Twitter says Musk’s spam analysis used tool that called his own account a bot
arstechnica.com
arstechnica.com
* Twitter committed fraud by lying to the SEC about the mDAU numbers with the intent of inducing Musk to buy Twitter at an inflated price. No, really, this is the allegation (see paragraphs 202-206).
* Count 2 is that Twitter committed [Texas fraud statute] by lying when it offered its shares. It's shotgun-pled, so I don't know which specific statements are supposed to be wrong, but I'm imagining it's basically the previous count recast under a different statute.
* Count 3 says that Twitter broke the contract by failing to provide information.
* Count 4 says that Twitter broke the contract by instituting a hiring freeze. [not gonna fly, especially when Musk admitted that Twitter gave him warning of what it was doing and Musk didn't respond. Did I mention that Musk's answer admits far more than I would have expected?]
* Count 5 is pretty please declare that Twitter lying about mDAUs is a materially adverse event that is cause to break the contract.
I still can't get over the banana-pants insanity of the first count... arguing that Twitter lied about its numbers for years specifically so that someone would buy it at an inflated price?
As someone who's unfamiliar with this, could you explain what's banana-pants insane about a company inflating their hard-to-discover numbers, for profit? I thought that was, unfortunately, banana-pants standard? For example, the fiction that is Twitter or Reddit's user count.
Actually, even logged-out users (until they forced everyone to log in to read timelines) are monetizable, so Musk is really trying to make something to get out.
Any businessman who gets into such a position, even by mistake, would have at least taken this opportunity to require Twitter’s methodology on counting bots an expose its flaws. The claim would be something tangible like “This account is a bot and your criteria falsely counts it as a user.”
Not “Really there are 5% bots? Everybody, look!” He looks more like an engineer who can’t stand the fact that ballpark numbers are a decent way to do business in a lot of cases.
The allegation is saying not only that Twitter has been lying about that number--for years, on documents that land it in legal hot water if it's been lying--but that it was doing so specifically so that Musk would buy Twitter at an inflated price. The insane part is really that specific intent, not the lying about the numbers.
0: https://www.cnbc.com/2017/03/10/nearly-48-million-twitter-ac...
> our estimates suggest that between 9% and 15% of active Twitter accounts are bots
From Twitter: “roughly 5% of our monetizable daily users are bots”.
Both can be true at the same time, and it does not mean that Twitter lied.
5% of users is not a claim that Twitter made.
The insanity is people being perfectionistic in that it was specific intent to target him to buy it - even if it says "him" - it's absurd that people are taking that literally, and not simply to "make it seem valuable for someone to buy."
So the fact that he's using his reason for buying to try and get out of buying seems... Insane.
> Additionally, our calculation of mDAU is not based on any standardized industry methodology and is not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, our measures of mDAU growth and engagement may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology.
They covered themselves very clearly, and Musk has no standing here. He knew this, and decided to waive his due diligence and buy anyways.
[1] https://www.sec.gov/Archives/edgar/data/1418091/000141809120...
"If our twitter bid succeeds, we will defeat the spam bots or die trying!"
*Tried to write “chumps,” but liked the typo better.
It's not "users who use our website or 1st party apps", it's "monetizable daily active users", which may be similar to the group of users you described, but most importantly Twitter can choose not to show any ads (or not to charge money for ads shown) to bot accounts.
So even if Twitter only had 1 single non-bot user, as long as that's the only user they are "monetizing" they would be at 0% of mDAUs being bots.
Therefore, as jcranmer commented elsewhere in this thread, the 5% is actually their estimate of their own false negative rate of detecting bots (i.e. deciding which accounts can be monetised vs not).
If there's an actual industry standard then you could argue that Twitter is lying. However as everyone in the legal community knows there are two important concepts here: wilfulness and negligence. Did Twitter willfully do this or is this just because there isn't an actual standard methodology but tried to do their best-effort anyways? Is Twitter aware of problems in its methodology that can be solved but were left as-is? Conversely, did an external party intentionally misinterpreted those numbers so that that party can paint a different picture that what Twitter actually claims?
E.g. Can they 100% say that there are less than 5% bot accounts, or is that 5% number being pulled out of their ass - and saying "less than 20% of accounts are bots" would hold as much water? That is therefore then a misrepresentation, fraud IMHO - and stockholders should be suing not only Twitter but also the SEC.
Also, then there is the fact that Elon apparently even didn't believe this number. So even if he proves it's faked and the court agrees that this is actually a major dealbreaker (which is already near impossible), Twitter could still argue that he was completely aware of the bot situation when he made the offer.
Home inspectors follow well-established practices. Bot estimation for Twitter has no such analog. The closest might be the seller saying they've seen rats but never looked into it. You say fine, I'm buying to clean it up anyway; waive inspection rights; commit and then discover a rat's nest.
Unless you can show the seller knew about the problem and lied about it, you're going to get your case thrown out of court. Now add multimillion dollar teams of lawyers and bankers advising each side prior to entering into the transaction and we have an approximation of the stupidity of this case.
And that's acceptable there isn't well-established/widely accepted practices?
Certainly Twitter and SEC will argue that to protect themselves from scrutiny and legal issues they likely deserve.
All company figures involve some level of trust that they’re based on correct processes as signed off by audit firms. For areas of material interest you’re supposed to do due diligence before signing final offers, but Musk explicitly waived that for some bizarre reason.
So, what might really be going on is: Twitter's able to detect that less than 5% of users are unsophisticated bots, but they're unable to determine how much of the remaining 95% are sophisticated bots that accurately enough mimic human behaviour; and so it's not possible to genuinely say "less than 5% are bots."
For one, this is not about what percentage of Twitter users are bots.
Nor have you accurately or fairly described Twitter’s methodology for verifying their mDAU figures.
If the methods were reasonable is of course possible, but up for debate and at least questionable.
I am shocked, just shocked that a company with six billion dollars of cash on hand is able to afford good enough lawyers who make their SEC reports ironclad against shareholder lawsuits. Who would've thought.
It’s crazy because it would probably be BETTER if you had more bots. Then you could say that your revenue per user was higher and you could argue that you had more room for growth. So, if anything, lying and OVERestimating the bot count would help your valuation more.
As a human, it's annoying to get get a reply notification only to discover it was bot spam, but from the platform perspective that bot just created user activity and content for you for free.
I have a theory that the most embarrassing thing to come out of this might be that Twitter doesn't really care about bots much more than issuing platitudes that they care about bots to assuage the user base.
In the past I tried to write bots that do things like reply to people, but that is a violation of the TOS and twitter would immediately identify and ban the account.
On one hand, venture-funded hockeystick-startups like Twitter definitely aim for a quick exit to make cash, so it's not totally out of the blue. On the other hand, Twitter is publicly traded and therefore already had its exit.
What is that commonly-used aphorism? "One man's trash is another man's treasure"? Like, even if this is true, Musk didn't do (and subsequently waived) due diligence.
> No, really, this is the allegation
No further comment on it.
> Count 2 is that Twitter committed [Texas fraud statute] by lying when it offered its shares. It's shotgun-pled, so I don't know which specific statements are supposed to be wrong, but I'm imagining it's basically the previous count recast under a different statute.
If it's due to Texas laws, is the appropriate jurisdiction is the Texas courts or... oh, he's trying to claim that the case should be heard in a federal court (for diversity reasons). Good luck though Musk.
> Count 3 says that Twitter broke the contract by failing to provide information.
What information? The contract is already in the public, but okay you want to waste court time.
> Count 4 says that Twitter broke the contract by instituting a hiring freeze.
Twitter could just point to its peers like Google, Meta and Microsoft.
> Count 5 is pretty please declare that Twitter lying about mDAUs is a materially adverse event that is cause to break the contract.
Yeah, at this point I'm convinced that Musk wants to just waste everyone's time, especially after the chancery court denied his petition to schedule the hearing next year.
The contract stated that Twitter had to provide Musk with internal data as required to close the deal. His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'.
Just for completeness sake, Twitter seemed to still try (the token thing was probably a technical error) and whether giving him access to the firehose was actually necessary could even be contested, as he arguably wanted to use the data to not close the deal.
If I recall correctly, Twitter says they had no obligation to provide the firehose to Musk, but they did anyway. Musk had issues with rate limit, but twitter fixed it in reasonable time.
Here's the thing though:
None of that data was required to close the deal. Musk had no diligence rights, he explicitly gave them up, and the contract clearly says so. He doesn't get to do regular diligence through that clause, it's meant to cover the literal things necessary to close the deal (like financing info or whatever).
So Twitter didn't have to provide anything here, and certainly not access to the firehose.
His response is going to be smacked down pretty hard by a chancellor - it's 100% nonsense.
1. due diligence as a buyer (contract) to review additional information, ask questions etc
2. using public information to purchase as an investor (he was) for a public company regulated by SEC
I think the claim is not that he has the right to #1 (he didn’t) but that #2 was false and has been false.
No idea if contract laws let #2 get him off the hook though
Musk wanted to invent some means to count users in an effort to demonstrate fraud. But that's not fraud. Just because musk provides an alternate means to count users, doesn't demonstrate fraud.
Full stop. Unless he proves that they didn't count the way they claim, he has not claim. Waiving he due diligence clause is what makes his claims a non issue.
I see you’re point though. I guess he’d have to prove they used a formula that they knew was wrong for it to be fraud?
They could know the formula was wrong - inherently every measurement is wrong to some extent which is why you see a +/- error, that is not fraud.
For it to be fraud, they would need to measure it in the way they claim to, get a result they dont like, and report it as <5% anyway (with intent to defraud people). Which could happen in theory, but seems highly unlikely.
Wasn't him collecting all of this MAU stuff to analyze it part of the due diligence needed in order to close the deal?
