On October 22, 2020, Tesla CEO and Chairman Elon Musk filed an amendment to his Schedule 13D with the United States Securities and Exchange Commission. In the amendment, Musk announced that he was terminates his agreement to purchase Twitter. Earlier this year, Musk had reached an agreement with Twitter to buy the social media platform for $26 billion. However, the deal was never finalized, and it is unclear whether Musk ever made a formal offer. Following Musk’s filing, Twitter’s Chairman tweeted that the platform would be pursuing legal action in order to see that the deal is completed. It is currently unclear whatTwitter’s legal options are, or whether the deal will ever be finalized. However, the situation provides an interesting glimpse into the potential power dynamics of social media acquisitions.
The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery.
— Bret Taylor (@btaylor) July 8, 2022
Twitter has hired Wachtell, Lipton, Rosen & Katz to provide its legal needs, according to a report from The Verge. Its founding partner, Martin Lipton, is credited with inventing the “shareholder rights plan” or “poison pill” defense that was initially used by Twitter to shutter Musk’s first attempt at a buyout.
This news comes as Twitter faces increased scrutiny from regulators and lawmakers over its handling of misinformation and abusive content on its platform. Wachtell Lipton is one of the most prominent law firms in the world and has represented some of the biggest companies in a variety of industries. It is perhaps best known for its work on mergers and acquisitions, but it also has a vast array of other practice areas including litigation, antitrust, intellectual property, and tax law. In hiring Wachtell Lipton, Twitter has signaled that it is prepared to fight back against its critics and defend its business model.
When Tesla CEO Elon Musk announced that he was backing out of a deal to merge his company with SolarCity, he didn’t just walk away from the potential for a huge payday. He also put himself on the hook for a termination fee of approximately $1 billion. This fee was agreed upon at the start of the merger process, but it was meant to be paid only if Musk couldn’t come up with the $44 billion needed to finance the deal, or if events beyond his control prevented it from going through. Now that Musk has pulled out of the deal, he will have to pay the fee, which is likely to be a significant blow to Tesla’s finances. In addition, SolarCity is now free to pursue other merger partners, meaning that Tesla could lose out on a key part of its strategy for growth. As a result, Musk’s decision to back out of the deal may end up costing Tesla dearly.
It’s important to note that the $1 billion fee Musk would have to pay is only for monetary damages. This does not cover things like the cost of investigating the incident, any legal fees, or any potential punitive damages.
And yes it’s true that *monetary damages* are capped at $1 billion. But we’re talking about specific performance here, not monetary damages. If Musk is forced to buy the company, then the company has no need for monetary damages, or any kind of termination fee. pic.twitter.com/BnSSQJFyH7
— Felix Salmon (@felixsalmon) May 14, 2022
As Salmon points out, this could still end up being a very costly situation for Musk even if he does end up paying the fee.
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