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Phillip_McCavityhttps://www.bloomberg.com/opinion/artic … -spam-bots
I think it is important to be clear here that Musk is lying. The spam bots are not why he is backing away from the deal, as you can tell from the fact that the spam bots are why he did the deal. He has produced no evidence at all that Twitter’s estimates are wrong, and certainly not that they are materially wrong or made in bad faith. (Musk can only get out of the deal if Twitter's filings are wrong in a way that would cause a “material adverse effect” on Twitter, which is vanishingly unlikely.) His own supposed methodology for counting spam bots is laughable. Yesterday Twitter’s chief executive officer, Parag Agrawal, tweeted a thread explaining in general terms how Twitter estimates that fake accounts represent fewer than 5% of its count of active users, and how this analysis can’t be easily replicated by outsiders (because they don’t know which accounts are real, and also because they don’t know which accounts Twitter counts as daily active users). It seems clear that Agrawal’s thoughtful answer is basically correct. 1 Musk responded with a poop emoji.
More important, nothing has changed about the bot problem since Musk signed the merger agreement. Twitter has published the same qualified estimate — that fewer than 5% of monetizable accounts are fake — for the last eight years. Musk knew those estimates, and declined to do any nonpublic due diligence before signing the merger agreement. He knew about the spam bot problem before signing the merger agreement, as we know because he talked about it constantly, including while announcing the merger agreement. If he didn’t want to buy Twitter because there are spam bots, he should not have signed a contract to buy Twitter. No new information has come to light about spam bots in the last three weeks.
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Phillip_McCavityWhat can Twitter do about it? Certainly they can walk Musk through their methodology and give him evidence that spam accounts represent fewer than 5% of monetizable daily active users, but what good will that do? He doesn’t care, he’s lying about this, and no evidence that they can give him will have any effect. Twitter could get all 229 million of its monetizable daily active users in a room and have them say “hello Elon, we are real,” and that would not convince him, because he does not want to be convinced. He wants to pay a lower price.
Or Twitter can do what he actually wants, which is renegotiate the deal at a lower price. But what good will that do? What does Twitter get from signing a new merger agreement with him at, say, $42 per share? 2 He has not lived up to any of his agreements with Twitter — the standstill, the non-disparagement clause of the merger agreement, apparently a nondisclosure agreement, the merger agreement itself — and he’s not going to live up to a repriced merger agreement unless he feels like it. An agreement with Elon Musk is worthless, as Twitter has learned over and over again.
Or Twitter can try to hold him to the terms of his current deal, but that is also risky. The way the merger agreement works is that Musk’s damages are capped at a $1 billion reverse termination fee: If he walks away and Twitter sues for damages, it can’t get more than $1 billion, or about $1.30 per share, which is nowhere close to enough to compensate for losing this deal.
The agreement does, however, allow Twitter to sue for “specific performance,” meaning that it can go to a Delaware court and ask a judge to order Musk to close the deal (and fund his $27.5 billion equity commitment). But this is tough and there is no guarantee it will work. Specific performance is only possible if Musk’s debt financing is available, which seems likely but not certain, 3 and if a judge is willing to order it. On the one hand, Musk’s lawlessness and bad faith will probably annoy a judge and make her more likely to specifically enforce the merger agreement. On the other hand, Musk’s lawlessness and bad faith might worry a Delaware judge and make her less likely to specifically enforce the merger agreement. 4 It is bad, for the rule of law generally and for confidence in Delaware corporate law in particular, if Musk blatantly ignores a merger agreement and a judge lets him get away with it. But it’s even worse if a court orders him to close and he ignores the order. Musk has a history of ignoring court orders and getting away with it.
Or, as I said yesterday, the fairest consequence for all of this might be for Twitter to kick him off Twitter (they run Twitter! they can do that!), but I bet they won’t.
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Phillip_McCavityExcellent commentary, shows how Musk has basically ignored US law in his bid for twitter.
In theory, the SEC could ban him from owning a public company.
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AusCarFancierThis is more schizoid than a Dorcas post.
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You sound worried Phil.
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What can Twitter do about it? Certainly they can walk Musk through their methodology and give him evidence that spam accounts represent fewer than 5% of monetizable daily active users, but what good will that do?
It would demonstrate good faith on their part... just like Musk did the same when he put up 1 billion in earnest money.
