However Twitter's board seems to be a bunch of uninterested pushovers who don't care about the company or the product, so they'll probably just give Musk what he wants to make the PR headache go away.
However Twitter's board seems to be a bunch of uninterested pushovers who don't care about the company or the product, so they'll probably just give Musk what he wants to make the PR headache go away.
What he's doing is pretty transparent; based on my Monday morning quarterback view of this situation, he simply believes that the price he agreed to for the company is too high given the state of the market.
His letter isn't made in good faith and if this gets litigated, I bet the Delaware courts will relish making an example of him.
The SEC is a civil agency. Court orders are super different. The former can't put anyone in jail. The latter can. They can also, worst case, transfer his assets into receivership and have a court-administered trustee perform from there.
However, given the dickishness that he has already displayed, I quite like the (completely unrealistic) idea of the penalty being that Twitter acquires ownership of Tesla instead, whereupon they kick Musk out as CEO.
I truly respect Tesla engineering and wish them no ill will but what a hilarious outcome that would be.
When there’s a defect in other cars that cause deaths the cars are recalled. Tesla hides behind a “beta” smokescreen to excuse their defects, which they never really intend to fix (if they did, they wouldn’t have had two consecutive decapitations due to the negligent design of product)
As a robotics engineer myself, it makes my brain bleed to watch Teslas operate autonomously (because watching them operate reveals how terribly they are engineered), and it makes me furious to think that these things are allowed to operate on public roads around people.
> they challenge conventional norms about how a specific part or process is typically done ... introducing so many cool things that we would not typically see in the car industry.
Tesla can keep whatever changes they would like to make to the car industry, imo. Challenging norms is sometimes okay but other times not. For example, when the norm is "we shouldn't beta-test autonomous machines on the general public because it is dangerous", maybe we should leave that one alone.
Tesla, especially Musk, is responsible for irreparably damaging the culture of safety that was created around autonomous cars circa 2007 at the DARPA Urban Challenge. Back then safety was a top concern -- beta-quality autonomous cars were equipped with flashing lights, had safety kill switches, were operated by trained technicians, and everyone in the vicinity were aware of their existence and more importantly consented to be a part of the test.
Today, thanks to Tesla, buggy driverless cars are operating covertly on public roads without the public's consent, by clueless people without any training. What an improvement, and definitely something we all asked for!
This has lead to people dying, as everyone has predicted. But does that deter Tesla? Of course not. They continue undeterred and even doubled down. If your friend loses their head or gets run over by a Tesla, will you thank Tesla's engineers for their high-quality products? Will you thank Elon Musk for his "move fast and break things" attitude when it comes to 2 ton death machines rolling around in your town?
> Plus the cross pollination between SpaceX and Tesla is introducing so many cool things that we would not typically see in the car industry.
This reminds me a of a story I heard of SpaceX engineers having to be brought in to Tesla to teach them the proper way to use pointers. Probably not the kind of cross-pollination you were thinking of. I guess that's a testament to Tesla's engineering prowess.
Same dumb attitude I witnessed when I was deep within the skeptic community during 2016-2019(/r/RealTesla and the major players on Twitter). Tesla's engineering has proven themselves time and time again but the skeptic community has devolved into nothing but conspiracy theory nonsense with the explicit goal to bash everything that Tesla has done just because it is a MuskCo. They are not capable of objectively looking at the organization as a whole and all the amazing things going on over there but instead let their bias focus them on nothing but the failures.
There is no reasoning with the skeptic community and as a result, major innovations will be missed and will instead creep up as surprises when they inevitably have longer term impacts on the automotive industry.
> focus them on nothing but the failures.
To be clear, the failures I'm speaking of here are deaths due to Tesla's negligent engineering. Actually I take that back. The real failure here of Tesla's engineering is not the first decapitation but the second one. That's a process problem, and is indicative of rot in the entire corporation (starting at the top; Musk's ego is the whole reason Teslas self-driving group is kneecapped). You want to look at the corporation as a whole? Start with the fact that their product killed someone, and they didn't fix the failure mode which resulted in that death, which then resulted in a second death in the same way. And they still haven't fixed it, so it's only a matter of time until the next decapitation. What kind of sick organization lets this kind of problem persist? I'll tell you: one where it's more important to be right (we don't need no stinking LIDAR!) than safe (LIDAR are safer than what Tesla is using). That's an ego problem right there.
Anyway, I see you didn't address any of my points except to say that there's no reasoning behind my words and my attitude is "dumb". So unless you want to respond to an actual point instead of just asserting without fact that Tesla is so amazing, so innovative, and so proven (I mean, yeah, they are certainly proving themselves, but maybe they are building the wrong reputation...), then I think we're done here.
I guess it comes down to this Frank Wilhoit quote:
"Conservatism consists of exactly one proposition, to wit: There must be in-groups whom the law protects but does not bind, alongside out-groups whom the law binds but does not protect."
https://crookedtimber.org/2018/03/21/liberals-against-progre...
Materiality with respect to MAE/MAC clauses is way more demanding.
The first (and to my understanding, only) time Delaware found an MAE was in 2017. That was after a material fall in revenue alongside ignored (and hidden) whistleblower complaints and the company scaling back basically all QA spending right after signing the merger agreement [1]. So 33%+ drop in revenue and 300% drop in operating income + fraud + negligence rivaling sabotage.
[1] https://www.gibsondunn.com/wp-content/uploads/2019/06/Becker...
The letter doesn't allege materiality about user counts. It alleges that Twitter's failure to provide certain information is a "material breach" (term of art) of the covenant for Twitter to provide information during the period between signing and closing.
There's nothing about user counts at all in the agreement. Musk is hanging his hat on a tortured, 5-step argument:
1. Twitter represented in the Merger Agreement that their public filings with the SEC were materially accurate and not misleading. Standard enough, and no reason Twitter can't make this rep since if they filed false information with the SEC, the SEC would come down on them.
2. Musk alleges Twitter's disclosure about user counts in their public filings may have been wrong, so they might have filed false information with the SEC. (Why he didn't verify these public claims before signing the agreement is the smoking gun that this is all a pretext.)
3. He's purporting to request information from Twitter that would help him verify those allegedly false claims with the SEC.
4. Twitter is allegedly not providing this requested information.
5. That failure to provide information is a material breach.
Musk could have negotiated for much better protections than he got, but he ended up signing a very seller-friendly agreement because he was so sanguine to do the deal. In my opinion, he's resorting to these contortions because he doesn't have any outs here.
Why is a big shoe law firm offering up their name to sign it then? Don't attorneys have a duty to only raise good faith arguments and not mislead others with claims that have no reasonable basis of holding up. Not like the big name lawyers on the other side will actually be mislead, but still.
There is a possibility that Musk's tactic will work here. I just think it's unlikely because the Delaware courts will see this for what it is: a pretext for buyer's remorse.
Because of this (small) possibility of success, there isn't any reason why Mike & Skadden can't ethically represent Musk here.