Twitter may only have bad options left in its battle with Elon Musk
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.
Trader Joe’s: A Unique Grocery Shopping Experience
Discover the unparalleled shopping experience at Trader Joe’s, a renowned grocery store chain offering a wide range of high-quality products at affordable prices. Explore the diverse selection, innovative offerings, and friendly atmosphere that make Trader Joe’s a favorite destination for food enthusiasts.
Introduction: Welcome to Trader Joe’s
Trader Joe’s has revolutionized the grocery shopping industry with its distinctive approach to retail. With a commitment to providing unique and high-quality products, Trader Joe’s has garnered a loyal following of customers who are eager to explore the ever-changing assortment of items on their shelves. In this article, we will delve into the world of Trader Joe’s and explore the reasons why it stands out from the competition.
Trader Joe’s: A Shopper’s Paradise
A Haven for Food Enthusiasts
Trader Joe’s is more than just a grocery store; it’s a paradise for food enthusiasts. With an extensive selection of gourmet and specialty items sourced from around the world, Trader Joe’s caters to the discerning palate. From unique snacks and appetizers to artisanal cheeses and decadent desserts, there’s always something new and exciting to discover at Trader Joe’s.
Unbeatable Prices and Value
One of the hallmarks of Trader Joe’s is its commitment to providing exceptional value to its customers. While the store offers a wide range of high-quality products, it manages to keep its prices affordable. This combination of quality and value is what sets Trader Joe’s apart from its competitors, making it an attractive option for budget-conscious shoppers.
A Neighborhood Vibe
Step into any Trader Joe’s, and you’ll immediately notice the warm and welcoming atmosphere. With friendly staff members who are always ready to assist you, shopping at Trader Joe’s feels like a visit to your neighborhood store. The company prides itself on fostering a sense of community and creating an enjoyable shopping experience for its customers.
Exploring Trader Joe’s Selection
A Cornucopia of Fresh Produce
Trader Joe’s offers an impressive selection of fresh fruits and vegetables, sourced from trusted suppliers. Whether you’re in search of everyday staples or exotic produce, Trader Joe’s has you covered. From crisp apples to vibrant heirloom tomatoes, their produce section boasts a colorful array of options that will inspire any home cook.
Delightful Dairy and Cheese Selection
Cheese lovers rejoice! Trader Joe’s is renowned for its diverse selection of cheeses from around the world. From creamy Brie to tangy blue cheese, you’ll find a range of flavors and textures to suit your taste buds. Pair your favorite cheese with their assortment of crackers and you’re in for a treat.
International Flavors Galore
At Trader Joe’s, you can embark on a global culinary adventure without leaving the store. Their shelves are stocked with a wide variety of international ingredients and products, allowing you to explore different cuisines and expand your culinary horizons. Whether you’re in the mood for Thai curry, Italian pasta, or Indian spices, Trader Joe’s has everything you need to create authentic and flavorful dishes.
Unique and Innovative Offerings
One of the reasons why Trader Joe’s is so beloved is its constant introduction of unique and innovative products. The store takes pride in being a trendsetter in the grocery industry, and customers eagerly anticipate the arrival of new items. From seasonal treats to unexpected flavor combinations, Trader Joe’s never fails to surprise and delight its customers.
Frequently Asked Questions (FAQs)
1. What makes Trader Joe’s different from other grocery stores?
Trader Joe’s stands out from other grocery stores due to its unique selection of products, unbeatable prices, and friendly atmosphere. The store offers an exciting array of gourmet and specialty items, all at affordable prices,making it a destination for food enthusiasts. Additionally, Trader Joe’s prides itself on creating a neighborhood vibe with its welcoming staff and sense of community.
2. Does Trader Joe’s offer organic and healthy options?
Yes, Trader Joe’s is known for its commitment to offering a wide range of organic and healthy options. The store carries a variety of organic produce, as well as organic dairy products, meats, and pantry staples. In addition, Trader Joe’s has a selection of gluten-free, vegan, and vegetarian products to cater to different dietary preferences and needs.
3. Are Trader Joe’s products affordable compared to other grocery stores?
Yes, Trader Joe’s is renowned for its affordability. While providing high-quality products, Trader Joe’s manages to keep its prices competitive. This combination of quality and value makes it an attractive choice for shoppers looking to get the most out of their budget.
4. Can I find international ingredients and spices at Trader Joe’s?
Absolutely! Trader Joe’s takes pride in offering a diverse range of international ingredients and spices. Whether you’re looking for exotic spices for a specific recipe or unique international snacks, Trader Joe’s has a selection that will satisfy your culinary cravings.
