Elon Musk is back, and now he wants to own Twitter again! Pleasant.
Right this moment let’s speak in regards to the backdrop towards which he made this determination, whether or not it’s in some way an extremely elaborate effort to get out of the deal, and what Twitter’s beleaguered workers are saying about it internally.
Did the information come as a shock? Positive, I suppose. The billionaire Tesla CEO has for months now remained uncharacteristically on message, holding quick to his assertion that the quantity of bots and spam on the platform should be purpose sufficient for him to desert his deal. His authorized crew appeared buoyed by the late-breaking look of a whistleblower prepared to claim that present-day Twitter poses a threat to national security, and amended its lawsuit towards the corporate in its third and presumably ultimate try to terminate the $44 billion acquisition.
I’ve adjusted my posture to count on nothing from Musk in any respect. I’m accomplished making predictions.
However this relative consistency is, on stability, an anomaly within the multiverse of insanity that’s Elon Musk’s emotions about Twitter, Inc.
In these early days of the story, I’d typically write right here that with regard to Musk, one ought to count on the sudden. Since then I’ve adjusted my posture to count on nothing from Musk in any respect. I’m accomplished making predictions. His has a whim-based model of management, and his whims comply with no sample that I can discern. The person signed a deal, spent months trashing it, did all the things he may consider to get out of it, after which one Monday evening notified Twitter’s legal professionals that he wished to signal it in spite of everything. Anybody who tells you they will draw a straight line by these occasions is writing fan fiction.
But when I can not faux to attract a straight line right here, I can a minimum of provide a scatter plot.
Remark one: the previous week has been a tumultuous interval on-line, even for Musk. On Monday he tweeted a characteristically half-baked idea to end Russia’s war on Ukraine, which concerned Ukraine unilaterally surrendering a few of its territories, together with a yes-or-no ballot. “No” gained with 59.1 p.c of the vote, which Musk blamed on bots; extra embarrassingly, Ukraine’s ambassador to Germany advised him to “fuck off.”
Days earlier, Musk had additionally discovered himself embarrassed by the disclosure of various texts sent to him by millionaires and billionaires offering advice, money, and other support as he sought to acquire Twitter. I’ll at all times keep in mind a handful of those texts — beginning with Salesforce CEO Marc Benioff messaging Musk to say “Twitter conversational OS- the townsquare for your digital life” (???) — however the salient level is that discovery within the lawsuit had begun to blow again on him and his pals.
On its face these occasions may not be sufficient to get a person to spend $44 billion to take again management of the product and the narrative. However I wouldn’t wager my life on it.
Remark two: Musk’s authorized case wasn’t going properly. For those who’re on the lookout for the Occam’s razor clarification for in the present day’s occasions, that is the one. Twitter’s legal professionals had written an excellent merger settlement, and Musk signed it with out doing any due diligence. Like most US tech firms, Twitter is headquartered in Delaware, which prides itself on adherence to the rule of legislation and the tidy disposal of merger disputes.
And as Jef Feeley, Ed Hammond, and Kurt Wagner word at Bloomberg, in various pre-trial motions the Chancery Court judge kept siding with Twitter:
Musk’s authorized crew was getting the sense that the case was not going properly, as Choose Kathaleen St. J. McCormick sided repeatedly with Twitter in pretrial rulings, in response to one particular person acquainted. Even with the late emergence of a Twitter whistleblower who alleged executives weren’t forthcoming on safety and bot points, there have been considerations Musk’s facet wouldn’t be capable of show a fabric antagonistic impact, the authorized normal required to exit the contract.
Furthermore, Twitter had simply been granted the best to go looking Musk’s messages to see whether the Twitter whistleblower, Peiter “Mudge” Zatko, had contacted Musk earlier than he tried to again out of the deal, which can have raised some disagreeable new questions for each of them.
In any case, Twitter is suing to pressure Musk to shut the deal; confronted with probably defeat — and far embarrassment alongside the best way — he could have determined to capitulate.
However right here, too, there’s purpose to be confused. Had Musk misplaced, he confronted two potential penalties. One is that the decide would have sided with Twitter and compelled him to purchase the corporate for $44 billion; the opposite, although, is that she would have sided with Twitter and compelled Musk to pay solely the $1 billion breakup payment stipulated within the merger settlement.
