Here is why Elon Musk’s lawyers have declared he is "terminating” his deal to buy Twitter Inc.:
His lawyer’s letter doesn’t actually touch upon this narrative. Instead, it offers a legalesque attack on Twitter, accusing the company of lying about bots; not giving Musk enough information to investigate the bots; and not running its business properly. The message is that, much as Musk would love to close this deal, Twitter’s own conduct has (sadly, sadly) thwarted him. My colleague Matt Levine breaks it all down here.
It seems very doubtful that, should this end up being thrashed out in the Delaware Court of Chancery, the court would accept Musk’s arguments if for no other reason than doing so would upend the whole concept of a binding merger agreement and render the court’s own reason for being somewhat moot. The letter is risible. The bit saying one reason Musk can walk away is because Twitter wouldn’t give him a working copy of its own bankers’ financial model is especially delightful, not least because the lawyer who wrote that will forever have his name appended to it.
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