5. Are there any Trader Joe’s branded products?
Yes, Trader Joe’s has its own line of branded products. These Trader Joe’s branded items are carefully curated and developed to meet the company’s high standards for quality and taste. From snacks and pantry staples to frozen meals and beverages, you’ll find a variety of Trader Joe’s branded products throughout the store.
6. Does Trader Joe’s have a return policy?
Yes, Trader Joe’s has a customer-friendly return policy. If you’re not satisfied with a product you’ve purchased, you can return it to the store with a receipt for a full refund. Trader Joe’s aims to ensure customer satisfaction and stands behind the quality of their products.
Conclusion: A Shopping Experience Like No Other
Trader Joe’s offers a shopping experience that is truly unique. With its diverse and high-quality product selection, unbeatable prices, and friendly atmosphere, it has become a favorite destination for food enthusiasts and budget-conscious shoppers alike. Whether you’re searching for everyday essentials, international ingredients, or innovative snacks, Trader Joe’s has something to offer. So, the next time you’re in search of a grocery store adventure, don’t miss out on the vibrant and exciting world of Trader Joe’s.
Rebbe’s Dollar distribution
Uncover the extraordinary story of the Rebbe’s Dollar distribution, a powerful tradition that has transformed lives and inspired acts of kindness across the globe.
The Rebbe’s one-dollar bill, a symbol of charity and compassion, continues to embody the spiritual legacy of Rabbi Menachem Mendel Schneerson, inspiring countless individuals to embrace a life of giving and kindness.
Every Sunday, people from all walks of life – Jews and non-Jews alike – would line up outside the Rebbe’s residence at 770 Eastern Parkway in Brooklyn, New York, eager to receive a dollar bill and a blessing from the Rebbe.
It was a testament to the universal nature of the Rebbe’s message of love, kindness, and the power of good deeds.
The Rebbe would hand out dollar bills to each individual, instructing them to donate the money to a charity of their choice. Through this small act of giving, the Rebbe instilled the value of charity and the potential of a single dollar to create positive change.
Sustainable Diamonds – What You Need to Know About Lab-Grown Diamonds in NZ
The use of lab grown diamonds NZ in jewellery has been growing rapidly over the last few years. This is because they are eco-friendly, and they cost less than mined diamonds. However, it is essential to understand the differences between a lab-grown and a mined diamond before making a purchase decision.
A Lab-Grown Diamond is a synthetic diamond created by humans in a lab instead of being mined from the ground. They are similar to natural diamonds in almost every way, except that they do not cloud or lose their luster over time.
There are several processes that can be used to grow a diamond in a lab, but the most common ones are High Pressure-High Temperature (HPHT) and Chemical Vapor Deposition (CVD). These methods are incredibly complex, but they have the same end goal: to replicate the conditions that naturally occur when a diamond grows on the earth’s surface.
Unlike mined diamonds, formed after millions of years of exposure to extreme heat and temperatures within the earth’s crust, lab-grown diamonds are created by scientists in a controlled environment. This allows them to mimic the same physical and chemical properties of natural diamonds, while also being significantly cheaper and environmentally friendly.
How They’re Made
When a diamond seed is placed inside of a sealed chamber, it is pressurized and heated until the carbon particles break down and crystallize into a fully grown diamond. This process is called growing a diamond in a lab, and many companies have done it since the 1960s.
In addition to being more sustainable, lab-grown diamonds are more ethical than mined diamonds because they don’t heavily impact the environment. For example, a study by Frost & Sullivan found that for each carat of diamonds mined using traditional methods, nearly 100 square feet of land is disturbed and more than 5,798 pounds of mineral waste are created.
Another great thing about lab-grown diamonds is that they don’t consume as much water in the making process. This is because the processes involved in creating a mined diamond require significant amounts of water, and they also create a lot of pollution.
This can lead to many issues, including depleted water supplies and environmental calamities. In addition, the soil can be destroyed, and in turn, the land is rendered unusable once mining operations have ceased.
It is also worth noting that lab-grown diamonds don’t contribute to global warming like mined diamonds, as their carbon is sourced from CO2 emissions. This is a very good thing for the planet, and it is one of the major reasons why people are switching to lab-grown diamonds instead of mined diamonds.
If you want to buy a piece of jewellery with a lab-grown diamond, you’ll need to do some research and make sure that you are getting a good deal on the product. You can do this by checking out prices at different retailers and comparing the costs. You can then choose which option is best for you and your budget.
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