You do your diligence BEFORE signing the merger agreement.
But, hey, we’re all here speculating anyway! My take is:
1) He’s a history of making impulsive decisions without thinking (or caring) about the consequences.
2) It forced Twitter’s hand because they couldn’t act like it was it a non-genuine offer.
3) He’s so rarely held accountable for the consequences of his decisions he knew it didn’t matter because he’s above the law.
Also, anybody who thinks accusing a rescue diver of pedophilia purely because he told them not to interfere with rescue efforts is pretty far from being a genius. Musk has been lucky his whole life, people just rarely see his failures.
Basically, his press is full of shit. The claim that he learned to program and wrote a video game at age 10 is quite ridiculous. Seriously, there are online websites where you can play his "game". It's Space Invaders, except theirs only one alien, you can't have multiple projectiles on the screen at the same time, the alien doesn't fire at you unless they get extremely close, if the alien fires at you it locks your controls making it virtually impossible to dodge and prevents you from firing back, and when you successfully hit the alien it immediately respawns at a random location which may be in range of you, resulting in you immediately dying. My own nephew programmed significantly more impressive games at age 10, will people start following him and assume he's never made any mistakes if someone who owns an emerald mine gives him hundreds of millions of dollars to invest into new technologies and the businesses don't ultimately fail?
That’s a pretty weighty fact on the scale of “Musk - canny businessperson, or remarkable streak of being in the right place at the right time.”
This next bit is mainly speculation, but the reason Musk is actually trying to back out is partly to do with the fact that signing the merger contract caused his other companies stock prices to drop and public speculation that his existing business would suffer if he needed to focus on running Twitter. The second and more widely believed version of events is that partly due in fact to his other stock prices dropping, Musk cannot afford Twitter without having to sell more of Tesla and SpaceX than he is willing to. Musk is already down to owning only 17% of Tesla and less than 50% of SpaceX, although that's complicated as some percentage of Tesla is owned by SpaceX and vice versa along with the Boring company in such a way that Musk effectively has majority control over SpaceX whenever he wants. If he has to sell additional stock to cover the purchase of Twitter he would very likely lose the ability to control everything except possibly the Boring Company.
What's more, the contract he signed effectively puts him in a position of buying Twitter at a substantial loss as the stock market has significantly fallen since Musk signed the deal. He would effectively be losing significant control of his two primary sources of wealth in exchange for something he has likely since discovered he cannot run the way he wants.
In short, this was a bad move financially when Musk first announced his intentions, it was extremely foolish of him to waive due diligence, and it became financially even worse shortly after he signed the deal, partly due to the facts that people lost trust in him for waiving due diligence while making a financially inadvisable move, partly due to the fact that he's actually pretty bad at math and doesn't understand the stock market, and partly because the stock market took a nose dive right after he foolishly waived due diligence and signed such a financially ruinous deal.
If you're thinking Musk is smarter than I'm making him out to be, please consider that Musk tried to insert himself into a cave rescue he had nothing to do with, was told not to interfere with the professionals that know what they're doing, and retaliated to being told to butt out by publicly accusing the rescue team lead of being a pedophile despite knowing nothing about the man.
Trying to offer to help without really understanding the situation isn't necessarily a bad thing, but randomly accusing someone of being a pedophile because they were critical of you is so far beyond acceptable behavior it's amazing Musk wasn't banned from Twitter as a result (it was where he made the accusation publicly). That level of harassment violates Twitter's ToS, plain and simple.
Not a lawyer, so could you explain why this is banana-pants insanity? There's malicious fraud (unlikely) and then there's the more likely case of under-investing in bot-detection and expunging efforts, e.g. "in favor of other priorities", to keep DAUs and subsequently valuations high for a potential sale.
First, only Twitter knows which users are active (the population being analyzed are the DAUs). People doing bot analysis from publicly available define activity based on the account tweeting, which will probably skew heavily toward spam bots.
Second, the mDAU metric is the DAUs with known bots having been removed. Nobody outside of Twitter knows which active accounts were excluded by Twitter from the metric. Even if 50% of Twitter DAUs are bots, as long as Twitter detects 90% of them as bots and marks them as non-monetized, the 5% number stands.
Third, nobody outside of Twitter can actually do a proper job of evaluating whether an account is a bot, since they have orders of magnitude more signals than a simple tweet stream / public profile information.
Twitters methology is far better than any publicly available bot detection would be, but the flipside is that it's not a replicable methodology.
So it cannot be replicated by third parties, and Musk does not know what he’s talking about (shocker!), but it can be verified a posteriori. And I assume it will be at some point.
Maybe Musk hopes to find something in discovery to discredit the process, e.g. evidence of the process not being followed, or of the numbers being tampered with.
Indeed. But surely they have at least internal audits. They seem like they take this stuff seriously.
> I look forward to finding what kind of a kook Musk finds as his expert
Indeed! If he picks his experts like his lawyers, this could be spectacular.
> e.g. evidence of the process not being followed, or of the numbers being tampered with
Yeah, he sounds like he’s hoping to find a smoking gun where some Twitter higher-up admits fudging the numbers. To be fair, if that is true, then Twitter deserves to be raked over the coals, even though it would not be sufficient to get Musk out of this mess.
This is true of most material statements provided by companies in every industry:
- Revenue? Trust the company, I cannot independently verify from outside the company.
- Retail same-store sales comparable? Have to trust the company's numbers.
- Headcount? I have to trust their number again here.
- Expenses? I have no way to verify this unless I work at the company, in a very senior position.
Outside verification of data is not a concern relevant to corporate disclosures.
I guess this is similar to the "reality distortion field" people claim Jobs had. Except the examples given there were more of him not believing people who said something couldn't be done.
Jobs did bullshit, but AFAIK more on the design and marketing side than on the business side (give or take the backdated stock option thing and his first stint at Apple, when he wasn’t in control). Certainly nothing like Musk’s shenanigans.
Don't forget Jobs' prime role in having companies collude together to depress wages by not recruiting each other's employees:
https://en.wikipedia.org/wiki/High-Tech_Employee_Antitrust_L...
"an interconnected web of express agreements, each with the active involvement and participation of a company under the control of Steve Jobs...and/or a company that shared at least one member of Apple's board of directors."
Yes, indeed! I forgot to mention that.
He offers to buy twitter on a whim, then changes his mind after signing a contract. That doesn't really seem like a good way of getting to the top.
He could lose the entire amount he pledged.
There's nothing in the contract about a billion dollars fee for any other reason of the sale not going through.
Of course, a judge could choose to take that number as the amount to punish with, but it's not a price Musk can just choose to pay to get out of the deal.
Personally, I want the court to rule for specific performance (ie. Pay the $44 billion) He fucked up.
Levine covered it well here:
https://www.bloomberg.com/opinion/articles/2022-07-09/elon-s...
This describes the entire business model of WeWork (minus the self-dealing), why should Twitter be different?
BUT, accusing Twitter of actual federal and state crimes is going to raise the awareness of several regulatory bodies, so this is going to get hairy.
You might get some red state DA eager for some publicity to make a song and dance about it for a bit, but that’s it.
If Musk’s team could produce actual data and evidence of criminal law breaches they’d be reporting them to authorities not adding them as minor points in a civil suit filing in Delaware.
TWTR is only down 1.6% YTD.
* SNAP is down 80%
* PINS is down 40%
* FB is down 50%
A good chunk of TWTR's current valuation is now being propped up by Elon's buyout offer. Elon could be looking at paying a 100-125% premium on what should be the fair market value for Twitter. Twitter's board should care deeply about getting as much value here as possible.
Why would Twitter want to negotiate on a new price? There's already the agreement at a high price - why would they go lower?
I don’t think that’s the argument. Twitter is an ad supported business. As such, the incentive is to count the “monthly active users” rather higher than lower. Specifically, there us no incentive to make an effort to exclude automated accounts from that number at all.
The choice for Twitter boils down to what level of price cut are they willing to make to remove that possibility.
As they should have been, as it’s a sound enough process given constraints and doesn’t need to be 100% accurate. They have nothing to worry about.
I agree with you that they seem confident, but the entire back and forth around mDAU originated with Musk and my belief is that choice of dispute was taken in the interest of setting things up so they won't actually go to court. The gambit of course may fail and it may go to court.
Musk is trying to pretend the mDAU = number of active bots. It’s dishonest, and likely designed to hurt the company and tank its share price and therefore bully it into conceding. Given the strength of their case I don’t see that happening.
LOL, their SEC filings basically say “these are our numbers but they’re highly subjective and could be way off”. Musk is either a liar or an idiot.
Bot/spam account analysis is just trying to do PR spin. Musk has no legal standing to use any of that to back out of the merger.
> The five-day trial is now scheduled to begin on October 17
So we will see about 2 more months of PR campaigns from Musk and Twitter about the case.
The claim is that Twitters SEC filings had bots at ~5%, and Musk made the investment based on that. From the leaked recordings of staff, everyone knew that the percentage was much higher.
No one is saying that 5% of Twitter's users is bots, except for when Musk is trying to put those words into Twitter's beak.
A company with 95% of its revenue coming from bot-clicks and a company with 5% of its revenue coming from bot-clicks might make the exact same amount of money, but one is substantially more screwed in the future.
"In its disclosures, Twitter claims to have nearly 238 million monetizable daily active users (“mDAU”) who participate on the platform, and tells its investors that this userbase metric is a bellwether for its ability to generate revenue and the “best way to measure [Twitter’s] success . . . .”
I think they are talking about this number being significant less than 238 million.
"They show that in early July fully one-third of visible accounts may have been false or spam accounts—resulting in a conservative floor of at least twice as many false or spam accounts as the 5% that Twitter discloses for the entire mDAU population."
