The best burns out are the Twitter lawyers deployed to refute Elon Musk’s claims

So I don’t fully know what’s in Elon Musk’s countermeasures against Twitter — they’re still under seal — but I got a geek today, when Twitter dropped its response. It’s spicy! Rather than let Musk address his grievances first, Twitter went ahead and issued a blow-by-shock response, with the better of dunking Elon along the way.

I like this:

Counterclaim is a litigation story debunked by evidence and common sense

Legal documents usually have mysterious, passive-aggressive digs at the other side. Twitter’s lawyers, however, chimed in in response to Musk’s counterarguments. Maybe because they know how many people will read these documents; Maybe it’s just because they are mutually mean.

We’ve picked our favorite routes in paperwork, and are displaying them here for anyone who may be interested.

So you might recall that the reason Musk’s Twitter bailout was due to Twitter’s “false and misleading statements.” Those statements have to do with spam and bot accounts, and were part of the October trial date that Musk’s lawyers established during the hearing.

Twitter briefly walks you through its process, its paperwork, and its disclosure statements in previous SEC filings. “Musk does not identify any false or misleading statement of fact in this disclosure,” notes Twitter. So where are his weird numbers coming from? Well, they don’t know, because:

Musk isn’t measuring or even using the same amount of data as Twitter.

Twitter suggested that Musk was deliberately distorting these numbers to “make waves”. And then it says, “Who’s the bot now, Hot Stuff?”

Musk’s “preliminary expert guesses” are nothing more than the output of running erroneous data through a common web tool. … confirming the unreliability of Musk’s conclusion, he relies on an Internet application called “Botometer” – which applies different standards than Twitter and which earlier this year allowed Musk to call himself a bot. designated as highly likely.

I can’t explain how funny I find this? Musk’s imagined, secret, was a “proprietary” analysis of Twitter data One website called botometer,

This, for my money, is the funniest part of the document. Here are some things Twitter is willing to accept:

Twitter believes that Musk is a Twitter user and has founded several companies.

Twitter acknowledges that its business is complicated.

Twitter admits that Musk is a Twitter user and has over 100 million followers

Twitter admits it detects and removes spam from its platform

But “Twitter otherwise lacks knowledge or information sufficient to form a belief” as to whether Musk believes in free speech and open debate, whether he appreciates Twitter as a town hall, or that Twitter is his It was a natural option to invest. Later, Twitter admits that “Musk tweets frequently.” It does this once in those words and once like this:

Twitter acknowledges that Musk actively uses Twitter and many believe that open discourse is essential to a functioning democracy.

Does Twitter believe that open dialogue is essential to an active democracy? Don’t know, but they can’t believe whether, for Musk, “eliminating free speech is a worse cure than a disease.”

Twitter acknowledged that it did not provide information to Musk parties in an April 28, 2022 press release prior to the signing of the merger agreement and a non-disclosure agreement of the parties.

Sorry, this might be the least-key joke of “Twitter accepts,” which is: yeah, we didn’t give him the press release until he signed the NDA. Now, it’s in response to Musk’s complaint that Twitter didn’t get a heads up when it announced it was doing wrong calculations for its daily active users. many years, But it seems pretty sensible to me not to tell people with strong Twitter habits and poor impulse control anything until they’ve signed the NDA.

Or maybe this is it. Musk’s lawyers wrote that because Musk thought due diligence was “expensive and ineffective,” he did not.

Twitter says the Musk parties declined to do any due diligence before signing the merger agreement.

Man, I mean, sometimes it just stings when your opponent agrees with you, huh?

Twitter acknowledged that on July 8, 2022, the defendants allegedly asked to terminate the merger agreement, that Twitter subsequently filed lawsuits seeking specific performance of the merger agreement, and that the defendants filed counterclaims.

Oh yes, well, Twitter admits that this case exists.

OK, so remember that will-or-don’t-dance about Musk joining the board? Twitter does!

Musk abruptly changed his mind about joining Twitter’s board (after first negotiating an offer to join the board, accepted it in writing, tweeting that he was “to take the position”. Looking forward”, informed Mr. Agarwal about the same, and also informed Mr. Aggarwal of his intention to offer to buy Twitter.

Since Musk did not identify any false or misleading statements made by Twitter, Twitter has received information regarding its withdrawal from the acquisition:

Musk has just invented this new excuse to avoid the merger agreement, as these alleged inaccuracies are nowhere mentioned in his July 8 letter, which state the grounds for terminating the merger agreement, nor the merger. In any other communication with Twitter since signing on. compromise. In any case, Twitter has never disclosed the revelations it now claims are false.

In Musk’s claim, his lawyers write that “Twitter’s primary business is operating a microblogging social media network, where users share 280 character messages called ‘tweets’.” Twitter denies this, hilarious.

[Twitter’s] The primary product, Twitter, is a global platform for real-time self-expression and interaction, in the form of Tweets. Twitter further states that the maximum length of tweets is 280 characters.

I wonder what “social network” and “microblogging” mean for Twitter’s lawyers?

I don’t think it needs any more context, honestly. I was surprised to see not an actual emoji in the filing:

On May 16, 2022, Mr. Musk publicly responded to that tweet thread with a poop emoji.

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