On: Notice of termination of Twitter merger agreement

[aeternum]

He independently reviewed the covenants, representations and warranties of the Company but there could still be an issue if those representations (by the Company) were falsified or fraudulent.

If you are buying a bank under these same terms and the bank represents that they have $X in deposits, then it turns out that they actually have $X/2 in deposits are you saying the transaction should also be forced to proceed?

Is it meaningfully different here because X is # real users rather than dollars?

[JamesSwift → aeternum]

Theres a couple differences here.

First, so far its not an argument that the data is "falsified or fraudulent". Its merely that the data is incorrect. Theres a very big difference, and the 10-Q claims are so measured and non-committal that its very hard to even find anything that could be construed as falsified/fraudulent. The claims themselves even go ahead and say it might not be right, even implying they have a significant likelihood of imprecision due to the methodology employed.

In order for the claims to be falsified/fraudulent, you would have to have actual deliberate lying and coverups to get there. In other words, they found 20% but _intentionally still put 5% even though its a made up metric that they can just move the goal posts on_. It just doesn't make any sense to do that and, in my opinion, is _extremely_ unlikely to be found during discovery.

Second, if the argument being made is that he thinks its higher than 5% _and isnt arguing deliberate fraud_ then the clause I pasted above absolves Twitter because it says Musk has been afforded the opportunity to fact check it and has no reason to debate the accuracy of the claim.

[aeternum → JamesSwift]

Well based on the termination letter it looks like they are claiming it is deliberate since the number of known-spam accounts (blocked accounts) were not subtracted from the reported total user count.