New York (CNN Business)First, Elon Musk wanted to buy Twitter, but it wasn’t clear if the company would be on board. Then the two sides agreed to a stunning, $44 billion deal. Now, Musk wants out of the agreement and Twitter is suing to stop him.
Less than three months after Musk and Twitter agreed to the billion acquisition, the two parties appear bound for a courtroom to determine the fate of the deal. No matter the outcome of the case, one thing seems certain: Twitter will have to continue confronting a painful amount of uncertainty for its business and employees from the ongoing Musk drama.
Musk moved to terminate the acquisition agreement last week, alleging that Twitter (TWTR) breached the deal by failing to hand over data he says he needs to evaluate the number of bots and spam accounts on the platform. This week, Twitter hit back with a 60-plus-page lawsuit that accuses Musk, not the company, of violating the agreement and seeks to compel him to follow through with the deal.
Many merger and acquisition experts agree that Twitter has the stronger legal argument. Twitter claims in its suit that with financing commitments for the deal still intact, no apparent issues with regulatory approval and cooperation by the company itself, Musk has no standing to walk away from the agreement.
But a possible stronger legal argument doesn’t necessarily mean Twitter is on strong footing in other ways. Twitter was already struggling to grow its advertising business and user base before Musk got involved. Like other tech companies, Twitter is also trying to cut down on costs amid rampant inflation and fears of a recession.
With the suit, the company is primed to enter a legal battle with the richest man in the world that risks dragging on for months. (Twitter filed a motion for expedited treatment of the case, requesting a four-day trial in September.) If it prevails, Twitter could effectively force a billionaire who, according to its own complaint, has repeatedly disparaged “Twitter and its personnel” to become its new owner.
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It’s a strange conundrum for the company — especially after its users and employees have expressed concerns about Musk as an owner — but since the deal price of $54.20 per share represents a huge premium over Twitter’s current stock price, Twitter’s board has a duty to shareholders to try to see the deal through, or at least to get as much money out of Musk as possible. And the only way a court will side in its favor is if Twitter shows it is making a good faith effort to complete the agreement.
Alternatively, Twitter could negotiate a lower price for the deal or a settlement that allows Musk to walk away — and hope that its shareholders don’t disapprove. Or Musk could win and walk away, leaving Twitter with nothing, or worse. Deal or no deal, Musk remains one of Twitter’s largest shareholders, but that too could change if he chooses to wash his hands of the company, with potential ripple effects for the company’s other shareholders.
In the meantime, the company is left with distracted leadership and demoralized employees as well as users, advertisers and shareholders unclear about the platform’s future.
“It’s hard to imagine how the company is going to get itself together and go forward” regardless of how the suit resolves, said Carl Tobias, a professor at the University of Richmond School of Law. “It may just not have a very happy resolution, unfortunately.”
Twitter declined to comment for this story. Musk has not commented directly on the lawsuit, but shortly after it was filed, he tweeted “Oh the irony lol.”
Bracing for a ‘messy’ legal battle
In his letter seeking to terminate the deal, Musk’s legal team hinted at his likely arguments in the case. In addition to his claims that Twitter has not upheld its obligations to share information, the letter alleges (without providing evidence) that the company’s public statements that fake and spam accounts make up around 5% of its monetizable daily active users were false or misleading.
“What he seems to be after here is an exit ticket to just get off the ride and walk away for nothing,” said Eric Talley, a corporate law professor at Columbia Law School. But, he added, those arguments may be difficult to stand up in court. “They all have a tinge of wishful thinking.”
In particular, Musk’s claim that he relied on misleading public statements by Twitter about bots when making the deal “flies in the face of his entire behavior leading up to the transaction,” Talley said. Twitter noted as much in its lawsuit, pointing to Musk’s public statements about wanting to purchase the company so that he could “defeat the spam bots.” Essentially, it’s hard for Musk to argue he didn’t know about Twitter’s bots when he explicitly said that was his reason for buying the company in the first place.
