So I have absolutely no idea what Elon Musk’s counterclaims against Twitter are — they’re still sealed — but I found out today when Twitter dropped its response. It’s spicy! Instead of letting Musk air out his grievances first, Twitter stepped in and posted a coherent response to the better way to take a dig at Elon down the road.
I love it:
Counterclaims are a history of litigation contradicted by evidence and common sense
Legal documents typically involve cryptic, passive-aggressive explorations of the opposing party. But Twitter’s lawyers have been hesitant to respond to Musk’s counterclaims. Maybe it’s because they know how many people will read these documents; maybe it’s just because they’re mean interpersonally.
We have selected our favorite passages in the papersand displays them here for anyone who might be interested.
So you might remember that supposed reason from Musk save Twitter was due to Twitter’s “false and misleading statements.” Those claims relate to spam and bot accounts and were part of what Musk’s lawyers said at the hearing, set an October court date.
Twitter briefs the court on the process, documents and disclosure statements in earlier SEC filings. “In this disclosure, Musk does not make any false or misleading statement of fact,” notes Twitter. So where do his weird numbers come from? Well, they don’t know because:
Musk doesn’t see the same thing as Twitter or even use the same data as Twitter.
Twitter claims that Musk is deliberately distorting these numbers to “make waves”. And then it’s like, “What’s a bot now, hot stuff?”
Musk’s “preliminary expert estimates” are nothing more than the result of running false data on a common web tool. … To confirm the implausibility of Musk’s conclusion, he points to an Internet app called Botometer, which has different standards than Twitter, and which earlier this year indicated that Musk himself is a bot.
I can’t explain how funny this is to me? Musk’s fancy, secret, “proprietary” analysis of Twitter data was as follows a Botometer website.
For my money, this is the funniest part of the document. Here are some things Twitter is willing to admit to be true:
Twitter acknowledges that Musk is a Twitter user and has founded several companies.
Twitter recognizes that its business is complex.
Twitter acknowledges that Musk is a Twitter user with more than 100 million followers
Twitter acknowledges that it detects and removes spam from its platform
But Twitter otherwise doesn’t have enough knowledge or information to be certain whether Musk believes in free speech and open debate, whether he views Twitter as a town hall, or whether Twitter was a natural investment opportunity for him. Later, Twitter acknowledges that “Musk tweets a lot.” It does so once with these words and once as follows:
Twitter acknowledges that Musk is active on Twitter and that many people believe that open discourse is essential to a functioning democracy.
Does Twitter believe that open discourse is essential to a functioning democracy? I don’t know, but they can’t make up their minds as to whether, according to Musk, “removing free speech is worse medicine than the disease.”
Twitter admits it didn’t provide information in 2022. April 28 in a press release to the Musk parties prior to the signing of the Merger Agreement and prior to the parties entering into a non-disclosure agreement.
Sorry, this might be the funniest Twitter admit ever, which is: Yeah, we didn’t give him a press release until he signed an NDA. Now this is in response to Musk, who complained that he did not understand when Twitter announced that it was miscounting its daily active users for several years. But I think it’s pretty smart not to say anything to people with strong Twitter habits and poor impulse control until they’ve signed an NDA.
Or maybe it’s this one. Musk’s lawyers wrote that because Musk thought due diligence was “expensive and ineffective,” he didn’t do it.
Twitter says Musk’s parties refused to do any due diligence before signing the Merger Agreement.
Man, I mean, sometimes it just stings when your opponent agrees with you, doesn’t it?
Twitter admits that in 2022 July 8 the defendants intended to terminate the Merger Agreement, that Twitter later sued for specific enforcement of the Merger Agreement, and that the defendants filed counterclaims.
Oh yeah, okay, Twitter admits that such a case exists.
Musk suddenly changed his mind about joining Twitter’s board (after initially negotiating an offer to join the board, accepting it in writing and announcing on Twitter that he was “waiting” for the position), he told Mr. Agrawal. Mr. Agrawal announced his intention to make a bid for Twitter.
Since Musk did not identify any false or misleading statements on Twitter, Twitter weighed in on his withdrawal from the acquisition:
Musk just came up with this new excuse to avoid the merger agreement because these alleged inaccuracies are nowhere to be found in his July 8 announcement. in a letter to Twitter explaining the basis for his alleged termination of the merger agreement, than in any other conversation with Twitter since the merger was signed. agreement. In any case, Twitter never published the information it now claims is false.
In Musk’s lawsuit, his lawyers write that “Twitter’s primary business is operating a microblogging social media network in which users share 280-character messages called ‘tweets.'” Twitter cheerfully denies this.
[Twitter’s] core product Twitter is a global platform for real-time expression and conversation, including Tweets. Twitter also states that Tweets can be limited to 280 characters.
Wondering what “social network” and “microblog” mean to Twitter lawyers?
I honestly don’t think this one needs any more context. I’m just surprised that I don’t see the actual emoji in the document:
in 2022 May 16 Mr. Musk publicly responded to that Tweet Thread emoji.