They are talking about the same after bot removal 5%.
> The merger agreement contained no references to false or spam accounts, and Musk didn't ask Twitter for any information to verify the number of spam accounts before signing the merger deal.
> Additionally, our calculation of mDAU is not based on any standardized industry methodology and is not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, our measures of mDAU growth and engagement may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology.
Musk can't barge in and say "but MY calculations have a HIGHER number!" because Twitter already acknowledged this could be the case. Musk decided to buy anyways.
[1] https://www.sec.gov/Archives/edgar/data/1418091/000141809120...
Not to mention that some of Musk's publicly stated reasons for the purchase are to reduce the bot problem to improve Twitter's value.
1. Build a classification model to determine whether an account is a bot or not.
2. Measure the precision/recall curve of that model, and pick a threshold where the precision would be >95% (i.e. >95% of what the model labels as "humans" are really humans).
(Higher recall leads to lower precision and vice versa. Higher recall means a higher mDAU, so it's a balancing act between a high number versus a high confidence in that number.)
3. Let the model loose on all accounts.
4. The number the model tags as humans is the "mDAU", though <5% of these might be false positives.
While this model takes a lot of training data to build, verifying its continued precision/recall characteristics can be completed with very little ongoing sampling - easily handled by the "100 a day" figure Musk has claimed.
They randomly sample 100 accounts per day and have human raters decide if they're bots or not. This is the right way to validate that your fancy ML algorithms are working well.
First, it wouldn't matter anyway. He signed away any and all rights to due diligence in the agreement.
And secondly, it's completely impossible for any outside analysis to determine the number of active users on Twitter because most active Twitter users don't tweet or interact in anyway. They just read tweets and those users see ads, which makes them monetizable users.
That’s why many states have lemon laws for used car sales, to prevent exactly that kind of behavior in that market.
Sales of corporations often don’t have consumer protection style regulations, because consumers don’t often buy corporations.
The assumption is if you’re spending enough money to buy a corporation, you’re a big boy and can pay a lawyer to review your contracts.
So, if you’re spending $54B to buy a company, you should have your lawyers closely review the terms of the contract. Every lawyer I’ve heard that reviewed the contract Musk signed is gobsmacked by its terms and would have strongly discouraged Musk from signing the contract as written, because it’s so one sided in Twitter’s favor.
Twitter could be 75% bots and its SEC filing claim could still be entirely above board if it was able to filter them out.
Musk’s opportunity to verify that statement was during due diligence. He chose not to, and can’t legally try to perform due diligence after the fact because he has cold feet.
But clauses like this are highly binding when dealing with high stakes deals between sophisticated parties with highly sophisticated teams of attorneys on both sides of the deal.
And you certainly couldn't break a deal like this on a hunch that the number of daily active users might be wrong. That would be like holding up a national presidential election because the losing team believes there was fraud but has no evidence yet.
“Caveat emptor” has been knocking around as a phrase for two millennia now for a reason.
Fair point. Though i would think bots still affect price, right? Ie lets say it's 100% fake right now, what would the value be? Lets say $0 for easy math. Buying it at $54.20 means he has to at least clean up the bots enough to make it worth, at least, $54 to regain his investment.
So while i think your point is interesting, if bot count affects price then i feel one could argue there's a bot threshold whereby he would be over valuing it.
In your scenario the sweet spot would be if it was just enough bots to make $54 a fair price, but also lots of bots in total so that he could "fix the problem" and increase value.
Twitter revenue for 2021 was $5b, for, say, 200m mDAU (actual number is a little over that); each mDAU is therefore worth $20. But if half of these are bots, then each non-bot is worth twice more!
If all mDAU are actually bots save one, that one user is worth five billion dollars per year.
Musk should be very happy that there are bots. Not only is his defense irrelevant, for the reasons listed above, but it's also incoherent.
He waived DD but the claim is that Twitter specifically inflated numbers to make itself appealing for an acquisition/merger, which would still be grounds for breaking the contract without Musk needing to give any money to Twitter or complete the purchase.
So... "We think it's 5% using these methods, but if those methods are wrong, then the actual number could be higher or lower." How does that lead to grounds for breaking the contract?
But yes, this is very unlikely to be proven since it'd also be fraud against every investor that has put money into TWTR within the past few years, opening the company up to a shareholder lawsuit even after it goes private.
The bottom line is the guy gets off on being an irreverent, flamboyant dipshit and this time it's biting him in the ass. And I for one am here for it. After the last few years I have run out of patience with assholes with money/power thinking they can do whatever they want in broad daylight. Christ, at least have the decency to be surreptitious about it.
And though it may well be expensive, it's not as if the $44 billion disappears: in fact it buys Twitter. And though he might regret it all in the end, he'll still have enormous wealth. (And Twitter.)
So... it does feel a bit like a pyrrhic victory to me.
Note that the loans were secured with TSLA stock as collateral, but even if those expire he'd be able to secure funding again if he was forced to proceed with the purchase by the Delaware Court of Chancery.
> Musk's equity commitment now stands at $33.5 billion
> May 26, 2022
> But in the latest filing, he’s completely removed this loan in the financing plan to acquire the social media company.
If he needs to sell thirty billion dollars worth of Tesla shares it is going to devalue the stock quite a bit. That's a full day volume of trading.
Like the parent comment said, bot count was tied with methodology.
So Musk can argue:
1) twitter is lying about the results of their methodology - highly unlikely
2) their methodlogy is flawed - which he should've brought up during discovery and asked to revaluate according to his requirements.
Either way, seems like he's screwed.
I'm not saying that the numbe is wildly wrong. I'm saying the disclaimer doesn't relieve you from the responsibilities.
If that's true, it kind of makes the question moot.
I don’t think he has a shot in hell at demonstrating fraud, given the various disclaimers around the quoted figure.
And, if he’s saying the real number is 10%, he just doesn’t have close to a shot at reaching the material adverse effect bar (which lawyers have told me is a very high bar in Delaware courts).
So, on the narrow path that he can navigate after signing away his soul and due diligence waivers, he’s still totally hosed.
He really shouldn’t have signed that contract.
But, I think the facts of this case almost certainly foreclose that path.
It seems like people like to exaggerate both ways.
Yeah, I disagree.
Buying into Elon Musk’s bullshit is a gigantic waste of time.
Everyone can disagree at any time. It's a discussion forum where diverse opinions are welcome.
Are you gonna yell "water is wet" next?
> Twitter made it clear its bot number could be wildly off
An example:
NVIDIA made it clear that they don't have full and accurate information of what their buyers use their chips for. Maybe some customers buy NVIDIA to hold and do chicken dance? who cares?
Yet they were charged by SEC for not identifying that a large chunks of their buyers used it for crypto mining. Because this misled investors and shareholders on the company's outlook.
The disclaimer doesn't protect the company from reporting wildly inaccurate numbers.
Can you define with specificity what the “twitter bot number” is? Because Twitter doesn’t claim that 5% or fewer of accounts are bots.
They claim that “according to their ongoing reviews and subjective numbers” less than 5% of accounts they qualify as an monetizeable user are “false or spam”.
Twitter could be 90% bots and spam, and not be even slightly inaccurate in their statement to the SEC, if they were correctly identifying those accounts and only tracking the remaining 10% as monetizable accounts.
Further Twitter very clearly disclaims that identifying a “false or spam” account is a subjective measure that requires them to apply “significant judgement” to determine. Because it’s subjective, it wouldn’t be sufficient to show “the bot number” (which I’m going to treat as “the percent of mDAU which are false or spam accounts”) is 30%. You’d also have to show that Twitter knew that their process and judgement were flawed to the point of deliberately being deceptive.
Below is the specific statement Twitter put in their quarterly 10-K filings. I don’t see them catching a charge from the SEC for merely being wrong.
> The numbers of mDAU presented in this Annual Report on Form 10-K are based on internal company data. While these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring usage and engagement across our large number of total accounts around the world. Furthermore, our metrics may be impacted by our information quality efforts, which are our overall efforts to reduce malicious activity on the service, inclusive of spam, malicious automation, and fake accounts. For example, there are a number of false or spam accounts in existence on our platform. We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the fourth quarter of 2021 represented fewer than 5% of our mDAU during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter. In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated. We are continually seeking to improve our ability to estimate the total number of spam accounts and eliminate them from the calculation of our mDAU, and have made improvements in our spam detection capabilities that have resulted in the suspension of a large number of spam, malicious automation, and fake accounts. We intend to continue to make such improvements. After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics. We also treat multiple accounts held by a single person or organization as multiple mDAU because we permit people and organizations to have more than one account. Additionally, some accounts used by organizations are used by many people within the organization. As such, the calculations of our mDAU may not accurately reflect the actual number of people or organizations using our platform.
Yes, it's just a short version for the sake of the discussion.
Let's just say this number is not 5%. It's 30% when evaluated by an independent third party.
Other comments claim that this number can be 90% 80% and it wouldn't matter. Twitter would be relieved of all responsibilities because they said it was "subjective".
This is where I disagree.
> You’d also have to show that Twitter knew that their process and judgement were flawed to the point of deliberately being deceptive.
This is where the discovery comes from. You'd imagine it is impossible, but it's not. It may be still hard, sure, but not impossible.
Twitter would be requested to open up all emails/docs for discovery to both sides of lawyers.
Twitter has 8000 employees(?). You can bet there will be at least one person pointing out in the email/doc that "hey, our approach of evaluating numbers doesn't look right, and here's why....". Then, that person has been ignored.
Twitter would be requested to open up data for discovery for third parties to investigate.