For those who’re Elon Musk, wouldn’t you roll the cube?
The latter possibility may not have been terribly probably; as Matt Levine defined in July, it would be bad for the business world and the legal system that underpins it: “Letting the world’s richest particular person get out of a deal for a nominal payment as a result of he bought tired of it undermines the rule of legislation and the predictability of Delaware merger agreements.”
However if you happen to’re Elon Musk, and you’ve got spent months criticizing Twitter’s executives, insurance policies, bots, safety, and so forth; and you’ve gotten misplaced a considerable portion of your private wealth on account of a downturn within the markets; and mentioned downturn within the markets made the $44 billion you had provided for Twitter in April appear ridiculously excessive — properly, wouldn’t you roll the cube? Wouldn’t the prospect at saving your self $43 billion justify a tough couple weeks in Delaware?
It could for me! And so possibly that’s why I learn the letter Musk’s legal team sent Twitter with skepticism: the best way it asks the court docket to remain or adjourn the trial earlier than a settlement is reached; the best way it declines to waive its potential to sue if “Twitter fails or refuses to adjust to its obligations below the … merger settlement.” (Musk’s crew has been whining endlessly that Twitter is refusing to adjust to the settlement from the beginning as a method to delay the closing of the deal.)
Maybe that’s all simply normal authorized boilerplate. But it surely appears to me that if Musk was actually ready to shut the deal, he would have labored with Twitter to place out a joint assertion indicating as a lot.
How will Twitter reply? “We obtained the letter from the Musk events which they’ve filed with the SEC,” the corporate advised me in the present day. “The intention of the corporate is to shut the transaction at $54.20 per share.”
It was at all times Twitter’s intention to shut at $54.20, after all; if they’re to achieve a brand new settlement with Musk in spite of everything this, they’ll absolutely search some new assurances from their owner-to-be. And the way Musk responds to that request, I believe, will inform us so much about how actual in the present day’s transfer actually is.
As standard, the newest twist within the Musk saga landed hardest on Twitter’s workers. Lots of them had been 45 minutes right into a three-hour 2023 planning session, I’m advised, when information of Musk’s newest antics hit the timeline. Assembly adjourned, I assume!
Within the firm’s #stonks Slack channel, one worker was equally suspicious of Musk’s letter, in response to screenshots shared with Platformer. “I don’t perceive why Elon would wish to suggest the deal once more,” they wrote. “The unique one nonetheless stands. Simply write the examine, bro.”
One other worker summarized the temper by saying that workers typically have a low opinion of Musk, and no matter goes to occur subsequent they might somewhat he and Twitter get on with it already.
On Blind, an app the place workers talk about their workplaces below pseudonyms, a ballot requested “what’s going to you miss probably the most post-privatized Twitter?”
“I noticed the publish, thought ‘haha my job’ then noticed it was a ballot possibility, so chosen it, however now realizing I gained’t miss the job I at the moment have,” one worker wrote, in response to screenshots. “I’ll and do miss my 2019/2020/2021 job, however I can’t miss my 2022 job.”
“Now time to exit the theme park and let the brand new proprietor raze it to the bottom”
“So true,” one other worker responded. “As dangerous as [former Twitter CEO] Jack [Dorsey] was at his job (possibly due to it?) Twitter had among the finest cultures / [work-life balance] / advantages within the trade below him. Learnt so much, met some superior of us, loved the experience, now time to exit the theme park and let the brand new proprietor raze it to the bottom and construct what he needs (metaphorically).”
Price noting: Twitter saw attrition of more than 700 employees in current months.
Staff additionally provided some reward for Twitter CEO Parag Agrawal, who has been principally silent for the reason that authorized battle towards Musk started, however seems to have the higher hand for the second. (He’s set to receive $42 million assuming Musk fires him after taking on.)
“You simply accomplished the sport,” the worker wrote, in a publish headlined “Congratulations, Parag.” “You outmaneuvered Musk, got here out unscathed and hundreds of thousands of {dollars} richer. You’re below 40, have FU cash, and your status is basically intact. You simply gained at life. Must respect that. And to anybody else: Don’t hate the participant. Hate the sport.”
— Zoe Schiffer contributed reporting to this column.
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