Twitter accuses Elon Musk of 'sabotage' in first court face-off



Lawyers for Twitter accused Tesla and SpaceX CEO Elon Musk of attempting to "sabotage" his $44 million agreement to purchase the social media company on Tuesday in the first hearing of a lawsuit to force the billionaire to close the deal.

The legal teams for Musk and Twitter met in court Tuesday to argue over how soon the case will go to trial. Twitter's attorneys are seeking an expedited process and want a four-day trial to occur in September. Musk's lawyers argue there is no need to rush and want the trial to take place in February 2023.

Twitter lead counsel William Savitt blasted Musk and argued strongly against delay, CNN reports. He said that continuing uncertainty over the deal and this lawsuit "inflicts harm on Twitter everyday, every hour and every day." He also accused Musk of violating his agreement by disparaging Twitter on its own platform.

"Musk has been and remains contractually obligated to use his best efforts to close this deal," Savitt said. "What he's doing is the exact opposite; it's sabotage."

Fewer than three months after Twitter Inc. announced it had accepted Musk's offer to buy Twitter for $54.20 per share, the billionaire businessman attempted to back out of the deal. On July 8, Musk's attorney Mike Ringler alleged in a letter that Twitter had failed to meet its contractual obligation to turn over information that would let Musk assess how many fake or spam accounts are on the platform.

The company has estimated about 5% of the users on its platform are fake or bots, but Musk has claimed the number could be much greater, possibly 20% or more.

Twitter responded with a lawsuit seeking to force Musk to complete the deal. The company alleged that Musk was using bots as a pretext to pull out of a purchase he felt buyer's remorse for. It is asking the court to force Musk to hold up his end of the bargain.

Tuesday's dispute over the timing of the trial reflects the different priorities of the two parties. Twitter reportedly said a speedy trial is needed to complete the deal before a "drop dead" date of October 24, when both sides had previously agreed to complete the transaction, and to "protect Twitter and its stockholders from the continuing market risk and operational harm resulting from Musk's attempt to bully his way out of an airtight merger agreement."

Musk's attorneys have accused Twitter of asking for an "extreme expedition" and asserted that more time is needed for discovery of the bot question. They also refuted Twitter's point about the "drop dead" date, arguing the agreement stipulated that if either party filed litigation over the deal it would no longer apply.

Savitt responded by telling presiding judge Chancellor Kathaleen St. Jude McCormick that there was no need for months of discovery to gather claims on the bot question, which he said is "emphatically and plainly not before the court in this case."

"Nothing in the merger agreement turns on that question, there is no representation or warranty in the merger that is related to how many false accounts there may be on Twitter," Savitt said.

He added that if fake accounts were a concern, "Musk could have conducted diligence about this issue" before agreeing to buy Twitter, but he did not.

McCormick is expected to issue a decision on the timing of the trial at a later date, CNN reports.

Musk has reportedly agreed to pay a $1 billion fine to Twitter if the deal is not completed.

Elon Musk breaks silence on Twitter deal controversy with meme that may reveal his strategy



After going silent on social media for several days, billionaire Elon Musk responded to the controversy over his decision to pull out of his deal to purchase Twitter early Monday — tweeting out a meme of him laughing after Twitter reportedly lawyered up to enforce the agreement.

News broke Friday that Musk is seeking to terminate his agreement to buy Twitter for $44 billion because he claims Twitter refused to turn over information that would enable him to calculate the number of fake or spam accounts on the platform. Musk's decision was upsetting to many people who had come to believe his prospective takeover of Twitter would make the company less hostile towards free speech and end the censorship of prominent conservative figures, including former Republican President Donald Trump.

It was also upsetting to Twitter Inc., which hired lawyers from a high-powered business firm to sue Musk to complete the deal, Bloomberg reported.

Instead of commenting on the controversy directly, Musk tweeted a meme showing him laughing at different captions.