Coming up with a number like this will inevitably have multiple valid approaches. An independent third party can easily pick a more conservative approach (because you are supposed to err on the side of less attractive when reporting earnings). Then, pairing this with Twitter execs ignoring that one concern from employee can result in a really bad situation for execs.
Apart from that, opening up emails like this would incriminate a lot of other unrelated stuffs like employees know about Russian bots that swayed the election results, employees know about fake news but not doing anything about it.
I don't see any other comments saying the number can be 90% or 80% (other than mine, where I was pointing out the difference between before removal and after removal). Can you cite Which comments specifically are you referring to and whihc part of them you're disagreeing with? I'm just not seeing that.
I mean, it's fine for you to disagree with _that_, but it seems like you're disagreeing with a straw-man.
> You'd imagine it is impossible, but it's not
I wouldn't imagine it would be impossible. I think it's unlikely, but it's always possible that Twitter is perpetrating a deliberate fraud in its SEC filings. My priors on that are pretty small (1-5%?), but sure, of course it's possible.
If Twitter is actually perpetrating a deliberate fraud, and Elon is able to get the goods in discovery, then sure he'll likely win the case. That's a really high bar, though, and does not square with your prior argument that if a third-party analysis comes to a 30% bot number, then the SEC will bring charges.
That's simply not sufficient to cause the SEC to bring charges. Rather, you would need the additional evidence you think might come out in discovery.
My point is this: "The true bot number is 30%" and "The true bot number is 30%, and Twitter knew that and deliberately lied in its SEC filings" are two different statements. One is sufficient to bring a charge, and the other is not.
> You can bet there will be at least one person pointing out in the email/doc that "hey, our approach of evaluating numbers doesn't look right, and here's why....". Then, that person has been ignored.
Is is possible? Sure, of course. Would I put a bet on that exact scenario happening? Probably not.
Seems just as likely that someone sends the email that "our approach doesn't look right, and here's why...", and someone engages and responds with "I disagree, that methodology does X, and we chose to do Y because Z, but let's talk about it". Or, I could also see absolutely nothing internal on this because it's a box-ticking exercise as part of their SEC filings and nobody internal really cares.
> Coming up with a number like this will inevitably have multiple valid approaches.
The problem is that its not enough to show that someone else has a different valid approach. The need in court (and for the SEC) would be to show that Twitter's approach is not valid. It's really not enough to show that Twitter could have made different choices and got a different outcome. You need to show that Twitter's approach and outcome was unreasonable.
Anyway, my fundamental disagreement with your statement is that a "bot rate" of 30% automatically implies fraud and an SEC charge. I don't think it's that simple.
If they signed off on it, he has no case. If they warned him against it, and he went ahead anyway, he also has no case.
The judge will rightfully wonder how this isn't anything other than a attention-hungry blowhard trying to get out of scoring the most comical own goal in business history.
Twitter will object, but ultimately some degree of discovery will be allowed (with a more narrow scope), but it will pressure Twitter to settle for a lower purchase price because god only knows what kinds of incriminating shit lawyers will find in employee emails. Internal emails is always a big big random variable which can then spawn all sorts of unrelated lawsuits from discrimination, to regulatory fines, to executives' private life drama, etc...
Even if Twitter is innocent - it is very easy for lawyers to intentionally misconstrue a vague email or threaten so with things found in discovery.
Given the NDAs that would apply to such discovery, were such information to exist and to become public, Musk would likely be imprisoned for contempt of court.
Not simply fined. Imprisoned. And his lawyers would likely be suspended for a few months, if not disbarred. You don't mess with the courts, because they have the power to mess right back.
Musk doesn't need to leak emails.
The discovery by the lawyer team alone is probably scary enough.
There is a high chance that twitter will settle for XB.
At this point, it is just free money for twitter.
Imagine Musk acquires twitter and exposes all internal emails (well, he owns the company) and sue execs one by one for every little thing that is wrong.
Execs are earning 10M/year. For these people, money is not an issue. Getting into a scandal is a huge issue.
The experts seem to think that it's virtually impossible a hypothetical misrepresentation rises to the level of a "material adverse event".
It can't even be his motivation, since he is inherently admitting he doesn't have the evidence yet.
I mean, the trivial case is Musk's discovery reveals some smoking gun email about knowing that their methodology showed 50% mDAU were bots but the CEO overruling everyone and putting 5% on the SEC filing instead. Not close to impossible to prove if it's that stupid (not saying it is)
The buyer starts harassing the homeowner to sell to them, they say no, so he buys up the mortgage lender and tries to force a sale. His antics are hurting the home's value so you relent to selling and give him an as-is sale contract, which he signs and gives you 24 hrs to respond or he will try to force a sale.
All the while, this is of course taking your attention away from your day job and costing you countless thousands in legal bills.
Then, soon after signing the contract, the housing market crashes and the buyer claims he peaked in the window and it doesn't look as nice as he imagined (even though he had previously been publicly announcing that your house was crappy on the inside and that he was going to buy it and fix it up) and so he wants to break the deal.
You sue to make the deal go through, he countersues that you misrepresented.
Who could possibly be on the side of the buyer?
Except you can just buy up supporters by gaslighting huge masses of people on Twitter. The house in question.
Its so ridiculous. Musk's popularity is largely *BECAUSE* of his Twitter antics. So this "buyer" is basically someone who has come to house-parties / benefited from the house in question for the last decade.
And the people arguing against the (current owners) of the house are also the party-guests of that very same house.
Twitter is very popular with a few niche groups: Journalists and people in tech for example. The former is influenced by Elon's antics on Twitter and end up writing news stories or making documentaries [1] about him. People learn about Musk through these respectable publications. The latter group spreads the gospel of Elon's TED talks and press conferences to their friends and family. Being subject matter experts, they're more likely to be believed.
Previously the coverage was mostly positive, but Musk's antics on Twitter have caused both the former and some of the latter to turn slightly negative from what I can tell. For example, it's now a common joke that Elon's wealth is partially due to being born wealthy. His family owned emerald mines. I didn't notice that in the popular consciousness until very recently. Phoney Starks is also making it's way into popular usage.
1 - https://www.nytimes.com/video/NYT-Presents/100000008464087/t...
If owning some natural resource like a mine or two was all it took to become a trailblazing entrepreneur who played a key role in Paypal/Tesla/SpaceX then Musk wouldn't be as popular as he is with many because there would be so many more like him around.
Musk is clearly an extraordinary individual even if he sometimes acts like a dickhead and had a small boost from owning emerald mines. But like I mentioned above if owning a profitable mine of some type was all it took to be an entrepreneur at Musk's level we would be drowning in them and he wouldn't be such a big deal in the first place.
But in the case of Twitter, Musk clearly seems to be in the wrong here legally.
I don't have an opinion on how big being born wealthy plays in his success. Just curious though -- how many profitable mines do you think are in operation and how many people do you think own them as a percentage of total global population?
You can own a gold mine in the California mountains and come out of it with nothing but debt. It would sound like you're rich in the newspaper stories, though.
Who has time for ascertaining the facts when there are politically derived narratives to promote.
Think farms, family businesses, real estate empires, even just well known doctors or other professionals.
Elon Musks family were comfortably upper middle class but really nothing special in terms of wealth. There would be hundreds of thousands of American families as rich alone.
So you have a small sample size - extremely wealthy people. Then you cut that down massively again - those people who also want to run businesses. Then a bunch of other things to narrow the pool lol. But then, finally, you cut it down to "and then the ones who succeed".
I don't think, at that point, the numbers are going to be behind you.
https://twitter.com/elonmusk/status/1211054942192119808?s=21...
Interestingly though, it was Elon who said his family owned an emerald mine:
https://web.archive.org/web/20140802011449/http://www.forbes...
That was a Forbes interview in 2014.
The relevant section:
> JC: How do you handle fear?
> EM: Company death – not succeeding with the company – causes me a lot more stress than physical danger. But I’ve been in physical danger before. The funny thing is I’ve not actually been that nervous. In South Africa, my father had a private plane we’d fly in incredibly dangerous weather and barely make it back. This is going to sound slightly crazy, but my father also had a share in an Emerald mine in Zambia. I was 15 and really wanted to go with him but didn’t realize how dangerous it was. I couldn’t find my passport so I ended up grabbing my brother’s – which turned out to be six months overdue! So we had this planeload of contraband and an overdue passport from another person. There were AK-47s all over the place and I’m thinking, “Man, this could really go bad.”
Who knows what happened between when he was 15 and 17 to his family wealth that made him essentially penniless in a foreign country.
Edit:
https://twitter.com/elonmusk/status/1375212880790913025
This is where Elon says he arrived in Canada with only ~2500 CAD.
He went to Canada and could rely on his family network.
His estrangement from his father.
That meant he had a readily available set of investors, advisors, and partners. That ranged from Greg Kouri, pivotal in forming Zip2 and X.com, to Roelof Botha. Roelof is the grandson of Pik Botha, the last apartheid South African foreign minister who had built up extensive connections amongst the US elite.
Success is so much easier when you go to knock on doors and find them already opened for you.
Whether or not this makes most of us deranged morons or not is in the eye of the beholder.
Today, you just buy a bunch of likes / retweets to perform the same astroturfing on a larger scale. Bonus points if you "meme" it and "go viral". You want all those people out there to be spreading your message at no cost to you.
A little bit of astroturfing goes a long way. People want to feel as part of a community. So a bit of fake-generated content and fake-interest helps at seeding the crowd and popularity.
---------
Stage magicians still do this today for entertainment purposes, rather than illegitimately hawking fake snake oil. Its a very good bit of entertainment. It does take some practice but once you get the technique, its quite repeatable.
Turns out that human psychology / group dynamics are in fact, predictable and consistent.
They like the 'vibe' and that's that.