Twitter’s complaint also alleges that on April 9, the day Musk said he wanted to buy Twitter outright instead of joining its board, Musk texted Twitter board chair Bret Taylor. In his text, Musk allegedly said that “‘purging fake users’ from the platform had to be done in the context of a private company because he believed that it would ‘make the numbers look terrible.'”
Twitter’s lawsuit also pushes back on the idea that it has resisted sharing information with Musk. On top of handing over its “firehose” of data about tweets on the platform and “a detailed summary” of its process for measuring bots, Twitter representatives also held multiple meetings with Musk’s team and offered the opportunity for others, which Musk declined or ignored, the complaint alleges.
Legal experts note that the original acquisition agreement grants Twitter significant leeway to determine if information requests are “reasonable” and tied to the completion of the deal, and to deny them if they could harm the company competitively.
Musk also claims that Twitter violated an agreement to operate its business normally ahead of the merger by letting go of two executives and announcing lay-offs of a portion of its recruiting team. Twitter, however, noted in its complaint that while Musk had requested a provision requiring Twitter to seek his consent before making such changes to its workforce, “Twitter successfully struck that provision before signing” the agreement. Furthermore, Twitter alleges that it tried to introduce employee retention programs, but Musk prevented them from being enacted.
Musk will largely bear the burden of proving that he did not simply “wake up with a huge financial hangover” and that his claims are not a pretext to get out of the deal, according to Talley.
“It’s going to be a very messy litigation,” said Kenneth Henderson, a partner at law firm Bryan Cave Leighton Paisner.
‘How long can Twitter last?’
Ultimately, the court will examine whether or not there has been a breach of contract, either by Musk or Twitter. If it sides with Musk and finds that Twitter has breached the deal, it could allow the billionaire to walk away, and potentially sue the company for damages, experts say.
But if the court sides with Twitter and finds that Musk’s attempts to exit amount to a violation of the deal, Twitter is entitled to ask the court, as it does in its suit, for specific performance, a remedy in which Musk would receive an injunction forcing him to close the deal. While specific performance clauses are often included in large corporate acquisition contracts, they don’t often need to be executed, meaning the court will have limited precedent to rely on in evaluating the case between Twitter and Musk, according to Henderson.
There is some public debate as to whether the Delaware Chancery Court, where the case was filed, will be willing to grant specific performance in this case, given Musk’s unpredictable nature and the possibility he might not comply with the decision. “The courts in Delaware, courts all over, are very concerned about issuing a decision or issuing an order that then is ignored … it reflects poorly on the court,” Carolyn Berger, former vice chancellor of the Delware Chancery Court, told CNBC on Wednesday.
Still, Talley said he doesn’t think the court would shy away from ordering such a remedy, if it finds that Musk’s attempt to walk away violates the deal. “The court has not generally blinked in cases where you’ve signed up for a deal and you get buyer’s remorse and you try to walk away, the one stock and trade that we have as a judicial system is our willingness to enforce contracts so we’re going to do that,” Talley said.
Exploring the Mystique: Night Cloaked Deck
A night cloaked deck carries an enigmatic allure, a veil of mystery draped over its wooden expanse. As shadows dance and moonlight cascades, it transforms into an ethereal stage for solitude, contemplation, or revelry. Delving into the secrets and stories concealed within this nocturnal realm unveils an intriguing journey.
The night cloaked deck beckons, shrouded in darkness, yet holding a unique charm. Each step across its boards whispers tales of mystique, inviting exploration into its nuanced beauty. Let’s embark on a guided tour through this intriguing domain.
Night Cloaked Charm
The night cloaked deck, an extension of the home, possesses a unique allure. Its charm lies in the interplay of darkness and subtle illumination, creating an ambiance unlike any other. Imagine the quietude enveloping this space, offering solace and a canvas for myriad emotions.
