Twitter’s Case: Exploring Musk’s Intrinsic Arguments in the Case of a Merger with a Software Company

The court documents show Musk making overtures to Twitter, discussing the importance of free speech, workshopping ideas on how to improve the platform, assembling the financing for the deal, and then deliberating over how to make the struggling company profitable.

The messages were part of court filings and revealed Thursday as part of the pre-trial discovery process in the court battle over whether Musk has to follow through on the merger agreement he signed to buy Twitter. They will be in court on October 17.

Some corporate cases give “juicy and embarrassing internal emails.” says a professor of business law. But Twitter’s case is extra entertaining because Musk is such a colorful figure and Twitter is a high profile company with outsize influence.

Musk at first declined a seat on the board, then accepted a day later and immediately proposed to Agrawal that the platform “unwind permanent bans on users.”

“Frankly, I hate doing mgmt (management) stuff. I kinda don’t think anyone should be the boss of anyone. I love helping solve technical/product design problems, wrote the cofounder of six companies.

“This will put a huge amount of personal, professional and legal risk onto engineers,” the employee wrote, adding that the new risks created by Musk could be “extremely detrimental to Twitter’s longevity as a platform.”

The cache of text messages is revealing, but legal experts who are watching the case closely say there’s more entertainment value than new legal evidence.

The idea that he was not interested in the platform because he thought he could make it profitable was supported by the text messages.

At a Tuesday hearing the lawyers for the company testified that Musk destroyed evidence about his reasons for wanting to abandon the deal and asked the judge to sanction him.

The company’s estimates about how many people are using the platform is a key part of Musk’s argument.

It is not certain if the latest claims of violations will result in more money being at stake as well as individual liability for Musk. Vladeck said the FTC would need to decide whether or not to enforce the violations after they have been proven. But under those circumstances, he said, “I think it’s likely Musk would be named” in a future consent order. “After all, he has made clear that he and he alone is making key decisions.”

Although Musk has suggested in public statements since he first questioned the deal in May that he could easily walk away from his $44 billion commitment, legal experts were not surprised by the U-turn.

The Social Media Deal with Zatko, the CEO of Twitter, and an FTC Investigation of Musk’s “Conduct” with the Singularity Group

The material that came to light prior to the trial in Delaware did not lend much support to that argument. He knows that his best claim is fraud, but there’s no evidence that it’s true. “They’ve run out of cards to play.”

The trial may hurt Musk personally, which may be a factor behind the decision to fold. The internet chews over a lot of his text messages when he’s in Silicon Valley. This week he faced what Miller says would likely have been “a very embarrassing” deposition.

It is not clear which agencies may be carrying out the probe, and Twitter did not identify what specific actions by Musk US officials may be investigating. Twitter’s filing merely said authorities are looking into Musk’s “conduct” linked to the deal.

There is litigation between the company and Musk over whether he can walk away from the deal, and the company filed a court filing accusing Musk’s legal team of not giving the SEC draft communications and slide presentation.

The Federal Trade Commission, which enforces a consent order with the company that Zatko alleges is violated, has not publicly disclosed an investigation. The chair of the FTC has told congress in public testimony that it would hold the executives accountable if it was determined they were responsible for legal violations.

In a filing on Thursday, the social media company said it did not give Zatko to burn notebooks as part of the separation agreement Musk’s team claimed in earlier this month. Zatko destroyed the notebooks on his own, according to a claim by the social network.

If proven, a violation could ultimately lead to significant personal liability for Musk, escalating the risks he faces as he stumbles through a morass of business and content moderation headaches, most of which have been self-inflicted.

The potential violation is related to a reporting obligation on which the company must fulfill when there is a change in structure.

Within 14 days of any such change, Twitter has to submit a sworn compliance notice to the FTC. The compliance notice was designed to advise the FTC of major changes at the company as well as a commitment that they will comply with the order, according to a law professor at Georgetown University.

Alex Spiro, Musk’s attorney, told CNN on Thursday that they are in talks with the FTC and will work together to make sure they are in compliance.

The FTC is worried about chaos because there were serious deficiencies which led to the consent order and they need to make sure they do what they are supposed to do.

Internal concerns about Twitter’s compliance obligations were reflected in a Slack message viewed by CNN earlier this week, in which an employee warned colleagues that Musk could try to put responsibility for certifying FTC compliance onto individual engineers at the company.

It is recommended that employees get professional legal counsel if they are going to make a statement to regulators.

If executives are found to have been responsible for a company’s violations, the FTC could try to get them personally accountable and impose restrictions on their future conduct, even if they leave the company. (Last month, the FTC showed its willingness to follow through, imposing sanctions on the CEO of alcohol delivery service Drizly.)

The FTC said that the CEO or company would not be above the law. “Our revised consent order gives us new tools to ensure compliance, and we are prepared to use them.”

Arbitration in Tenant-Landlord Disparities: The Case of Musk, Columbia Property Trust and Nendel-Flores

That’s because employers, in this case Twitter, are required to shoulder the cost of the arbitration process. And having hundreds or thousands of cases to contend with all at once could be a significant financial and administrative burden for a company already struggling with a massive loss in advertiser revenue. Nendel-Flores said that an individual case can cost up to $100,000. That is likely to be a significant pressure point for Ms. Bloom and her friends to push their cases in the courts.

Nobody goes into a workplace expecting to end up suing their employer one day or being treated unfairly in a way that deserves legal action, says Lee.

When Musk first announced the layoffs, another group of employees filed a preemptive lawsuit against Twitter for potential violations of the WARN Act, which requires that companies provide employees with 60 days notice of layoffs. In response, Twitter agreed to keep the fired employees on its payroll as non-working employees until January 4, but the severance for fired employees as yet remains unclear. Lee, Nuñez, and Shevat allege that the severance they were offered by the company after it was purchased differed from what they had been promised before the takeover.

The landlord’s attorneys fees are included in the complaint by Columbia REITs – 650 California, who is trying to force the company to pay its rent. The person that spoke for Columbia Property Trust, which is also known as Columbia REIT, did not say anything. When he took ownership of the company, Musk slashed the communications staff, but they didn’t respond to a request for comment.

Daniel Bornstein, a real estate attorney in San Francisco who represents property owners in tenant-landlord disputes, said the complaint could be among the first of many to drop if Musk foregoes payment on some of Twitter’s financial obligations.

Bornstein said that the not paying of rent by Elon was a sign that he was interested in revising the lease agreement. The New York Times reported last month that Musk is trying to change the way it handles office rentals.

According to Bornstein, Columbia could have asked the court to evictTwitter but chose not to because they still values it as a tenant.

When a tenant doesn’t pay rent in a valid contract, it’s a normal and expected action to file a lawsuit. These types of disputes are often settled without a fight so as to avoid costs and bad publicity.

He said that the landlord was expected to seek attorneys fees if they had exhausted other attempts to collect rent.