They may not specifically clue into the mapping of 'vaccine hesitation / conspiracy' to 'health outcomes', they might just view it as 'opinion' - which it is of course, but most responsible people understand the 'dots have to be connected'.
I think it's a bit part of the reason why a place like HN won't grasp populism: we are almost by definition 'anti populist' by our very outlook.
Even smart young people are usually busy with school, partying, social things, they don't all have time to parse all of the shifting nonsense, and those that do are more often than not trapped down rabbit holes, I think searching for 'an identity' more than they realize it.
This is populism. We (the crowd) make decisions on rough statements, headlines, a few words here and there, prejudices, assumptions etc.. Some of use a bit smarter than others, almost none of us see our blindspots.
I don't really buy this. I knew loads of Musk fanboys who were crazy about him before Teslas even become available. The 50+ folks that I'm friends with have mostly never used Twitter or read a Musk tweet, but they think Teslas are cool and are reminded that StarLink brought rural Ontario better internet than our own government tried to do for decades. Obviously Musk is an ass on Twitter (and probably in person), but like a lot of neuroatypicals, their talent seemingly makes up for their abrasiveness.
I think you're both correct. My experience is as you described, but Musk has also developed a following among political conservatives attracted to his abrasive, thumb-nosing antics.
See how much more popular he is now that he makes 'controversial' statements [1]
It's as PR trick as old as time.
Edit: but yes, technically he has taken a public shift to the 'Current American Right' in the mysterious political situation we are in, that's fair to say. Just wanted to indicate it's a 'new and kind of specific normal'.
[1] https://trends.google.com/trends/explore?date=all&geo=CA&q=%...
However, I don't see many of that old guard speak out against them. It seems with the reducing success projections due to changing demographics, many see winning as more important than values. Or at least that is my only explanation.
Interesting thought. For some analogy, if a bunch of skinheads joined my local baseball team and started playing dirty against the other teams and became the champions, would I care that my team has been hijacked, or would I not care because now my team is winning?
Obviously in the political example, the skinheads talk about "values" and people who want to be deluded just nod and repeat "values!", or they demonize the opponents by saying they'll bring in "dirty migrants", etc...
Conservative voices are a bit suppressed in some places, like on Campus. Some don't like to accept that, but it's true. But it's a kind of Social Justice institutionalism that would be the issue there.
Otherwise, 'classical conservatives' who voice their opinion against Trump, are also ostracized by that far right gang, which is very true. So that's a different kind of 'fear to speak up'. Liz Cheney is getting punted out of Office for that right now.
But that has always existed - the centre/far elements of 'each side' definitely have wars. You can see it play out at the NYT editorial staff among the Social Justice left (younger) and the Traditional Liberal left (middle aged).
I don't feel that Musk can be reasonably located anywhere in there.
I think it's a bit misleading though. Who would goto college and listen to somebody repeat ad nauseum their parent's conservative talking points they've already heard their entire lifes? Or listen to someone even more radically conservative than their parents?
Also a lot of those "suppressed" people were just openly bigoted and claiming to feel persecuted when they're not allowed to persecute people they don't like.
Your assumption that 'conservative' voices lack in legitimacy and are merely repetitious of their parents views, and worse, that they are trying to 'persecute' people is itself obviously bigoted, and gives us a crystal clear example of the problem.
Even views such as 'people ought to be treated for who they are and not their intersecting identities' is oddly 'conservative' in 2022. Or 'Trans women are different than women' - some argue is a transphobic/conservative position. etc.
Claiming to do this while doing the opposite is a popular "conservative" position in 2022.
I've seen the logic train be that bad. Cancel culture has no end.
It’s just not a winning proposition anymore; there’s not much market for “conservative who is reasonable”.
I also disagree with the idea that conservatives are being punished for their opinions. Rather conservatives have been complaining that they are no longer allowed to punish other people for the way those people want to live their lives. A couple of examples:
1. The "Don't say gay" bill in Florida is not about people who were teaching about sex to young kids (there have been no actual accusations of this, only badly worded things that sounded like this). It is entirely about teachers teaching that it is ok that a child in their classroom has two dads or two moms. It is trying to wind back the clock to when those families would have to be kept "in the closet", or face social shunning.
2. In the recent case of the football coach who lost his job for leading prayers on the field after games. That one is again about the majority wanting to be able to use social power to push its religion. Despite what the majority of the Supreme Court said, he absolutely was using his position as a coach to push his religion. There was even testimony from a player who felt pressure to participate in order to get playing time.
Note that as long as Trump had 'populist power' then Fox etc. would kind of following along supporting that. The Romneys, Cheneys, Bushes just didn't have the outlets.
It's changed a bit as Murdoch has dumped Trump, but the current trend is definitely a bit populist as they are backing DeSantis, who is frankly probably more traditionally conservative, but playing the 'Noise Game'. Same thing in Canada with new conservative leadership.
Note, young people are really, really pissed. Housing is completely unnafordable, they are in debt, inflation is taking off, and most of COVID wasn't a huge risk to them for 21 year olds it really was kind of 'a bad flu' it's really 40+ where the risk starts. So they are naturally going to be more emotively pissed off about all of that pain 'they endured' on behalf of others.
In Canada, the likely new Conservative Candidate is taking a 'populist turn' and kind of supporting the 'anti mask wave' (I mean, it's not crazy up here, but still it's a movement) - but shockingly he's more popular among 18-35 year olds than the far left NDP which is traditionally where they are strong. Shockingly, the 'Establishment Liberals' are the #1 party among 45+ all the way past 75.
This is an artifact that more clearly highlights what is going on everywhere, it's just not as clear.
The 'geriotoocracy' in the West is a bit left on social issues, and pro 'big business' on others. The 'establishment' policies are hugely favouring stock owners, real estate owners, retirees, pensions etc. etc..
Paradoxically literally just today I'm reading 'Russian Telegram' and they are complaining about the opposite: Putin and a massive class of Neo-Soviet jerkoffs stealing decades of hope from young Russians.
Young people have more opportunities than ever before, and have had a cushy upbringing for sure - that said - their challenges are very real and they have a right to be angry
I see very desperate kinds of comments on Reddit these days, sad people who feel completely voiceless.
In that context, a bit of populism is understandable. Musk is playing into that. Trump a little bit. WallStreetBets etc..
For some reason, it's not 'Bernie' this time around, it's a bit more 'Musky'.
So I think that is a big part of the appeal, and specifically with Musk it's probably not fairly traditional values.
Musk is also becoming a serious magnate, I mean, he was literally the richest guy in the world, and so the reality of people wanting to have 'higher taxes on the rich' surely grates on him, how long can he truly, culturally identify with the 'rebellious youth changing the world?'. He now has to 'get the goddam factories moving, this COVID stuff is overplayed!' and 'these greedy politicians want all my damn money, can't they see I'm changing the world?'. It's a bit of 'There Will Be Blood' going on. And he's pumping it all up on Twitter.
I think we don't need to worry about Musk though, he just has a bit of an opinion, a bit of a big mouth, oh well.
That has nothing to do with Conservatives liking or disliking someone. I guess Conservatives are just better at respecting people they don't agree with on everything.
Without them, we may not get much press at all from him, he may be a bit of an unknown quantity.
His Social Media / PR is a gigantic part of his value. It distorts reality to a much, much larger audience.
Do you remember 'Maroon 5' the band? They had 'Really Big Hits' back in the day . Banger / Chart toppers. But it wasn't until the lead singer was on 'The Voice' did it make them a 'Household Global Name'. There were a poppy band with a tiny bit of an edge that appealed to a demographic, now, they are like 'Jeopardy and Wheel of Fortune' - multigeneratoinal giants.
Musk has fanboys that are Dentists in Malaysia, street kids in Cairo, wannabe ballers in mid level cities in China etc. etc..
Back then I didn't know about how good public transit is better than even the cleanest electric car because I had never experienced good public transit and well I have very limited imagination (I thought the Dropbox was a sucker that I was taking advantage of because I could get extra 50 MB or whatever by just walking up to someone in my dorm and referring them to use Dropbox, even if they had no intention to continue using Dropbox...)
About 80% of the people that I respect, I have lost respect for because of Twitter.
They just can't help themselves with the populism.
Also: He's a complete hobgoblin of a human being.
Both things can be true.
And the band was more popular before The Voice. Levine is more famous since.
But I think any liberal/left-ish person who grew up with super conservative parents has lived this their entire lives.
That said, Musk is nowhere near as outrageous as those talking heads.
Musk has pretty much used Twitter has his primary media communication method. Going so far as to say Tesla has no marketing budget because he's such a star on twitter. He has practically zero reach elsewhere. Sure, if he publishes on another platform, people will pay attention, but he doesn't... twitter is pretty much the way he communicates with the world.
If you dont think twitter is the reason you know Musk, then let me ask you this: who was the CEO of Fiskar? They released their EV product shortly before the model S. But you dont know the guys name do you? The product isnt why we know musk.
Well known outside of tech? I don't think so.
What's the path from the masses on twitter and courts which will hear the case? Public opinion doesn't matter here. The case over the contract doesn't even have a jury if I understand correctly.
Public opinion doesn't matter with regards to winners/losers of the case. But public opinion matters from the perspective of Elon Musk continuing to build his brand and grow his fanbase.
Even if Elon Musk loses the court case, he still want to turn this whole charade into a positive for himself. IE: Fail upwards, etc. etc.
The buyer is rich and if I side with the buyer maybe one day I'll be rich too!
For best experience, read it with the Benny Hill theme in a background tab.
TLDR: The worlds richest man, insecure about his wealth decided to show off and failed due to a lack of wealth. To somehow save face he claims that his change of heart is not financially motivated.