Under the soft glow of moonlight, the deck transforms into a sanctuary of serenity. Its wooden slats, bathed in silver hues, create an enchanting environment for relaxation or intimate conversations. Embracing the tranquility of these moments becomes a captivating experience.
The night cloaked deck amplifies the sensory experience, engaging not just sight but also sound and smell. The rustle of leaves, the gentle breeze, and the scent of nighttime blooms contribute to a symphony of nature, enhancing the ambiance.
Occasionally, the night cloaked deck becomes a stage for inexplicable occurrences. From rustling unseen presences to the flicker of distant lights, inexplicable encounters add to its mystique, leaving occupants in awe of the unknown.
The obscurity of the night invites contemplation and sparks creativity. Writers find inspiration, artists capture ethereal scenes, and dreamers weave tales under the night’s shroud, drawing from the mysterious allure of the deck.
As nightfall descends, the deck becomes a mirror to one’s thoughts and emotions. It’s a space for introspection, where the silence echoes personal reflections, fostering a deeper connection with oneself and the surrounding world.
The night cloaked deck serves as a bridge between the earthly and celestial realms. Stargazers find solace in celestial observations, connecting with the cosmos while grounded on this earthly platform, blurring the boundaries between the mundane and the divine.
Shadows cast by the night cloak hold their own secrets, dancing to the rhythm of the night. Their movements create an ever-shifting landscape, enticing occupants to interpret and derive meaning from their elusive whispers.
Engaging in conversations on the night cloaked deck feels otherworldly. Discussions under the vast expanse of the night sky infuse a sense of profundity, fostering dialogues that transcend the ordinary, tapping into deeper realms of thought.
In the midnight hours, the deck becomes a confidant, witnessing personal revelations and epiphanies. It’s a space where individuals confront their truths, finding solace in the silent embrace of the night.
Unveiling the Night Cloaked Deck
At first glance, the Night Cloaked Deck appears as a symphony of darkness woven into each card. However, beneath this mysterious facade lies a rich tapestry of symbolism and storytelling. Each card whispers tales of ancient wisdom, drawing inspiration from esoteric knowledge and mythological narratives.
The Intriguing Origins
Understanding the Night Cloaked Deck requires delving into its origins. Legends trace its genesis to clandestine circles of mystics in medieval Europe. It is said that these cards were crafted by secretive artisans who infused them with hidden meanings, often serving as a conduit for divination and introspection.
Decoding the Symbolism
The Moonlit Arcana: The Night Cloaked Deck’s symbolism thrives in the shadows. The moonlit arcana carries the essence of the deck, depicting celestial bodies, nocturnal creatures, and veiled figures. Each card whispers ancient wisdom, offering insights into the unknown realms of the subconscious.
Encoded within the intricate designs are esoteric encryptions, a cipher that reveals itself to the initiated. Symbols intertwine, forming a language that transcends the ordinary, inviting the seeker to unravel profound truths hidden within.
The Allure of Interpretation
Interpreting the Night Cloaked Deck transcends mere divination; it’s an art form that requires intuition and understanding. Each draw tells a unique story, a narrative shaped by the symbiotic dance between the seeker’s energy and the cards’ enigmatic messages.
The Unraveling of Mystery
Unveiling the secrets of the Night Cloaked Deck requires patience, reverence, and a willingness to embrace the unknown. Its enigma beckons those who dare to embark on a journey of self-discovery and introspection.
Embracing the Night Cloaked Wisdom
In a world often cloaked in the mundane, the Night Cloaked Deck emerges as a beacon of mystery and enlightenment. Embrace its whispers, decode its symbolism, and unravel the profound mysteries it holds within.
Journey into the Shadows
The Night Cloaked Deck isn’t just a collection of cards; it’s a gateway to a realm where mystery and wisdom converge. Each shuffle, each draw, is an invitation to embark on a transformative journey, guiding seekers through the labyrinth of the subconscious.
