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Comment by polski-g | Hacker News Reader

If Twitter was lying on their sec reports then yes the deal can certainly be terminated.

citation needed

the merger agreement is clear. the only thing that can free elon from completing the deal is lack of regulator approval and no regulators are even looking at the deal

No, this would normally be covered by a due diligence provision but Musk expressly chose not to include one in the agreement as an incentive to Twitter to approve the deal.

Twitter might let Musk off the hook for $1 billion, but he's paying something to get out of this.

The SEC filing very specifically explains that Musk has _already_ had the opportunity to seek any clarifying information needed, and is _already_ in agreement that no more information is needed to be satisfied with the deal. See my other comment about Section 5.11.

The SEC reports says they estimate the bot daily active users (or something like that) to be 5%, but in fact could be much larger and it is merely an estimate. These leaves room for bot count to be much higher and they still would not have lied.

Go to the statement (10-Q I think) and you'll see caveats and conditional statements that are rather clear the estimate was not in anyway definitive or even methodologically sound. They said that. My man Elon is so focused on numbers that he doesn't read the fine print. Certainty intervals matter, even if they're described with words rather than numbers.

Yeah, that is the part I'm referring to. Agreed, that if he read the fine print that he would be litigating this much differently, or at least in his public statements. From the change in strategy, it appears his lawyers are now just trying to claim that Twitter isn't providing some information... although, I'm not sure that they are required to verify any claims regarding bots based on their public filings.

His lawyers are claiming a technicality in the contract, specifically there _is_ a clause that requires Twitter to service any "reasonable" request for information to Elon. Theres 2 important things to keep in mind when judging the violation however:

1) Requests for information are assumed to be to facilitate _closing the deal_. Its not just for any willy-nilly request he wants.

2) It specifically is not to service "due diligence". This is the "open for interpretation" part. The contract _separately_ calls out that Musk has had the opportunity to seek information for due diligence, and Twitter has already fulfilled those requests to his satisfaction. So with that in mind, I would interpret the obligation to service information to be limited to things e.g. related to acquiring financing, or to fill out paperwork etc.

Elon explicitly gave up his right to due diligence.

Due diligence beyond the fillings that Twitter had already made to the SEC. (Working under the supposition that those have been fraudulent for years)

Nope. You’re just making that up.

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