Lesson, no one in this world is above being insecure about their wealth or status. It just happened to the worlds richest dude.
Twitter has done terrible harm to society and whatever and whoever does it harm, it’s doing a good job in my book.
Although in this case, contrary to what it's arguing, Twitter doesn't actually want the marriage to happen. It just wants to keep the $1B engagement ring.
There are basically two categories of Twitter shareholders: Those who are invested in the business's long-term success, and those who could care less about the business and want to dump the stock as soon as they can get a good price for it.
Right now, the latter category want the sale to go through so they can divest; they don't care if Twitter burns to the ground afterward.
But what is the outcome that people invested in Twitter's long-term success actually want? Twitter's lawyers are arguing that Musk is an incompetent businessman who made a really terrible knee-jerk decision, and in the same breath they're saying that he should be compelled to be made Twitter's new owner -- an unwilling, incompetent owner who will likely tank the business even if he doesn't make any more stupid decisions, just by virtue of how this all played out.
These people, one would think, would prefer to get the $1B parting fee and be done with Musk, even if that means passing up on the potential for a short-term gain that an outright sale might give them.
Similarly, in a romance, whatever short-term benefits you might get by having a wedding, they're never going to be worth the trouble if it means marrying a terrible person.
In many ways they are like Amnesty International in that no matter which human rights issue they report on, there will be a contingent that says, well everything else you says is true, but the stuff you said about me is completely wrong and you've loss all credibility.
It is a hard spot to be in trying to be neutral in a world of actors who only want the other side criticized or censored and never themselves.
I am glade I do not have such a role. I wouldn't be able to take the constant flak from all directions for actions or inaction.
Do you have a link of an example of what you say ? Were the people in those linked example not banned at the time? On average, how many people calling your precious "trans people" pedophiles and groomers are banned vs. how many of the trans people themselves get banned when they say things equivalent or far worse ?
It's mindblowing to me how the most coddled and put-on-a-pedestal group in public discourse is complaining about censorship and unfair treatment. They literally ban people for not using pronouns. It's honestly laughable.
I'm not going to acknowledge the second paragraph because it's just hilariously out of touch with reality.
I honestly don’t care, I’m not on either side. But this was not a house sale, and Musk wasn’t a crazy dude approaching a home owner. He had a lot of support from shareholders since day 1.
The house was appraised and you signed a contract to buy it as-is. Then you take a hammer to every window and pipe then try to use that to negotiate a lower price.
Sorry, that is not how it works. It's clear that this is a continuation of Musk's feud with Twitter's management. His goal from the onset was to damage Twitter.
Is this true? My understanding is that the "crash" is inline with other tech companies losing value in the same period. IIRC (and I might not!), it only looks like Musk caused the crash if show only the Twitter price. Once you overlay it with some other stocks, it looks pretty normal.
It spiked because of his antics and then crashed because of his antics.
Twitter stock today ($42.52) is basically where it was at the beginning of the year ($42.66 on Jan 3), on April 1 ($39.31, right before it was disclosed that Musk was the single largest shareholder), and where it was on May 16 ($37.39, after most of the fallout of him pulling out).
Please let me know if another tech stock's price has jumps that are aligned with those events.
I'm having trouble finding a shareable link but it's clear he had an effect on the price when he made the offer and when he pulled out but, to me, TWTR appears to have gained in value compared to AMZN, GOOG and AAPL YTD.
There are some exit clauses (like Musk not getting financing from his banks) but they don't apply here. Specifically, there's no exit clause for the bot percentage.
> If it was a promise it could be written on a hallmark card.
Are you just trying to change the meaning of the word promise? Most people would agree that if you break a promise you pay a price - it might be a social one in case of a promise between friends. Or it might be a financial price in case of a written & signed promise, a.k.a a contract.
Musk is actually obligated to buy the company at this point. It is unlikely the courts will fully attempt to force such a large purchase. But the penalty decided could be much higher than $1B.
It’s almost impossible for a seller to misrepresent anything material in that situation.
But if you have evidence to the contrary, please post.
Those 2 goals are aligned.
Most of the deal is financed by banks and they have a vested interest in Twitter having at least a shot at being more valuable or profitable.
He is but it with cash but (mostly) not his own so deliberately running the company into the ground could make him liable for damages.
But that can’t be it and what really happened, Musk is buying Twitter for us and restoring our Free Speech…right?
https://www.sec.gov/Archives/edgar/data/0001494730/000089924...
https://finance.yahoo.com/quote/TSLA/insider-transactions?p=...
Insiders have to have a stock acquisition/disposition window and follow that schedule to only sell during that pre-determined schedule
I don't really understand this theory/criticism, can you elaborate? note, its not about whether he did, its about whether its important since all insiders have windows and schedules they can and can't sell in
in this criticism, did he sell outside of that window? and is that compliant?
if it was within the window, then... who cares?
okay
If you have SEC filings showing these sales were scheduled in advance show please link them.
So proving that they werent is More important than proving that they were
There's no way to simply back out of a very public offer for a major social app without litigation that costs time out of your life (which is in that case more of a painful thing than losing the money). Paying capital gains (after huge deductions of course) might prove to be less by the time it's all done.
And TBH, he has all the reasons to think so. He’s been openly lying about so many aspects of his businesses for a long time, manipulating markets, ignoring all the rules and regulations and only thing it resulted in, was making him wealthiest man in the world.
Expressing character traits and flaws puts a harmful spin on discussions. Think of the situation as if an unknown person did the very same things perhaps?
The actual actions taken and specific words written and recorded are the only things that will be considered most by a court ultimately (if correct process is followed).
And it is not even primary issue with Musk, it is primary issue with general economy/justice syatem that favors lying and bullying, pri ided you have enough money.
$1B is a lot of money…he has obviously determined it’s well worth it to spend a few million in legal fees to try. Even if they settle (which more than >90% of cases do) maybe he cuts that penalty in half…even if he knocks 10% of financially it’s well worth it. Even if he loses and ends up paying his legal fees and their legal fees its clear he has determined it’s well worth it.
I don't know. It just strikes me as weird as forcing someone to buy something that they don't want to own or run. Especially after fighting it for months and even adopting a poison pill.
Imagine if you agreed to buy a house for $1 million and the housing market crashes and the house is worth $500k. And now multiply those values by 50,000. Why wouldn't you try to get out of the deal?
After they signed a contract to do so... and that is the entire purpose of writing up the contract.
There are authentic accounts on Twitter, but it is nowhere near as vibrant as it once was, there is far too much run by scripting on the site and not enough support and fair human moderation. Elon as well likely realized the market crash, and how much it would take to bring Twitter back to prominence (which is a risk either way) and then decided to back out. Even with major functional changes there is still a wild risk that Twitter can be too "burnt out" to bring a user base back in.
Just my opinion, but I think everyone is waiting for something totally new to replace Twitter, and it would cost a lot less than the Twitter acquisition fee to build a new app from scratch. (And no, "something new" does not mean TikTok or even Truth Social). :{
Other than that, I find twitter works as it always has, and I’m continually finding interesting new people to follow. If anything, I think twitter is the best it’s ever been at least for my hobbies (maker/hacker/diy type stuff).
I think it may involve what field you work in for perception of the matter, but a lot of others complain about botting in Crypto (etc) and a few other industries... I think on the inverse, there are still a lot of community issues that have affected everyone on the platform...
Has your account grown in followers over time? Do you interact well with other users on you account?
Many people have complained that organic growth/discovery has stalled and that interaction is low across the site for ages now to drive ad sales.
The clearest sign that something is suspect is constantly trending celebrity names when they have no new/real news involved.
The other indicator is accounts that have over 10k followers on them, nut every tweet they make has only 10 or less likes on it. They cover that activity up by retweeting others/old posts that have multiple likes on them.
I won't mention names, but just the other day I made a tweet about a news outlet reporting on a terrible homicide and the news outlet was using a celebrity's photo rather than a photo of a victim in the incident or no photo at all, and suddenly the celebrity artist's name started trending with tons of old posts retweeted and obviously simple (bot-like) posts were made tagging the artist's name to bury my comment out of view... It happened twice that day.
I am used to the dysfunction and subtle marketing tactics used on the site, not really anything worth protesting against any more.
If the Project Veritas videos are anything to go by then there's not much attention being given to the day job in the first place.
It's more complicated. The incumbent management of Twitter are not the owners of Twitter.
Initially, Musk bought shares of Twitter on the open market from willing sellers (previous homeowners in your analogy).
Because of various regulations he could not just keep doing that, and instead had to go via the complicated takeover route.
Twitter's incumbent management is a bit like the janitor in an apartment block, not the homeowner.
(Just to be clear, I am not making any moral arguments here. And when in doubt, I defer to whatever Matt Levine says on the topic.
I have opinions on 'hostile' takeovers, but this comment is not trying to express any opinion on whether the 'janitor' should have a right to interfere with 'homeowners' who are willing to sell.)
Are you referring to Twitter management also holding shares? Or some other aspect?
For my argument, it's perfectly fine if some shareholders are also employees. In their role as shareholders, they would still be selling voluntarily (or not selling, as the case may be).
It's always important to look at incentives and motivations when trying to read the tea leaves, and if you look at Delaware's incentives, it's very clear. The whole reason everyone incorporates in Delaware is because they have centuries of handling business cases and have built out a clear set of rules and procedures. That is, businesses go to them more for stability and predictability than anything else.
Musk signed a contract. The BS reasons he is trying to use to back out of it are borderline laughable, and even he knows this, so if anything is just really trying to negotiate better terms. The Delaware Court has every incentive to hold up the established rules of contracts, especially business acquisition contracts, and I'd be pretty shocked if they ruled in favor of Musk on any of his claims.