The Final Revelation
In a universe brimming with enigmas, the Night Cloaked Deck stands as a testament to the eternal pursuit of knowledge and enlightenment. Its cryptic allure remains an eternal beacon, guiding those who seek to navigate the shadows and embrace the profound revelations within.
- Is a night cloaked deck suitable for all weather conditions? Yes, but regular maintenance is crucial to withstand different weather elements.
- How can I enhance the ambiance of my night cloaked deck? Adding soft lighting, comfortable seating, and potted plants can elevate its charm.
- Are there safety measures to consider for a night cloaked deck? Ensuring sturdy construction, proper railing, and adequate lighting are essential for safety.
- Can a night cloaked deck affect property value? A well-designed and maintained deck can potentially increase property value.
- What materials are ideal for a night cloaked deck? Durable wood, composite materials, or treated lumber are commonly used for decks.
- How can I protect my night cloaked deck from environmental damage? Regular cleaning, sealing, and timely repairs help protect the deck from wear and tear.
- Is it advisable to use the night cloaked deck during extreme weather conditions? It’s safer to avoid the deck during severe weather conditions to prevent accidents.
- Can I personalize my night cloaked deck? Yes, adding personal touches like decor, furniture, and color schemes can personalize the space.
- Does the size of the deck impact its overall allure? While size matters, optimizing the space and its functionality play a significant role in its appeal.
- How do I maintain the tranquility of the night cloaked deck? Regular upkeep, minimizing clutter, and creating a serene atmosphere contribute to maintaining its tranquility.
A night cloaked deck embodies an otherworldly charm, weaving together elements of mystery, tranquility, and inspiration. As it stands silently under the cover of night, it offers a canvas for personal introspection, creative pursuits, and serene moments, becoming a cherished sanctuary within one’s home.
The allure of this nocturnal domain lies not just in its physical presence but in the stories, inspirations, and connections it fosters, making it an integral part of life’s journey under the night sky.
A Beginner’s Guide to Renting a Luxury Cottage For The Holidays
Holidays offer an excellent opportunity to unwind and connect with family and friends. While high-end hotels sometimes feel impersonal, a luxury cottage rental can provide a more authentic and comfortable experience.
Plenty of lavish cottages are available for rent, but weighing various aspects before settling on the ideal one for your getaway is essential. This guide is tailored for beginners looking to spend their holiday in a luxurious cottage.
1. Check Legal Complications
When selecting a luxury cottage, examining its legal aspects is crucial. Many luxury cottages offered for rental have a lease or rental agreement with a set time limit, which safeguards both parties. If you plan on renting a luxury cottage, it’s essential to have this agreement reviewed and validated by a qualified attorney before signing it.
Within the rental agreement, check for details such as the names and addresses of the parties involved, the monetary amount, and the duration of the lease. Pay close attention to the specific time frame the agreement is valid.
2. Ask for Specifics ASAP
Once you’ve assembled a list of potential luxury cottages cornwall, initiating communication with the property owners is essential for a hassle-free booking experience. Start by sending inquiries and being candid about your questions, apprehensions, and expectations. Receiving a similar level of openness from the owner is key to creating a mutual understanding.
Inquire about amenities, house rules, guest capacity, and other pertinent details. This will help dispel any uncertainties and supply crucial information before you confirm your reservation. Clear communication and shared comprehension with the property owner is vital for a smooth luxury cottage vacation.
3. Consider the Location
When an oceanfront vista is a non-negotiable requirement, and the property listing explicitly indicates its location is several blocks from the shore, it’s best not to reserve that particular accommodation.
Similarly, if you desire to be close to a bar, but the property is in a rural area many miles away, you can’t later complain if it’s as described. Don’t assume that something will be available unless it is specifically listed in the description. For instance, parking space is often essential for guests, but unless mentioned in the listing, don’t assume a private parking spot will be offered.
4. Security-related Issues
Take note of all possible entry and exit points, and if necessary, ask the landlord to secure certain areas and provide you with shared locks. Ensure that no duplicate keys are available without you knowing about them.
