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Twitter sues Elon Musk to hold him to $44 billion deal

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  • Twitter lawsuit accuses Elon Musk of contract breach
  • Twitter also accuses Musk of “secretly” accumulating shares in company between January and March without properly disclosing substantial purchases to regulators.
  • Musk did not immediately respond to a request for comment.

WILMINGTON: Twitter Inc has sued Elon Musk for violating his $44 billion deal to buy the social media platform and asked a Delaware court to order the world’s richest person to complete the merger at the agreed $54.20 per Twitter share.

“Musk apparently believes that he – unlike every other party subject to Delaware contract law – is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away,” said the complaint.

The lawsuit sets in motion what promises to be one of the biggest legal showdowns in Wall Street history, involving one of the business world’s most colorful entrepreneurs in a case that will turn on staid contract language.

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On Friday, Musk said he was terminating the deal because Twitter violated the agreement by failing to respond to requests for information regarding fake or spam accounts on the platform, which is fundamental to its business performance.

Musk, who is the chief executive officer of electric vehicle maker Tesla Inc, did not immediately respond to a request for comment.

The lawsuit accused Musk of “a long list” of violations of the merger agreement that “have cast a pall over Twitter and its business.” It said for the first time that employee attrition has been “on the upswing” since the deal was announced.

Twitter also accused Musk of “secretly” accumulating shares in the company between January and March without properly disclosing his substantial purchases to regulators, and said he “instead kept amassing Twitter stock with the market none the wiser.”

Shares of the social media platform closed at $34.06 on Tuesday, up 4.3%, but sharply below the levels above $50 where it traded when the deal was accepted by Twitter’s board in late April. The stock added another 1% after the bell.

Musk said he was terminating the merger because of the lack of information about spam accounts and inaccurate representations that he said amounted to a “material adverse event.” He also said executive departures amounted to a failure to conduct business in the ordinary course – although Twitter said it removed that language from the merger contract during negotiations.

Twitter also said it did not share more information with Musk regarding spam accounts because it feared he would build a competing platform after abandoning the acquisition.

Twitter called the reasons cited by Musk a “pretext” that lacked merit and said his decision to walk away had more to do with a decline in the stock market, particularly for tech stocks.

Tesla’s stock, the main source of Musk’s fortune, has lost around 30% of its value since the deal was announced and closed on Tuesday at $699.21.

In a separate filing, Twitter asked the court to schedule a four-day trial in mid-September.

In a memo to Twitter staff on Tuesday, Twitter Chief Executive Parag Agrawal sought to reassure employees about the future.

“We will prove our position in court and we believe we will prevail,” he wrote in the note, which was seen by Reuters.

Legal experts have said that from the information that is public Twitter would appear to have the upper hand.

“In its complaint Twitter is taking a strong position that Musk had a case of buyer’s remorse – and that, and not bots, is the reason for his decision to walk away from the deal,” said Brian Quinn, a professor at Boston College Law School. “The facts Twitter presents here make an extremely strong argument in favour of Twitter getting this deal closed.”

Musk is among Twitter’s most-followed accounts and the lawsuit included images of several of his tweets, including a poop emoji, that the company said violated the merger’s “non-disparagement” clause.

Musk tweeted the emoji on May 16 in response to a pair of tweets by Agrawal, explaining the company’s efforts to fight spam accounts.

It also included an image of a text message Musk sent Agrawal after Twitter sought on June 28 reassurances about Musk’s financing for the deal.

“Your lawyers are using these conversations to cause trouble,” Musk texted to Agrawal. “That needs to stop.”

Twitter noted that after Musk said he was terminating the deal, he sent tweets on Monday that Twitter said suggested his requests about spam were part of a plan to force spam data into the public sphere.

“For Musk, it would seem, Twitter, the interests of its stockholders, the transaction Musk agreed to, and the court process to enforce it all constitute an elaborate joke,” the lawsuit said.

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TikTok offers a special in-app experience to commemorate the release of Jimin’s second solo album, MUSE, by BTS.

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Calibre fans everywhere get the chance to interact with only-available content, take part in challenges, and get temporary rewards by visiting the #Jimin_Who hub. To find a time-limited, exclusive profile frame, search for relevant terms like “Jimin” and “BTS.” You’ll be provided with difficulties. Moreover, the hub offers high-calibre content produced by Jimin, such as his solo and collaborative works, Fan Spotlight, which highlights exceptional ARMY members and their works, and an immersive event honouring Jimin’s second album, MUSE.

TikTok is committed to enabling fans and artists to interact and create, as this programme demonstrates. The TikTok community worldwide is expected to find resonance in this experience, as BTS is one of the most popular accounts and #kpop is one of the fastest-growing genres on the platform, producing 59.8 million posts and 602 billion video views.

BTS (@bts_official_bighit) broke numerous records throughout their more than ten-year tenure, becoming the fourth-largest artist account on TikTok and cementing their status as pop icons of the twenty-first century.