There are some taxes that are avoided by incorporating in Delaware, as opposed to some other jurisdiction, but they round to zero when compared with taxes imposed without regard to where you happen to be incorporated.
I mean, if your headquarters are in California, you have employees in California, and you get lots of revenue from California, the California government doesn't care much where you are incorporated - they'll get their pound of flesh regardless.
You really think this is the reason and not the extraordinary removal of income taxes for companies and shares?
I'd naively assume that the price to settle starts at $12 billion dollars, and maybe goes up rather than down -- right now that $42 stock price is at least anchored by the probability of Musk being forced to buy it at $54, so if this ends without a sale, we might expect the stock price to go down.
You also have to factor in almost every other social media company is down 50% YTD. If the deal falls through, the market will price TWTR like how they did to facebook which shaves off another ~$15B off their market cap.
So TWTR actually stands to gain ~$27B in value.
Presumably it would then announce that it is an expert in "bot law" and the judge would have no choice but to let it argue Musk's case.
On April 14th: Twitter stock was worth about $45. Tesla stock was worth about $985. Elon's contract said he would sell $13B worth of Tesla stock (about 13.1m stocks) as part of the plan to buy Twitter for $44B, $54.20 per share. A good deal for the Twitter shareholders even at the time. (23% higher than the market said it was worth).
On May 13th: Twitter stock is worth $40[0]. Tesla stock was worth about $769. So now Elon would have to sell 16.9m shares of Tesla, 28% more, to get a company worth 12.5% less. All signs pointed to both stocks continuing to decline along with all of tech, so the deal was getting worse and worse every day for Elon, and better and better every day for Twitter's shareholders.
Elon Musk will say or do anything he has to in order to cut his losses. There's that well-talked-about $1B get-out-of-deal fee that everyone thinks he'll be able to use. But that's actually not a valid thing- that was only if the SEC blocked the deal. He's contractually obligated to buy the company.
Elon is screwed. All the noise he is making is not going to get him out of it because the Twitter shareholders will hire lawyers just as good and expensive as his- and they are in the right.
[0]And even then $40 is only because the stock was pumped up from Elon saying he's buying it all. If not for that, it would be even lower- meaning this is an even better deal for the shareholders.
I think a judge would either order specific performance (e.g. do the thing the contract says, as specified in the contract), or we’re talking about damages (e.g. pay Twitter $X, but you don’t get anything in return).
I think a purchase at a lower price would probably only come from a settlement between the parties, and… I think that’s likely. Twitter didn’t want to be purchased in the first place, and now has Musk over a barrel. I think Twitter is going to use the threat of specific performance to try and extract a damages settlement greater than the contractual $1B from Musk.
The accelerated trial date put Musk on notice. The SEC may not take enforcing the rules seriously, but Delaware has made it their business to enforce the rules that make it attractive for big corps to incorporate under. I don't think this makes it to trial where Musk will get destroyed, and bet they end up settling in the ~10B range.
It's only fair for mullosk to be on the hook for the full purchase or at the very least the full differential.
We'll see what happens in about two months.
Or he vets out of the deal, has to pay billions for nothing and still looks like a bad business man.
Since all his wealth is based on Tesla, and more specifically on Tesla's public perception as tech company and not a car maker, all of which in turn is based to significant extent on yhe public's perception of Musk as a genius, this change in public perception is incredibly dangerous for Musk.
Musk already looked like a corporate bottomfeeder to anyone who was actually paying attention to his behavior.
You're right, though. Obviously, other facets of this situation were going to affect Tesla, but I hadn't really thought about the effects on Musk's reputation could impact his companies' share prices. TSLA is as much a cult of personality as it is a stock.
Yeah that's what makes the most sense. Musk doesn't want to buy Twitter anymore, forcing him to buy it is not a very good solution. It's possible to do, and certainly enforceable, but not a desirable outcome for anyone.
But, having him pay $10 or even $15 billions as a price to renege on his word, on the contrary, is an excellent outcome.
Similarly, if the fine is smaller, Twitter share-holders would be better off just forcing him to buy and forgoing the fine.
So a settlement number seems kinda hard to agree on, unless they have differing opinions on what the company is currently worth.
A fine close to the spread, but still a bit lower, accounts for that.
Not necessarily. There's a world where Musk really can't get the financing together, and stumping up the $44B in cash is too much of a hurdle to be worth-while.
Imagine, you could either pay $1,000 as a fine, or spend $10,000 on a car that you're pretty sure you could sell for $9,200. Obviously, in absolute terms you're better off buying and selling the car. But if you only have $5,000, it might not be worth the hassle to raise the other $5,000 to be able to buy then sell the car. Not to mention the risk that once you get the car, and go to sell it, there's a chance it only sells for $8,800.
It comes down to anti slavery laws
so probably not enforceable, though he could be fined.
https://www.barrons.com/articles/twitter-elon-musk-thirteent...
So, it’s like the thin shell company has agreed to the deal, and Elon Musk has personally guaranteed the financing.
Which means the only specific performance the judge would be mandating from Elon Musk personally would be financial payments. The actual purchasing and paperwork would be done by the shell corporation. The only thing Elon Musk would be ordered to do in his personal capacity would be to write a large check (which, seems to be well within the remit of a judge’s authority over a person without raising 13a concerns).
Like, I agree that ordering specific performance for painting someone’s house is a bit odd and might raise those questions. But, Elon Musk’s only requirement as an individual under this contract is to write a check.
To be honest, I’m pretty skeptical of the analysis of the article you cited. The article says: “ Unfortunately for Twitter, it isn’t Elon Musk Inc. but Elon Musk the individual who offered to buy the company” which is wrong.
It literally is Elon Musk Inc. which is offering to buy twitter (technically X Holdings I, Inc.). See the merger agreement here: https://www.sec.gov/Archives/edgar/data/1418091/000119312522...
Since that point underlies the entire analysis, it seems… very suspect to me to get that exactly wrong.
Short term he would fork out a lot more money, but long term he has a company that can grow...
My opinion is this is just a stalling tactic, he thinks the market will recover by next year and this is a pretext to wait until then.
Musk announces that in order to help repopulate the world he's looking for 10 female "paid volunteers" to come stay in a compound during 2023.
Musk begins a run for Senate in Wyoming.
Or even more simply: Keep talking about purchasing Twitter, but don't actually write up an offer!
Prediction: They settle for a couple billion OR Musk buys them at a slight discount to the currently agreed price. Maybe $49.69 because he is a clown?
Twitter replies to counter claims: https://s22.q4cdn.com/826641620/files/doc_news/2022/08/Twitt...
(Based on Elon's net worth of $278 billion, according to Google)
Zoom out! Everybody loved GagnamStyle and Baby Shark too, but they are not getting on radio and people would be indifferent to the disappearence of the artist who made those songs.
MarketCap is a flawed measure for tons of reasons (in my opinion FCF is king) but if you want to use such flawed measure then time spent in the S&P500 would be a meaningful way to go about it.
Tesla has been in the SP500 for how long? 1.5 years?
If JPMorgan went bankrupt tomorrow you'd see people literally in the streets crying (for a whole bunch of reasons both at the macro and micro level) much like when Michael Jackson died. If Tesla went bankrupt tomorrow it would be like if PSY of GagnamStyle fame died, a bunch of hardcore devote followers would mourn but the world would move on pretty quickly.
He did not found Paypal, Tesla, SpaceX, or anything else that's been successful with his name attached. He did not contribute any tech to those efforts. At best he's contributed publicity, but it's only ever with a flavor of celebrating how great he is.
He's an example of an utter failure of capitalism. I suppose it shouldn't surprise me that he's celebrated for it. Everyone wants to fail like him. But most people skipped the step where they're born rich, and it's just too hard to recover from that miss.
Founding doesnt matter as much as making them as viable as they are today. Seems to have a knack for something, either PR, hiring others, repeatedly betting the farm, slamming his head into a wall etc. whatever it is its on average working.
His companies create thousands of jobs and pay billions in taxes, capitalism seems to be doing its thing very well. (Yay global reduction in poverty!)
Friends who have worked with him say he is very sharp and extremely relentless and hard working. I don’t think he’s a pure confidence man. I do wonder if he has had a bit of a mental break in the past 5yrs or so.
So he definitely has some skills in leading businesses through hard times and making them succeed in the end (I've no idea how or what he does so).
Founding a company doesn't matter as much as making it grow and succeed.
Ray Kroc didn't found McDonald's (he didn't even join early) but he turned it into the massive company it is today, so it doesn't really matters who once initially signed the incorporation form.
I hope Twitter users don't have to deal with too much chaos as a result, but if it half bankrupts an idiot who openly accused a rescue diver of being a pedophile, despite knowing nothing about the man, and merely because he told Musk not to interfere with rescue operations, then let Twitter deal with a little chaos.
I have no idea what is his plan to make money with Twitter, but that is why I'm not multi-billionaire.
Since Twitter has a real (not guaranteed, but not terribly unlikely) of having a court force Musk to buy Twitter at the original price, I don’t think they’d seriously consider selling at a massive discount. I could see a small haircut to the price in a settlement, so maybe that’s the angle.
But… with the threat of specific performance looming, I just don’t see Twitter moving the needle on their price much.
I have no real basis for this, but if I had to put a number on it I’d say it’s a 40% chance (if you let me put a range I’d say between 20-80%, so I don’t have really any confidence in my guess).
But if they don’t get specific performance (which gets them a good sale price, but loses them Twitter), they are very likely to get damages (maybe capped at $1B, maybe not capped at that), which gets them a decent amount of liquid assets while they don’t lose Twitter.
So, I agree, there’s room to negotiate in the uncertainty of the ruling but not getting specific performance doesn’t really mean Twitter loses. The alternative to specific performance could still be a big cash payout with no loss of assets.
