You ready?

I was born ready.

Welcome to Advisory Opinions. I'm Sarah Isgrid. That's David French. And we are not going to talk about the Supreme Court at all today, David. Not once.

But it's still going to be a tremendous podcast.

Well, yeah, because in theory, we've had all these cases piling up at the lower courts, but actually we're not even doing that.

Just in the last week, we've had some really interesting important cases to discuss. So we're going to start with the lawsuit of Twitter's parent company suing Wachtel Lipton for a whole lot of money related to the sale of Twitter.

We're going to move on to a district courts finding about social media companies, the Biden administration, state actors, the First Amendment. It's going to be spicy.

Then we'll talk about Tennessee's gender affirming care law that was enjoined at the district court level. Well, the Sixth Circuit said, no, dog to that one.

And finally, an interesting Fifth Circuit case going on bonk that I just really wanted David's read about what happens when a student is being bullied in school over his conservative beliefs.

We'll see. All right, David. We're going to start with Twitter. And it's important at this point to lay out that we have this complaint from Twitter's parent company. And that's really all we have.

And normally we don't talk about cases in this posture because we've only got one side's version of events and that can be misleading. It can be wrong. There can be like a smoking gun ace in the hole that the other side has.

And I'll have to tell you right at the outset. I'm very concerned that that's exactly what's going to happen in this case. But nevertheless, I think we should talk about it.

So remember when Elon Musk goes to buy Twitter, they come up, they agree, everything's fine. And then Elon Musk tries to pull out. So Twitter hires Walktel Lipton to basically force performance by Elon Musk, which they do.

Then 10 minutes before Musk officially takes over Twitter pays Walktel Lipton $90 million.

If that sounds like a lot of money, it's not actually this is this is I don't want to say standard, but basically this is how mergers and acquisitions works where like the lawyer fees are this rounding error for the whole deal.

And yet it's just enormous sums of money. So enormous. In fact, that it represents again, according to the complaint 10% of Walktels entire income for the year.

Okay, other things from the complaint that you learned is that of that $90 million that they earned 72 million is a success fee.

Okay, it's about 6x what their billable hours were. Again, you can contract for anything you want, right? But at least again, according to the complaint, there's some problems here.

One of the billable hours that were billed, they're claiming that there's no actual description like that one associate build a million dollars in the description their time ledger is analysis and another one is strategy.

And then for two of the partners who build $2 million a piece, there's none at all. All right, that's pretty funny.

But the bigger deal is that they claim that the success fee, the bonus, wasn't in the original contract with Walktel.

That originally it was just an hourly deal. And then after the deal is sealed. So Walktel comes in, saves the $44 billion sale, forces performance by Musk.

...