Like Elon Musk’s tangled pose with Twitter Moves from the boardroom to the courtroomOne might expect that, under the watchful eye of the Delaware Court, things would take a much more predictable course than they had hitherto.
In theory, the lawsuit that the social media platform launched on Tuesday to force Musk to pursue its takeover offer offers a limited set of potential outcomes: Musk could be forced to close at the agreed-upon $44 billion price; Pay $1 billion termination fee to exit the deal; cough some middle price that the court decides; Or escape completely unscathed.
However, if there is one lesson to be learned from all that has happened thus far, it is that there are no guarantees, even in the face of binding contracts, federal regulations and historical precedent, when it comes to the world’s richest man. Compromise is still an option — some experts even say it’s a possibility — and it will open up a whole new list of options. Here are some of them
Non-participation agreements
Musk has never been late to criticize Twitter, despite being among the platform’s biggest users.
he has Criticize Its content moderation policies as undemocratic, has lobbied for major changes to both the company’s product and business model, and has consistently criticized the site’s handling of automated spam bots (“the single most annoying problem with Twitter,” he once said Wrote).
His signature on a deal to buy the platform didn’t dampen the barbs. In one of the tweets that Twitter included in the lawsuit, he responded to CEO Parag Agrawal’s remark with nothing but emoji “tube”.
The company complained in the filing: “Since signing the merger agreement, Musk has repeatedly underestimated Twitter and the deal, which has created business risk for Twitter and downward pressure on its share price.” This is despite a stipulation in the deal that Musk’s tweets “do not disparage the company or any of its representatives.”
Charles Elson, founding director of the Weinberg Center for Corporate Governance, said it wouldn’t be unusual for this type of agreement to become part of a long-term settlement. “You can have a non-association agreement” under those kinds of circumstances, he said. “I wouldn’t be shocked.”
“He won’t detract from Twitter, and they won’t detract from it,” Elson added. ‘It would be a mutual non-compromise.’
Whether Musk will actually abide by these terms is of course a different question entirely.
undisclosed agreements
Also on the table could be some kind of non-disclosure agreement, or NDA, that would limit what one or both parties could share publicly about the relationship they’ve been engaged in since early April.
“I can definitely see a nondisclosure agreement happening which would keep certain terms confidential and allow the side to ‘save face,’” Alex Bruno, founder of Glendale-based law firm Bruno, said in an email.
Bruno added that Twitter may still have to disclose some information, given that it’s been circulating publicly.
This prospect could be particularly attractive to Twitter because, according to the lawsuit, the company gave Musk extensive access to company information during its dealings, including about 49 tibytes of raw historical site data.
Then again, Musk appears to be currently bound by some kind of NDA, and doesn’t seem to be concerned about it. “Twitter legal has been summoned to complain that I violated their non-disclosure agreement by revealing that the bot scan sample size is 100!” he is Wrote In one tweet in May, he noted his efforts to replicate estimates of the prevalence of bots on Twitter.
Incomplete agreement?
One of the looming threats to Twitter is that if Musk doesn’t end this saga as a platform owner, he may bring back an idea he played with in the past: competing with the company on his own terms.
In one tweet in March, he said Requested What to do about Twitter’s content modification policies, which it has framed as undemocratic. And in a follow-up, he put forward a potential course of action: “Is a new platform needed?”
Later that day added“I’m seriously considering this.”
Now, with the benefit of seeing some of Twitter’s inner workings firsthand — and enjoying months of free press about how he managed a social network he was in charge — Musk could fall back on that option if he isn’t prevented from doing so.
anyway Twitter alternatives You have historically resist To get into the mainstream, this is a threat that Twitter doesn’t take lightly. The company noted in its lawsuit that Musk said he would “do one of three things with Twitter: sit on its board, buy it, or build a competitor” — the first of which he chose to opt out, and the second of which he appears to be trying very hard to avoid.
Wedbush analyst Dan Ives, a frequent commentator on Musk-Twitter, said: “The biggest wildcard scenario is that Musk needs to pay a huge settlement number to Twitter in the $5 billion to $10 billion range and is also banned from starting his own platform. for social media.” Epic, in an email to The Times. “The Twilight Zone will be ending with this circus show.”
The flattening mask could be used as an opportunity to push for certain policy changes — from highly politicized changes like those around how Twitter modifies users’ speech, to the kind of horses that super users like it care about, including the addition of an “edit Tweet” button.
Even if these concessions came along with a monetary settlement he had to pay, they might provide the public figure with a chance to save face.
But it’s an unlikely outcome, Bruno said.
“I don’t see any change in the site’s policies unless a lot of money is made available on Twitter,” the lawyer wrote. However, he added, Twitter may still choose to make changes to “publicly show its users that they are active in eliminating bots,” a focus of much of Musk’s criticism.
Elson agreed. “I don’t think he will be able to obtain a change in business practices from them. … This is a business deal at the end of the day. It is [about]“What is the value of this thing?” That’s it.”
But Ives is more open to the possibility.
“If Musk is eventually forced into ownership of Twitter by a court, there may be some areas of content agreed upon as part of a deal,” he said.
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