Mail a bill for $1B or more and somehow collect the debt?
Maybe the bank could choose to execute the purchase agreement but why would they since they (ironically) can’t force him physically show up and run Twitter.
I doubt SEC has any measures they can take through Tesla which would be weird.
He didn’t agree to “specific performance” expecting that to matter to him.
I suppose they could force him into bankruptcy which would end up with his ownership stakes in Tesla and SpaceX sold off. Given how much of a loose cannon he's become that would probably be better for other shareholders but who knows.
https://mobile.twitter.com/btaylor/status/154552608708969676...
> "The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery."
I have recently built a Twitter application with the new V2 API. They do have undocumented API rate limits[1] while the developer documentation says something else[2].
And if you see the discussions at Twitter developer forum, It takes a while for the Twitter representative to find that the issue is because of the undocumented rate limit because it's somewhere deeply integrated into their system(But still wouldn't update the official docs). Besides the Twitter rate limit covers every Twitter application used by the user incl. their official Twitter clients.
So I wouldn't be surprised if they gave Musk a privileged API token but forgot to whitelist it against their hidden, obscure rate limits; Of course this could have been noticed early on Musk's side and it's possible that they chose to attribute it to malice.
[1] https://twittercommunity.com/t/undocumented-twitter-list-rat...
[2] https://developer.twitter.com/en/docs/twitter-api/rate-limit...
His whole M.O. is degrading the power of the SEC and DoJ by pointing out they have very little enforcement power. This is just another example in his long journey of “what are they going to do if I just don’t follow the rules?”
Weird way for the richest man in history to live his life, but that’s probably just sour grapes on my part.
The only thing here is that Musk happens to be fascinated with electric cars and space travel (ever since he was a teenager). We just got lucky - he could as well have gotten into opioids or coal mining, and his desire to dismantle the laws and norms would have burned even brighter.
People are not surprised. People were expecting this. As evidenced by the discussion then and now. Also as evidenced by the contract which was drafted at the time between him and twitter.
This one comes across as particularly specious.
So Musk is complaining that Twitter has been failing its obligation to “conduct its business in the ordinary course” by firing some people and slowing hiring.
But there's a global slowdown going on! If Twitter hadn't taken these actions, he would be complaining about the opposite: that by not cutting costs, Twitter would be failing to conduct its business in the ordinary course in the current circumstances.
There's a reason why US courts have a very high bar for M&A buyers' cold feet. They don't want to be arbitrating this kind of ridiculous arguments.
He has never demonstrated engineering skills. He has always been a business manager. But with all of the business comedy he has performed this year, I am beginning to doubt his business skills too. Perhaps it's the VPs under him who managed the business well, while Elon remained the PR front person and primary investor. Much like SpaceX.
https://www.reddit.com/r/SpaceXLounge/comments/k1e0ta/eviden...
https://www.youtube.com/watch?v=hIPLmZK3C1Y
(Interesting some of the followers were "real" in that these were people who installed a program that ostensibly would tell them who recently followed or unfollowed them, but the program would also add followers they didn't know about. I saw many comments like "I opened twitter and for some reason I'm following 100 more people! WTF?") ... but about half of the paid followers seemed like bots.
Twitter claims that < 5% of their "monetisable daily active users" (aka mDAU) zfd bots, where mDAU is a very specifically defined term, but broadly represents "people that Twitter thinks they can count when they sell advertising". Bots don't tend to buy things, so any bots counted in mDAU is a mistake that will piss off advertisers. (Which would be bad for Twitter, hence why the number matters.)
That there are a lot of bots on Twitter is well known, and clearly true. That Twitter happily leaves most of them alone to do their own thing as long as they don't abuse the service is also well known, and quite sensible.
The question is whether Twitter is good about flagging them as bots. You could have a million bots following you, but as long as Twitter has correctly noted them as bots and not counted them as mDAU, then exactly 0 count as part of the 5% bots.
Nobody outside of Twitter knows who they are counting as part of their mDAU, which means nobody can cross check their numbers.
He's a smart idiot to put it kindly and a very lucky one at that despite all of his sincere and actual efforts.
Elon signed this deal before the biggest stock market crash for about 15 years. The deal is extremely expensive for him right now in terms of tesla shares.
He is just buying time and hoping tesla shares increase in the meantime.
He KNOWS he HAS to complete this deal legally.
That's it. It's not complicated.
