And that seems to be what the concern boils down to? The issue of whether he defrauded twitter is a separate thing. (Though I'm inclined to say no, because twitter came at this in a very skeptical and careful way, and normal fraud requires fooling someone into material loss.)
The $1B penalty for backing out of the Twitter deal is the least of Musk's concerns.
The fact that it’s trading lower means that investors don’t expect the deal to go through. And who exactly as been doing his best to very publicly bring the deal into question? Elon Musk.
Why does that matter? Musk agreed to buy Twitter for $44 billion. If he comes through, that's the value of Twitter. If he doesn't, then the value is something else. The difference between $44 billion and fair market value is just the expectation of investors that Musk really will pay. So yeah the drop really _is_ due to Musk trying to back out of the deal. If Musk weren't backing out of the deal, then then Twitter's value shouldn't drop regardless of the fact that the rest of the market has.
In other words, US law judges by intent vs actual action/damage.
One example of this is: Credit Card Fraud is prosecuted based on max possible theft vs money stolen.
US law doesn't "judge by intent". If you try to murder someone but you don't succeed, you don't get charged with murder.
To keep with the murder example, intent is what separates 3v2, in most states. Yes, a crime was committed but was the intent to cause bodily harm vs actions causing bodily harm, without intent.
If he entered into that contract with no intent to honor it...
He didn’t waive his right. He just opted not to do any before buying.