The group’s hashtags, #bts and #bts_official_bighit, are part of 94.1 million creator videos and 33.4 million videos, respectively, and have over 65.5 million followers and 1.4 billion likes. Because of his solo work, Jimin has become an international phenomenon, inspiring millions of creator videos and views.

In over 22.9 million creator videos, hashtags pertaining to #jimin have appeared. The group’s TikTok dance video, which was viewed over 36.2 million times and received over 8.6 million likes, was inspired by Jimin’s #1 song, “Like Crazy,” which he released last year after his debut solo album FACE. The song inspired over 300,000 creator videos. The MUSE pre-release single “Smeraldo Garden Marching Band (feat. Loco)” has received 2.5 million likes and 11 million views on Jimin’s recent exclusive behind-the-scenes video.

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63,000 Instagram accounts are deleted by Meta

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The “Yahoo boys,” a group of Nigerian internet scammers, are well-known for their elaborate schemes, which include posing as needy individuals or promising phenomenal returns on investments from prominent Nigerian figures.

63,000 Instagram profiles, according to a statement by Meta, which also mentioned that 7,200 Facebook pages, groups, and accounts that offered advice on con artistry had been deleted.

The organisation also eliminated a smaller, more tightly-knit network of about 2,500 computers that belonged to a collective of about 20 people.

The prospect of compromising photos—fake or real—being released is used in sexual extortion, or “sextortion,” to coerce victims into paying to halt the abuse.

Meta notified the scammers’ attempts to the U.S. National Centre for Missing and Exploited Children, as most of the scammers’ attempts were unsuccessful and largely targeted adults, but there were also attempts made against kids.

The disruption of these networks was not new, according to Meta officials, who also disclosed the current operation in an effort to “raise awareness.”

Governments, particularly lawmakers in the US, where Meta is headquartered, have increased pressure on the social media behemoth to address allegations that its executives have disregarded data indicating that its services are harmful to children. As a result, the company has been under defensive fire in recent years.

One American senator charged Mark Zuckerberg, the CEO of Meta, and other prominent figures in the social media space earlier this year, saying they had “blood on their hands” for not doing enough to shield young people from the growing risks of sexual predatory content on their platforms.

Additionally, in an effort to raise awareness of these risks, the U.S. Surgeon General has advocated for social media apps to have a warning label attached.

A part of the national penal code that dealt with fraud ineffectively gave rise to the term “419 scams” for Nigerian con artists.

Online frauds have increased in number, with individuals responsible operating from wealthy neighbourhoods, college dorms, or impoverished suburban areas while the nation of more than 200 million people experiences increasing economic woes.

A few users, according to Meta, were giving advice on how to pull off scams.

It stated, “Among their attempts were links to photo collections that they could use to create fictitious accounts, as well as offers to sell scripts and instructions to deceive people with.”

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Google abandons its plans to do rid of cookies in Chrome

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The significant change in course comes as a result of worries expressed by advertisers, who provide the majority of the company’s revenue, that their capacity to gather data for customised advertisements will be restricted due to the removal of cookies from the most widely used browser in the world, leaving them reliant on Google’s user databases.

Due to worries that Google’s proposal would stifle competition in the digital advertising market, the UK’s Competition and Markets Authority has also carefully examined the proposal.

“Rather than discontinuing third-party cookies, we would launch a fresh experience in Chrome that empowers individuals to make a knowledgeable decision that is applicable to all of their online browsing, and they could modify that decision whenever they choose,” stated Anthony Chavez, vice president of the Privacy Sandbox project, which is supported by Google, in a blog post.

A major objective of the Privacy Sandbox project, which was started in 2019 by Alphabet (GOOGL.O), opens new tab unit, is to phase out third-party cookies while simultaneously improving online privacy and boosting digital enterprises.

Though they can potentially be used for unauthorised monitoring, cookies are information packets that websites and advertisers use to identify specific online users and follow their browsing patterns.

Within the European Union, publishers are required to obtain explicit agreement from users before storing cookies, as per the General Data Protection Regulation (GDPR). Cookie deletion is another feature that most popular browsers offer.

While continuing to fund the Privacy Sandbox programme, Chavez stated that Google was collaborating on the new strategy with publishers, privacy organisations, and regulators like the UK’s Information Commissioner’s Office and CMA.

Many responded differently to the announcement.

Analyst Evelyn Mitchell-Wolf of eMarketer stated in a statement, “Advertising stakeholders won’t have to prepare to quit third-party cookies cold turkey.”

One example of how cookies can hurt consumers is when they display predatory advertisements that target specific demographics, according to Lena Cohen, a staff technologist at the Electronic Frontier Foundation. According to Cohen, Google’s choice to keep accepting third-party cookies is a direct result of their advertising-driven business model, even though other major browsers have been banning them for years.

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