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I don’t
The buyout offer was a ridiculous move that feels like it was predicated on hurt feelings over the board debacle, but it’s not the Chancery Court’s job to protect billionaires from themselves, and Musk is generally the sort of manager that the court casts as the bad guy in the little morality plays they make of cases. Doesn’t mean they’ll compel specific performance (I’m skeptical that an equity court is going to see that as the best option, not least because it’s not clear to me Musk would have enough cash to operate the company if the sale went through under current market conditions), but I suspect that, after protracted negotiations and litigation, either the board will accept a modest haircut on the offer (again, due to market conditions), or the court will award liquidated damages ($1bn) plus possibly some additional damages if Twitter wants to argue that Musk violated the confidentiality and nondisparagement provisions of the deal. (If the former, I suspect that we’ll see a bunch of strike suits from aggrieved shareholders land in court anyway, so buckle up for a lot of litigation regardless.)
I ended up suing them, won on all counts, and the deal had to go through.
Unfortunately, this company simply refused to do that even after the judge ruled against them, and I had to renegotiate the terms set by the judge.
That was one hell of a ride.
Point being, if Musk really doesn’t want it, even if Twitter wins a lawsuit, Musk will probably find another way to postpone or renegotiate or whatever. In the meantime, Twitter is not in a good shape, and this whole thing is probably hurting them so much more than that they could possibly benefit from.
a) You were happy to settle, which sounds understandable. But when the stakes are $44bn and most actors on Twitter's side are but agents for Twitter shareholders, their chief concern will be not breaking their fiduciary duties if they accept anything less than the maximum amount they could get. It's a bit hard to imagine how the legal bills for seeing this through could stack up to even .1% of the purchase price ($440m), and that's nowhere close to the discount that Musk will be looking for (with good reason imho, btw).
b) In your case the other party might have gotten away with dodging a court order to pay (or at least made it appear like that). That's pretty much unfathomable if you are literally the richest man on earth and live in the US.
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It appears they will make around $6B in annual revenues, I think their financial performance is better than most social media platforms, save FB. In what way, Twitter is not in good shape?
1. Buy more time until stock market (i.e. Tesla shares) recover 2. Renegotiate the price
Either one will probably mean he goes through with the deal. If he is under litigation for a year so be it, once the stock market recovers he's sacrificing a lot less of tesla to buy it.
It's a big IF though. If the US recession gets really bad and the Fed stops interest rate hikes, the market could recover very quickly. But equally if Powell wants to go the Volcker route, Elon is fucked probably, the market won't recover for years.
And in the meantime Elon's reputation I think is taking a massive hit. And I think a lot of his new political allies on the free speech side will be extremely disappointed. He might end up with no friends on either side.
So he is taking a big risk here.
The problem is that Tesla is massively over-inflated and Musk knows it and many people believe that was actually the reason for the whole twitter thing (Musk converting overinflated Tesla shares to fair-market value Twitter shares). With Tesla very likely losing the 'biggest EV maker' title to Volkswagen by the end of the year, it here has to be some sleight-of-musk for TSLA to recover.
So are they just negotiating at this point if Musk has a penalty number he's willing to pay?
They will just negotiate. Nobody wants to go through a lengthy legal process.
I think the number will be at 5b. Because, at 5b, Twitter gets a 1y revenue for virtually no cost. Twitter doesn't want to sell to a buyer who doesn't actually want to buy. It's not good for anyone.
Imagine Musk buying Twitter and starting open up exec emails knowing about the bot numbers being inaccurate.
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If true, he’s got an out.
The breakup fee is if an outside influence prevents the deal from going through. It’s not just for cases of “uh-uh i don’t wanna.”
That last statement does not follow everything else before. Courts have no power to do that.
The 1B$ is a "reverse breakup" fee, and applies when an outside force (like SEC or financing) prevents the deal. That 1B$ has nothing to do with any choices on either side, and is unlikely to factor into this process.
At this point they're clearly going to trial, and it's not unlikely that the cost to Elon will be somewhere in the neighborhood of the difference between the fair current market value (~20B$?) and the purchase price (~44B$).
My guess is it'll end up being ~10-15B$.
If Twitter "wins", they get Elon to pay the full market value. Now, they don't actually want Elon to be involved, so if Elon pays the difference between FMV and OPP (~$24B) that's essentially the same as buying then divesting with fewer steps.
If Elon "wins", he gets out paying nothing.
So the range is 0 to $24B.
Elon has a terrible case here, so the best negotiating tactic he has is being a disruptive asshole so TWTR just wants it done with (this is playing to his strengths). I'm also making a big assumption about the FMV, which could easily rebound a bit by EOY. With those factors pulling it down from 24, I'm expecting in the 10-15 range, and if I had to guess I'd say $12.5B.
Pick your own inputs for your own estimate, but this is the deal structure.
Deepwater settlement - $20 billion
VW Emissions settlement - $14.7 billion
I figure he ends up having to pay $10E+10, and everyone knows it, so he gets short-squeezed in Tesla stock, then margin called on any loans against his stock... then POOF
What?