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ArtieTubbsSeems like someone is showing off his GED in securities law
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Phillip_McCavity wrote:
I think it is important to be clear here that Musk is lying. The spam bots are not why he is backing away from the deal, as you can tell from the fact that the spam bots are why he did the deal.
\
Right. $48 billion for spam bots. That's totally a fact.
That another insane, deranged, treasoncrat piece of shyt like you totally made up, and stated it as 'fact'.
Keep fuqing that football, you retarded assholes.
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why did Twitter lie about how many spam bots were on their site?
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A reminder: there're far more pressing issues that his 'harcore legal team' will have to deal with in the future than spam bots, like keeping him out of jail. :laugh:
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Poor libbies got pwed again 
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JPP.1The point is, even if there are spam bots, they are probably not the overwhelming majority.
Also, Tweeter is still the premier platform for reaching more people than any other platform. There are no alternatives.
The existence of an acceptable error rate will be present in any statistical universe no matter what.
The key is, if their existence is within the margin of acceptability, and I think it probably is, therefore the Universe is considered accurate.
Musk is an impulsive, piece of shyt, pussy grabber, that will have to pony up.
The Tweeter BOD are probably laughing their asses off in anticipation for a $1 Billion windfall.
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JPP.1 wrote:
The point is, even if there are spam bots, they are probably not the overwhelming majority
No, asshole. The point is, twatter was lying, Elon caught them in it, and now you retarded, defective libshyts are desperately screeching lies like 'he bought it for the spam bots'!
You are all filth, vermin that should be eradicated. 
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Twitter needs to open up to public scrutiny and let us see what his going on. There are waaay more than 5% bots on there.
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JPP.1wrote:
No, asshole. The point is, twatter was lying, Elon caught them in it, and now you retarded, defective libshyts are desperately screeching lies like 'he bought it for the spam bots'!
You are all filth, vermin that should be eradicated. crybagger.gif
You sound upset.... Perhaps you should get counseling...
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JPP.1wrote:
Twitter needs to open up to public scrutiny and let us see what his going on. There are waaay more than 5% bots on there.
kermit.png
Ok. Einstein... give us your figure.... perhaps you have already done some work before you opened your mouth.
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JPP.1 wrote:
kermit.png
Ok. Einstein... give us your figure.... perhaps you have already done some work before you opened your mouth.
That's the thing... that's what Elon put up one billion dollars for... to get that information (not the public) Twitter is refusing to cooperate.
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JPP.1 wrote:
kermit.png
Ok. Einstein... give us your figure.... perhaps you have already done some work before you opened your mouth.
Musk said it is at least 20% and probably a lot higher
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Twitter has to do nothing, nada. Either the deal goes through - or Musk forfeits $1bn, and Twitter still has the right to sue Musk.
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wrote:
Twitter has to do nothing, nada. Either the deal goes through - or Musk forfeits $1bn, and Twitter still has the right to sue Musk.
They won't sue because it would mean they would have to prove things that they would not want to be seen.
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JPP.1 wrote:
Also, Tweeter is still the premier platform for reaching more people than any other platform.
Not even remotely true. 
Twitter is narcissists and egomaniacs shouting their stupid opinions at the world. Nothing more.
Twitter has been full of spam bots and fake users since day one. Everyone knows this.
Elon Musk decided to buy Twitter for 48 Gazillion Dollars, for reasons that only make sense in his retarded brain. At some point his accountants said "Are you fuqing crazy?" and now he is trying to find an excuse to back out of the deal.
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Phillip_McCavitywrote:
No, asshole. The point is, twatter was lying, Elon caught them in it, and now you retarded, defective libshyts are desperately screeching lies like 'he bought it for the spam bots'!
You are all filth, vermin that should be eradicated.
Musk lied to the SEC, his filing said he was not planning to influence the company.
There should be a criminal investigation.
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Phillip_McCavity wrote:
Musk lied to the SEC, his filing said he was not planning to influence the company.
No he didn't.
In fact he has publicly said just the opposite from day 1.
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Phillip_McCavity wrote:
Musk lied to the SEC, his filing said he was not planning to influence the company.
There should be a criminal investigation.
Oh right, you're just making shyt up again.
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Phillip_McCavitywrote:
No he didn't.
In fact he has publicly said just the opposite from day 1.
Read the article, he was 10 days late in his stock disclosure, and when he did make it, it was filed on a 13G, not a 13D.
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