"They said I couldn’t buy Twitter; Then they wouldn’t disclose bot info," the captions read. "Now they want to force me to buy Twitter in court; Now they have to disclose bot info in court."

\u201chttps://t.co/JcLMee61wj\u201d
— Elon Musk (@Elon Musk) 1657512240

The tweet to his 100.9 million followers quickly went viral, gathering more than 870,000 likes and over 104,000 retweets.

Shortly thereafter, Musk tweeted another meme showing famed martial artist and actor Chuck Norris winning a chess match with only one piece remaining.

"Chuckmate," Musk wrote.

\u201cChuckmate\u201d
— Elon Musk (@Elon Musk) 1657512536

The memes were Musk's first public statements since his attorneys sent a letter to Twitter on Friday alleging the company had "made false and misleading representations" when the Tesla CEO agreed to purchase the company for $54.20 per share.

Attorney Mike Ringler wrote that Twitter had refused to hand over data and information Musk needed to "make an independent assessment of the prevalence of fake or spam accounts on Twitter's platform."

Twitter has claimed that spam accounts comprise fewer than 5% of the users on its website. Musk has claimed the number is much greater and has asserted Twitter will not turn over data that would permit him to make a more accurate assessment.

Twitter chairman of the board Bret Taylor responded to Musk's attorney Friday, tweeting: "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.”

Musk's meme suggests he views Twitter's impending lawsuit as an opportunity to finally have his questions about fake Twitter users answered in court.

Elon Musk says Twitter deal 'cannot move forward' until platform discloses how many users are really just bots



Tech billionaire Elon Musk said Tuesday that his deal to purchase Twitter Inc. "cannot move forward" until the company comes clean about how many of its hundreds of millions of active users are, in fact, spam bots.

The development is the latest escalation in an ongoing feud between Musk and Twitter executives, who last month agreed to let the Tesla founder buy the social platform outright for approximately $44 billion after much haranguing.

Since then, however, Musk has placed the deal "on hold" as he seeks more information from the company regarding its true user base.

The presence of spam accounts on Twitter is widely considered a major problem. But in recent weeks, Twitter has maintained that fake or spam accounts represent fewer than 5% of its total number of users. However, many observers, including Musk, remain highly skeptical of that determination — especially since the company itself noted the figure was essentially a loose estimate.

"In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated," the company said in an April 28 quarterly report.

In a tweet Tuesday, Musk claimed without citing a source that at least 20% of Twitter's users are fake before suggesting that the figure could even be much higher than that. Then he dropped the hammer by declaring his acquisition pulled until further clarity on the matter is achieved.

20% fake/spam accounts, while 4 times what Twitter claims, could be *much* higher.\n\nMy offer was based on Twitter\u2019s SEC filings being accurate.\n\nYesterday, Twitter\u2019s CEO publicly refused to show proof of <5%.\n\nThis deal cannot move forward until he does.
— Elon Musk (@Elon Musk) 1652772739

"My offer was based on Twitter’s SEC filings being accurate," Musk said, adding, "Yesterday, Twitter’s CEO publicly refused to show proof of <5%."

"This deal cannot move forward until he does," he concluded.

Musk's allegation was bolstered by a recent study assessing that 49.3% of followers on President Biden's official @POTUS Twitter account are "fake followers." The study, put on using an audit tool from software company SparkToro, analyzed Biden's followers' accounts based on a number of factors, including location issues and default profile images, according to Newsweek.

MarketWatch reported this week that many market analysts think Musk is using the spam bot discrepancy to negotiate a lower price for the deal or back out entirely. But in response, Twitter has reiterated its intent to complete the deal under its original conditions.

Musk has pressed the issue before, though.

In April, he declared, "If our Twitter bid succeeds, we will defeat the spam bots or die trying!"

Then in May, he added, "There is so much potential with Twitter to be the most trusted & broadly inclusive forum in the world! That is why we must clear out bots, spam & scams. Is something actually public opinion or just someone operating 100k fake accounts? Right now, you can’t tell."