💩 = bs
— Elon Musk (@elonmusk) July 13, 2022
will25u said:💩 = bs
— Elon Musk (@elonmusk) July 13, 2022
NEW: @ElonMusk files response to @Twitter lawsuit. Discloses Twitter hand reviews only 100 "random" accounts a day to check for bots. Musk cites need for dozens of witness depositions, including company leadership.
— Tom Fitton (@TomFitton) July 16, 2022
LinkQuote:
According to a source close to the ongoing legal battle between Tesla CEO Elon Musk and Twitter, the tech billionaire plans to file a countersuit against Twitter in the coming days.
The New York Post reports that a source close to the ongoing lawsuit between Elon Musk and Twitter alleges that Musk plans to file a counter lawsuit against the social media company in the coming days. Musk's lawyers are reportedly aiming to convince a Delaware Court of Chancery judge to grant them more time to gather information about bots on Twitter.
I wrote this newsletter. That’s it. No automation, no AI, no machine learning. https://t.co/pvtVVe2hrN
— Matt Levine (@matt_levine) July 18, 2022
I understand the Chancery Court in Delaware is a different type of court and maintains a rocket docket but if the court essentially denies Musk meaningful discovery solely in the interests of resolving the case(s) quickly?bthotugigem05 said:
Ultimately Twitter had to sue Elon, otherwise they'd be basically admitting that they falsified SEC filings. Thankfully this should wrap up pretty quickly I think.
Don't worry, either way lawyers will get rich.
Quote:
We define mDAU as people, organizations, or other accounts who logged in or were otherwise authenticated and
accessed Twitter on any given day through twitter.com, Twitter applications that are able to show ads, or paid Twitter products,
including subscriptions. Average mDAU for a period represents the number of mDAU on each day of such period divided by the
number of days for such period. Changes in mDAU are a measure of changes in the size of our daily logged in or otherwise
authenticated active total accounts. To calculate the year-over-year change in mDAU, we subtract the average mDAU for the
three months ended in the previous year from the average mDAU for the same three months ended in the current year and
divide the result by the average mDAU for the three months ended in the previous year. Additionally, our calculation of mDAU is
not based on any standardized industry methodology and is not necessarily calculated in the same manner or comparable to
similarly titled measures presented by other companies. Similarly, our measures of mDAU growth and engagement may differ
from estimates published by third parties or from similarly-titled metrics of our competitors due to differences in methodology.
The numbers of mDAU presented in this Quarterly Report on Form 10-Q are based on internal company data. While
these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement, there are
inherent challenges in measuring usage and engagement across our large number of total accounts around the world.
Furthermore, our metrics may be impacted by our information quality efforts, which are our overall efforts to reduce malicious
activity on the service, inclusive of spam, malicious automation, and fake accounts. For example, there are a number of false or
spam accounts in existence on our platform. We have performed an internal review of a sample of accounts and estimate that
the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the
quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each
monthly analysis period during the quarter. In making this determination, we applied significant judgment, so our estimation of
false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or
spam accounts could be higher than we have estimated.
Definitely weasel words, common for SEC filings but that also implies they have made a good faith effort to ascertain those numbers.Quote:
In making this determination, we applied significant judgment, so our estimation of
false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or
spam accounts could be higher than we have estimated.
It's one thing to list a risk.jh0400 said:
If this is the basis on which they plan to argue that their inability to substantiate the company's claims regarding bots represents a Material Adverse Effect, then this is over before it begins. From the most recent 10-Q:Quote:
In making this determination, we applied significant judgment, so our estimation of
false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or
spam accounts could be higher than we have estimated.
If that's all it would take to get out of the deal, that would have happened already. But because there's specific performance embedded in the contract, and Twitter intends to enforce it, he can't just pay the termination fee and walk away.Proc92 said:
Why not pay the breakup fee and couple that with a new offer for significantly less?
Judge sets October trial to decide Musk's $44 bln deal for Twitter
— *Walter Bloomberg (@DeItaone) July 19, 2022
Another avenue to look at is through their auditing firm. It will be interesting to see the testing that they performed and the management assumptions/judgments that the firm accepted as reasonable.BusterAg said:It's one thing to list a risk.jh0400 said:
If this is the basis on which they plan to argue that their inability to substantiate the company's claims regarding bots represents a Material Adverse Effect, then this is over before it begins. From the most recent 10-Q:Quote:
In making this determination, we applied significant judgment, so our estimation of
false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or
spam accounts could be higher than we have estimated.
It's another thing altogether to throw willful ignorance at an inconvenient problem. If management knew that there were a lot more spam bots than they were reporting, or should have known for any reasonable management team, then you can't hide behind a simple risk statement like this.
Ok. So an agreement with a breakup fee and a specific performance clause. Seems like enforcing one makes the other moot. Seems ambiguous.HTownAg98 said:If that's all it would take to get out of the deal, that would have happened already. But because there's specific performance embedded in the contract, and Twitter intends to enforce it, he can't just pay the termination fee and walk away.Proc92 said:
Why not pay the breakup fee and couple that with a new offer for significantly less?
The motion to expedite is happening right now. Twitter wants 60-90 days to trial, Musk wants April 2023. Judge grants the motion to have trial in October 2023, and proposes a five day trial. The date is flexible is an issue arises, but attempts to convince both sides to stick to this schedule. Says we've had complex cases before us, and doesn't think this one is all that complex. The judge basically didn't believe what Musk's attorneys were telling her.
