I've been pretty vocal about thinking Musk's case was flimsy at best on this. After reading through this filing [1], I have to say its even worse. A couple additions to the argument that has occurred on this site and elsewhere:
1. On page 15, Twitter highlights some pretty key clauses in the initial agreement that I didn't see picked up on previously around Material Adverse Effect (MAE) and explicit conditions that _cant_ be counted for it. Specifically they explain how even recession style market changes wont be considered MAE, and scope what might be considered MAE in their SEC filing to very specific statements that dont appear to include the bot number disclosures.
2. They give some behind-the-scenes recounting of specific clauses that were added/removed which make the entire thing much more tenuous in court for Musk. For example Page 12 Paragraph 34 ("Twitter also negotiated for itself a right to hire and fire employees at all levels, including executives, without having to seek Musk’s consent."), Page 12 Paragraph 35 ("Twitter further negotiated to narrow the circumstances under which defendants could escape the deal by claiming a 'Company Material Adverse Effect.'"), Page 12 Paragraph 36 ("Twitter negotiated for itself a robust right to demand specific performance of the agreement’s terms that encompassed the right to compel defendants to close the deal, and ensured that Musk personally was bound by that provision (among others).")
3. On Page 31, they claim they told him they sample 9000 accounts when doing their analysis and Musk then publicly tweeted they sample 100 accounts. If this is true, thats pretty damning for Musk when a court decides if hes just on a fishing expedition.
So yeah... I'm admittedly biased and obviously this is one sides language in the filing but.... I don't see a ton of support for Musks case so far.
[1] - https://s3.documentcloud.org/documents/22084456/final-verifi...