5. Book in Advance
Luxury cottages often fill up a year in advance due to returning guests. Start your search as early as possible to secure your preferred dates and location, especially if you have limited flexibility.
Once you’ve found the ideal rental property, familiarize yourself with cancellation policies, pet guidelines, check-in/check-out times, and any additional fees before booking. Using a specialized service, you can typically reserve a cottage online. Remember that prices for high-demand periods tend to increase as the dates approach.
6. Look at Reviews
Reviewing past guests can offer a good idea of what to expect during your stay. However, one or two high ratings should not deter you as it indicates honest feedback. Multiple negative reviews, particularly mentioning issues with cleanliness or a discrepancy between the description and actual rental, should raise a red flag.
Checking the rental’s social media accounts is a smart move to gain an understanding of the owner as well as read comments from past guests.
Holidays Are Better When Renting a Luxury Cottage
Renting a luxury cottage is often more enjoyable than reserving a hotel room. A luxury cottage has essential amenities, including well-equipped kitchens, to ensure a cozy stay. This alternative presents greater convenience and practicality than a traditional hotel room.
A Beginner’s Guide to Purchasing a Caravan
Purchasing a caravan home opens up many possibilities, such as road trips and going to many new places. However, since you are purchasing a caravan for the first time, it can be tedious. Also, you might be worried that the caravan you might end up with won’t meet your standards. In this article, you’ll learn how to purchase your first caravan and ensure it’s the one that meets your criteria.
What to Determine in Buying Your First Caravan?
It can be easy to get carried away in your desire to go out on a road trip in a caravan. But you’ll need to control those urges first because you’ll need to consider some factors before purchasing a caravan for your camping or road trip. Here are the determiners in buying your first caravan:
Do A Little Research First
Researching new and used caravan online dealers will help you narrow down your options for a caravan. Check the reviews of their previous customers as it should tip whether the dealers you will meet are legit or not worth your time and money.
An alternative method here is to be on the lookout for announcements about caravan and motorhome shows near you. These events can help you find the ideal caravan.
Have A Set Budget
To further narrow down your options in buying a caravan, you will need to come up with a rough estimate of how much you are willing to spend for a caravan. Invest in additional expenses such as repairs and peripherals, and give your caravan insurance. Make sure that the expenses are within the boundaries of your budget.
Here’s a little tip, some caravans are sold alongside their many amenities. If you’ve managed to stumble upon one – you might want to purchase it since all of the features you wanted in your caravan are already there. No more additional expenses to buy them yourself. However, you’d want to check whether the caravan’s dealer has a positive reputation.
Factor in The Size and The Towing Weight
Knowing the weight of your car is the next factor in purchasing a caravan, as it will be the one pulling the caravan. You must identify your car’s gross vehicle weight (GVM) or maximum authorized mass (MAM), expressed in kilograms, to see the type of caravans it can tow along the road.
By determining the maximum weight your car can take, you can determine what size of caravan you will need.
Take A Look at The Caravans
Once you’ve settled on a budget, know how much weight your car can pull, and researched the dealers near you, it’s time to visit and see the caravans in person. Look for caravans that are of high quality yet reasonably priced.
Check every corner of the caravan that you intend to purchase. Make sure that everything inside the caravan is working as intended. No faulty power systems, the engine’s well-maintained, and no sign of dampness inside.
Scrutinizing every corner of the caravan is crucial, especially if you’re purchasing a second-hand caravan. As said, ensure everything works properly because faulty power and gas leaks can pose a serious problem during your road trip.
Buy A Caravan For Your Dream Road Trip!
Now that you’ve learned how to purchase your first Caravan, you’d want to follow these steps for a worthwhile purchase. To recap, know your dealers, factor in your car’s pull weight, determine your budget, and check the caravan you intend to buy. Once you’ve finally purchased the caravan you’ve wanted, you’re all set to hit the road and camp somewhere with friends or family.
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