Yeah but they said how they do it - humans look at about 3000 random accounts a month and make a judgment call about whether it's a spam account. They go so far as to say their method involves a lot of judgment and could be wrong. Unless Musk has proof that they didn't do this specifically, he's not in a strong position here. Whether he thinks their method is good or produces accurate numbers is irrelevant. They never claimed to be doing anything else in an SEC filing, and the merger agreement makes no mention of or representation about bots whatsoever.aggiehawg said:Definitely weasel words, common for SEC filings but that also implies they have made a good faith effort to ascertain those numbers.Quote:
In making this determination, we applied significant judgment, so our estimation of
false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or
spam accounts could be higher than we have estimated.
Musk's position seems to be that they didn't make a good faith effort as they had no financial incentive to do so. Might as well have just based their numbers by throwing darts at a board.
IMO the whole thing was an opportunity to liquidate a bunch of Tesla stock while it was high without having the narrative be about that. Now he'd rather have that cash than Twitter if he can swing it.Burpelson said:
Buyers remorse especially when his Tesla stocks tumbled along with Twitter.
No doubt about that. Momma needs a new yacht type of billable hours.HTownAg98 said:
I'm pretty sure they can handle it. It's just billable hours now.
The termination fee only applies if certain conditions happen or don't happen. For example, if something gets screwy on the financing end, he could get out of the deal paying the $1B fee. Buyer's remorse is not one of those conditions.Proc92 said:Ok. So an agreement with a breakup fee and a specific performance clause. Seems like enforcing one makes the other moot. Seems ambiguous.HTownAg98 said:If that's all it would take to get out of the deal, that would have happened already. But because there's specific performance embedded in the contract, and Twitter intends to enforce it, he can't just pay the termination fee and walk away.Proc92 said:
Why not pay the breakup fee and couple that with a new offer for significantly less?
The motion to expedite is happening right now. Twitter wants 60-90 days to trial, Musk wants April 2023. Judge grants the motion to have trial in October 2023, and proposes a five day trial. The date is flexible is an issue arises, but attempts to convince both sides to stick to this schedule. Says we've had complex cases before us, and doesn't think this one is all that complex. The judge basically didn't believe what Musk's attorneys were telling her.
Twitter could cancel the deal if that happens, but they would owe Musk the $1B termination fee. It would have to go way higher than the $54.20 for that to happen.Harry Stone said:
what would be funny is if twitter sees a huge rebound over the next 3 months and their stock soars above Musk's agreed price per share
Actual Talking Thermos said:
I think the funny part is that if anything Musk has always had reason to think there are more bots on Twitter than there are, because every time he posts his replies and mentions are absolutely crawling with them. This is for one simple reason: big Elon Musk fans are known to be a prime target for scams. Got a crypto or investment or other get rich quick scam? Drop Elon Musk's name, that's gonna be your best bet.
It became such a thing that Twitter made it so you couldn't put "Elon Musk" in your username for a while and maybe still.
That's what I can't figure out: why Musk is arguing "there's soooo many bots" when everyone and their dog knows Twitter is loaded with bots. What really matters is what Twitter defines as their mDAU number. The percent bots of the total number of Twitter users is irrelevant.Actual Talking Thermos said:
I think the funny part is that if anything Musk has always had reason to think there are more bots on Twitter than there are, because every time he posts his replies and mentions are absolutely crawling with them. This is for one simple reason: big Elon Musk fans are known to be a prime target for scams. Got a crypto or investment or other get rich quick scam? Drop Elon Musk's name, that's gonna be your best bet.
It became such a thing that Twitter made it so you couldn't put "Elon Musk" in your username for a while and maybe still.
Irrelevant as to valuation of the company? How so?Quote:
The percent bots of the total number of Twitter users is irrelevant.
HTownAg98 said:That's what I can't figure out: why Musk is arguing "there's soooo many bots" when everyone and their dog knows Twitter is loaded with bots. What really matters is what Twitter defines as their mDAU number. The percent bots of the total number of Twitter users is irrelevant.Actual Talking Thermos said:
I think the funny part is that if anything Musk has always had reason to think there are more bots on Twitter than there are, because every time he posts his replies and mentions are absolutely crawling with them. This is for one simple reason: big Elon Musk fans are known to be a prime target for scams. Got a crypto or investment or other get rich quick scam? Drop Elon Musk's name, that's gonna be your best bet.
It became such a thing that Twitter made it so you couldn't put "Elon Musk" in your username for a while and maybe still.
Actual Talking Thermos said:Yeah but they said how they do it - humans look at about 3000 random accounts a month and make a judgment call about whether it's a spam account. They go so far as to say their method involves a lot of judgment and could be wrong. Unless Musk has proof that they didn't do this specifically, he's not in a strong position here. Whether he thinks their method is good or produces accurate numbers is irrelevant. They never claimed to be doing anything else in an SEC filing, and the merger agreement makes no mention of or representation about bots whatsoever.aggiehawg said:Definitely weasel words, common for SEC filings but that also implies they have made a good faith effort to ascertain those numbers.Quote:
In making this determination, we applied significant judgment, so our estimation of
false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or
spam accounts could be higher than we have estimated.
Musk's position seems to be that they didn't make a good faith effort as they had no financial incentive to do so. Might as well have just based their numbers by throwing darts at a board.
Doesn't really help that before the deal he was saying Twitter doesn't have the bots under control and he's the guy to clean it up. Hard for him to now act like he's been blindsided by the news that there are possibly a lot of bots.