Why would the current market price have anything to do here? Twitter want him to be forced to buy for $44B, not a penny less.
> in the neighborhood of the difference between the fair current market value (~20B$?) and the purchase price (~44B$).
The difference is 24B$ which is implied to be the upper bound. 10-15 is in the range 0..24.
Bret Taylor, Twitter board chair - 4:51 PM Chicago time · Jul 8, 2022
https://twitter.com/btaylor/status/1545526087089696768
Now the negotiations will take place and I suspect we will see something like a $10-$20B purchase agreement. Musk will have opportunity for due diligence if they sue. If they don’t sue him, then the shareholders sue Twitter (ironically probably some of the financiers).
Musk does not have a right to due diligence. Just a right to 'information reasonably relevant to the business'. And he has no right to terminate the merger based on that information.
He waived his DD so that’s 100% on him and his unchecked ego, like most of his problems he likes to blame on everyone else.
> Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction.
Is the merger agreement public?
The obvious legalese thing to do in Musk's buyers-remorse situation is to use the information rights to make demands so unreasonable no acquiree can reasonably honor them, which is exactly what he seems to have done here.
> 1. Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU.
> 2. Information related to Twitter’s process for identifying and suspending spam and fake accounts.
His principle activity is influencing. The main sticking point of the proposed merger is information on how Twitter polices fake accounts. Nothing suspicious about this at all. Reminds me of the time a wolf was interested in buying my farm, and mainly wanted to know when my dog was chained up and how long the chain was exactly.
Yes [1].
[1] https://www.sec.gov/Archives/edgar/data/0001418091/000119312...
https://www.sec.gov/Archives/edgar/data/1418091/000119312522...
(It's true some of the many other things that are claimed to be breaches relate to alleged failure to fulfill obligations to provide information that Musk supposedly wanted to determine if other claims that has been made were fraudulent, but that's different than alleging fraud.)
But they've been sending the SEC these same numbers calculated using the same methodology since 2013, right? If they were materially adverse circumstances, you'd imagine that someone would have caught this in the last 9 years...
How can you identify a "spam account"? It's not possible to definitively determine the intent of someone opening or using a new account.
So the numbers are arguable either way. Musk is using this fact to try to wriggle out of a disastrous impulse buy.
…
>the reason that elon musk can't get out of the deal over the bots thing is not that he "waived due diligence." it's that he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement does not have any outs for "i think there are too many bots."
- Matt Levine esq of Bloomberg
https://twitter.com/matt_levine/status/1545152302142689281
""" the reason that elon musk can't get out of the deal over the bots thing is not that he "waived due diligence." it's that he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement does not have any outs for "i think there are too many bots. """
... and ...
""" yes i know that this is a small petty thing. but part of my point is that even if he had demanded extensive due diligence, and done it, and then signed the agreement, we'd be in the same place. the waiver or not of due diligence doesn't matter; what matters is we're past that. """
“My offer was based on Twitter's SEC filings being accurate,”
Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case.
Ignoring whether this is a legitimate reason to back out of the agreement, Musk hasn't shown that Twitter has been filing fraudulent SEC filings so what does it matter anyway?
[0] https://twitter.com/matt_levine/status/1545151445057536001
https://twitter.com/matt_levine/status/1545151445057536001?s...
>>First, although Twitter has consistently represented in securities filings that “fewer than 5%” of its mDAU are false or spam accounts, based on the information provided by Twitter to date, it appears that Twitter is dramatically understating the proportion of spam and false accounts represented in its mDAU count. Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%.
Look at said SEC filing. It is worded in a way that is impossible to prove fraudulent with the kind of data Musk asked for. He could have proof positive that he is the only human account on Twitter and the Twitter SEC filing would likely not be construed as lying - it very explicitly states that it is a judgment call by the Twitter execs, based on some internal methodology, and that the real number could be higher.
The only way you could prove they lied to the SEC would be if you found emails that say something along the lines of "to the best of our knowledge, 20% of mDAUs are actually bots/spammers, but let's say 5% in our SEC filing".
Buying Twitter the way Musk did right before the most telegraphed recession in modern history was colossal stupidity. I have no insight to Musks liquidity, but if Twitter is able to force him to complete the sale in the middle of a raging recession then how much of his empire would be diminished by forced liquidations. And was this decision made so he could promote Shivon to CEO of Twitter? That could make it the most expensive (including the cascade of losses due to liquidation) gift to a mistress (?) in human history.
But Musk has a habit of escaping justice (see ‘pedo’ case which was egregious) and I have a feeling there would be little appetite to damage his empire due to the job losses it would cause, especially in a recession.
In that case, everybody I don't like loses, which is pretty close to me winning, I think.