So, I think the fear of losing for Twitter is very small. And specific performance is I think a bigger threat towards Musk than its a desirable outcome for Twitter.
The more vocal Twitter users were quite dismayed by the prospect of Musk owning their favorite forum. There was talk of getting the Government to block a deal somehow because "one person can't be allowed to own the public square."
Now they're as likely to be overjoyed if a court "forces" him to conclude the deal, even with a slightly smaller price than originally advertised. Whatever principles were served by the initial objection are less important than Dunking on Elon now that he's become pariah.
There is a food market at the ground level of Twitter HQ with an awesome beer selection. More valuable than most Twitter accounts. :)
I wonder if those other 29 accounts are actually removed from the active accounts count when trying to sell their numbers.
This current saga is pure entertainment, which will end up in some kind of settlement and will leave the lawyers a lot richer.
There was a surprising and unpredictable community turnaround from about 2015-2021; don't know if it will last, but it's surprising how much better it is now.
Its just that the userbase has broadened, and is no longer early-internet enthusiasts, and also censorship is far higher now
What you 're observing is not some magical reddit improvement. It's because forums have become unmonetizable, and reddit has consolidated all of them in one place. There is nowhere else to go for comment-like discussions (HN, but it's limited). Their success and moat lies in their legacy userbase. It's not because of their performance
For tech solutions, Stackexchange is the place to go.
Or some other stylus that you can use on a touchscreen with your hands in non-conductive gloves. But a hot dog is funnier.
> Specifically, Musk used "an Internet application called the 'Botometer'—which applies different standards than Twitter does and which earlier this year designated Musk himself as highly likely to be a bot," Twitter said.
Note the “Earlier this year”. Article continues:
> This morning, Botometer gave Musk's account a rating of 1.2 out of 5, indicating that Musk is more "human-like" than bot-like as of today.
The legal brief continues:
> The Botometer thus does not even purport to apply Twitter's definition of a false or spam account. In fact, some bots (like those that report earthquakes as they happen or updates on the weather) are often helpful and permissible under Twitter’s platform manipulation and spam policy, to which Twitter respectfully refers the Court.
The latter, in my estimate, is irrelevant to the question here. Because the metric in question is “monetizable daily active “. If one person runs, besides their personal profile, 10 bots, it doesn’t matter if those bots are all “permissible“ according to Twitter‘s terms of service. These accounts still constitute, from the point of an advertiser as well as from the point of investors, just one monetizable daily active user, and not eleven.
Or put otherwise: if we assume Musk is stalling in the hope that tesla shares go back up. How long can he keep this going?
You have to spend 5 minutes reading the replies to tweets by prominent politicians to know that its filled with bots
What about all the tweets that aren't famous politicians? What about the orders of magnitude more people who just read, and maybe like, tweets?
I don't think "I see a lot of bots" is an argument that the 5% number is wrong.
Now that is most likely because they are all about very local topics or things related to my specific field of work.
They are also not very popular (a handful of retweets) and mostly cater to people I know in real life.
I know at least 10 people who regularly use Twitter through the app (aka being shown ads) but never ever tweeted a single thing.
They would be counted as real users by Twitter but 1000 bots who never viewed an ad wouldn't. That is all that Twitter claims in their SEC fillings.
That there are roughly 200 million active daily users who are being shown ads and that of those 200 million (very roughly) 5% are bots but "who knows it's a guess", says Twitter.
If there were an additional 50 Billion bots who never saw an ad, Twitters statement would still be true.
https://i.postimg.cc/BQprkpLv/Screenshot-20220805-171518-Ins...
if I was going to buy something for billions of dollars, you'd better believe multi-year long negotiations, court cases, and backing off as a tactic would be an obvious strategy
i'll buy into either side's spam once something actually happens, premature judgement -> sensationalism in this case
IANAL but this court already did enforce similar contracts in the past.
Of course the parties can also settle out of court at any time under any terms.
for real?
Let’s wait for the courts to look at the topic.
I used to work on fighting bots. Botometer has a long and storied history of making totally false claims about Twitter accounts. In the past it identified something like 50% of US Congress as bots. It has unfortunate credibility because it's a machine learning model produced by academic "research", but no credibility is deserved. The academics who created it are, in my view, guilty of gross intellectual misconduct.
Botometer has had an absurdly high FP rate for years and Twitter are right to call Musk out for using it, though presumably Musk was just as conned as everyone else who has used this tool. Really the Botometer papers should all be retracted, as should any papers that relied on it, and then the researchers who created it should be fired. Unfortunately this would require retracting huge chunks of academic social bot research - Botometer is just that prevalent.
A thorough debunking of the model can be found here by Gallwitz and Kreil:
https://arxiv.org/pdf/2207.11474.pdf
"In this paper, we point out a fundamental theoretical flaw in the widely-used study design for estimating the prevalence of social bots. Furthermore, we empirically investigate the validity of peer-reviewed Botometer-based studies by closely and systematically inspecting hundreds of accounts that had been counted as social bots. We were unable to find a single social bot. Instead, we found mostly accounts undoubtedly operated by human users, the vast majority of them using Twitter in an inconspicuous and unremarkable fashion without the slightest traces of automation. We conclude that studies claiming to investigate the prevalence, properties, or influence of social bots based on Botometer have, in reality, just investigated false positives and artifacts of this approach."
It took them years to get this paper published, and when they first announced their work the Botometer guys simply called them "academic trolls" and ignored the problems they reported (except for hard-coding their examples to be correct!).
If a full paper is too much, I've written a couple of essays about the problems of social bot research. This one summarizes an earlier/longer version of the GK paper above:
https://blog.plan99.net/fake-science-part-ii-bots-that-are-n...
and that earlier paper cites another essay I wrote back in 2017 about a non-Botometer based Twitter bot paper:
https://blog.plan99.net/did-russian-bots-impact-brexit-ad66f...
Given these issues it's not hugely surprising that Musk believes incorrect things about Twitter bots. The field of Twitter bot research is massive with over 10,000 papers. The original Botometer paper has been cited over 800 times. He is far from alone - many politicians and journalists have all fallen for these claims too. Twitter should probably have pushed back far more strongly, far earlier, but the general convention of never criticizing academics regardless of how dishonest they become defanged them and they never went further than a rather mildly worded blog post. Now the chickens have come home to roost. Misinformation spread by "misinformation researchers" is creating real world legal consequences.
plot twist: elon probably still wants to buy twitter now everyone wants him too as well
"I don't want to buy any..." - Elan Musk
1) The 5% number is right 2) Musk's number is wrong because bot counting tools are flawed because bot counting is very difficult.
So... if it's very difficult... perhaps your 5% number is wrong?
There is also this claim. Not sure why we should Twitter executives benefit of the doubt when they literally tweak metrics to get more money for themselves.
Again all of that information is public knowledge through twitter's SEC filings.
Musk didn't though:
“Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction.”
> Again all of that information is public knowledge through twitter's SEC filings.
Can you point to the paragraph where Musk waive due diligence?
Here it is mentioned in his own legal filing [0]:
> 60. Believing that due diligence processes can be costly and inefficient, the Musk Parties instead focused on bargaining for contractual representations that the information they relied upon in deciding to acquire Twitter is accurate.
Also, by definition, due diligence is something that happens before signing a contract.
[0] https://cdn.arstechnica.net/wp-content/uploads/2022/08/musk-...
Yep, the thing you're missing is that it was 100 samples per week, over a quarter, so 900 samples per calculation. I don't remember the margin of error cited but I think it was about .5%. Its not your fault though, because this is a misunderstanding that Musk actively encouraged in his tweets.
Musk has actually shown quite a few times that he either doesn't know what he's talking about here or is trying to mislead the public. For example, he also confuses total bot count and the number of bots in mDAU, which are different things.
1) Many people who create a brand new Twitter account just end up following a few celebrities and then either not tweeting much or forgetting about the account after a short time after deciding that Twitter is not for them. It's likely that somebody well-known like Musk has a ton of actual human followers who would likely be labelled as bots because they're users with basically blank profiles that would be seen as bot-like.
2) When programming any reasonably sophisticated bot that doesn't just blurt out spam as fast as possible until its banned, the programmer would design it to blend in, to avoid detection by any defense mechanisms that Twitter would have. It would likely be seeded with an array of well-known Twitter profiles to follow at random to appear like a normal person with normal interests. Any particularly well-known Twitter account would be loaded with bots just through bot authors starting out by seeding it with a list of accounts they're familiar with.
3) Due to his life and wealth, Musk probably also exhibits characteristics that makes him seem more bot-like: such as probably tweeting in random bursts at odd hours in many different geographical locations.
4) Given his status as an international figure that also has a role in geopolitics and even military action, it's not impossible that there are state actors with big resources who create bots that follow Musks account for anything from trying to influence him with responses and through polls, or to try and make him look bad by "exposing" his bot activity at a later date when they need to influence public sentiment against him.
It's not the testing tool that's necessarily bad. Botometer claims to look at over 1,000 features, which is pretty impressive. The problem might be applying that tool on Musk's profile for the specific reasons that I brought up. Musk is an outlier in many ways and isn't necessarily a good sample for an individual test as he'd tend to draw more bots than an average users' profile.
No matter how many thousands of individual features botometer has, it cannot (and will never be able to) tell whether Twitter has served ads to that user today.
Agreed, but this article was about the tool Musk used and that's what my comment was directed towards.
> No matter how many thousands of individual features botometer has, it cannot (and will never be able to) tell whether Twitter has served ads to that user today.
That seems likely, but I don't think that really means much given that Twitter's interest lays in serving as many ads as they can get away with.