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The Ben Shapiro Show

Ep. 1531 - Musk Blows Up The Twitter Deal

The Ben Shapiro Show

The Daily Wire

News, News Commentary

4.4152.4K Ratings

🗓️ 11 July 2022

⏱️ 49 minutes

🧾️ Download transcript

Summary

Elon Musk pulls out of his purchase of Twitter, but Twitter wants to force him to go through with it; Justice Brett Kavanaugh is harassed at a steakhouse with his family, and the Left is ecstatic about it; and the media have had just about enough of Joe Biden. Become a DailyWire+ member today to access the extensive content catalog: https://utm.io/ueIZt    Check out the latest episode of my Sunday Special featuring bestselling author Robert Kiyosaki on Apple podcasts, Spotify, DailyWire+, or wherever you listen to podcasts.    — Today’s Sponsors: With an Alto Crypto IRA, you can trade crypto like Bitcoin, and avoid or defer the taxes. Open your Alto CryptoIRA account for as little as $10 at altoIRA.com/BEN. Protect your online privacy with ExpressVPN. Visit EXPRESSVPN.com/BEN for 3 Months FREE. Tired of paying high interest rates on your credit card debt? Check out LightStream. Receive a special interest rate discount at www.LightStream.com/SHAPIRO. Policygenius is your one-stop shop to find the insurance you need at the right price. Head to policygenius.com/SHAPIRO to get your free life insurance quotes and see how much you could save. Learn more about your ad choices. Visit podcastchoices.com/adchoices Learn more about your ad choices. Visit podcastchoices.com/adchoices

Transcript

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0:00.0

Elon Musk pulls out of his purchase of Twitter, but Twitter wants to force him to go through with it.

0:04.3

Justice Brett Kavanaugh is harassed at a steakhouse with his family, and the left is ecstatic about it.

0:08.4

And the media have had just about enough of Joe Biden.

0:10.8

I'm Ben Shapiro. This is The Ben Shapiro show.

0:18.8

This show is sponsored by ExpressVPN.

0:57.7

It's time to stand up against big tech, protect your data at ExpressVPN.com slash Ben. Speaking of wish, let me ask you something. What if there is someone who kept a log of every single thing you did every minute of the day? We're not talking about God and we're not talking about Santa Claus. We are talking about a big tech company keeping track of all the things you do. be pretty creepy, right? Well, this is one of the reasons why I protect my own data by using a VPN. Your internet provider is allowed to store logs of every website you've ever visited. They can legally sell that data to anyone, which is why I always use ExpressVPN. ExpressVPN reroutes your internet connection through their secure servers, so your internet provider can't see or log what you do online. Now, many of you might be wondering, well, if I'm rooting all my data through a VPN,

0:56.1

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1:11.4

which makes it impossible for their VPN servers to store any data, including logs of any ExpressVPN customer. You don't have to take my or ExpressVPN's word for it. ExpressVPN is so confident in their no logs claim, they even had one of the biggest assurance firms, PWC, audit their technology. It's no wonder the version named ExpressVPN the number one VPN on planet Earth. So stop letting people keep logs of what you do online. Visit expressvPN.com

1:30.6

slash Ben right now. Find out how you can get three months for free. That's EXPR, ESSvPN.com slash Ben to learn more. Well, the big news of the weekend is that Elon Musk has now announced that he is pulling out of his Twitter deal. According to the Wall Street Journal, his showdown with Twitter has set the stage for what could become one of the most unusual courtroom battles in corporate takeover history, a spurned acquisition target that never saw it to be bought, potentially trying to force the buyer who soured on the deal to see it through. In just over three months, Musk aggressively pursued a takeover of Twitter. At first, Twitter resisted, and then he prevailed, and then he reneged, all the while using the very platform to ridicule Twitter and its leaders and drop hints about his shifting intentions. With Musk's attempt to terminate his $44-Tay Twitter says it plans legal action in a statement on Friday, it indicated it will file a lawsuit in the Delaware Court of Chancery arguing that Musk has to close the agreed upon

2:17.5

deal. Basically, in order for Musk to show that the deal cannot close, he has to now demonstrate

2:22.4

that there was some sort of materially adverse circumstance that prevented him from closing

2:27.2

the deal, namely that Twitter lied to him in its materials, for example. Friday evening, he filed

2:32.0

papers saying he wanted out taking aim at Twitter on several fronts, saying the company violated their merger agreement. He accused Twitter of withholding data from him to verify facts about the business and that its statements on the amount of spam on the platform represent material misstatements to regulators. He also argued the company was making critical changes to the ordinary running of the business without his consent, such as imposing a hiring freeze and layoffs. So basically, he bought, he said he was going to buy the company. On the basis of that, they started making changes. And then he said, I don't like the changes that you're making based on me saying I'm going to buy the company. I'm out. And also, you guys keep saying that there's only a certain amount of spam on the platform. I say there's way more spam on the platform than you're letting on. The problem is it's very difficult for Twitter to actually know how much spam is on the platform because there's some accounts that look like bots that aren't bots. There are some accounts that are bots but are actually owned by major corporations, for example. Corporate law experts say Twitter appears to be on sound or legal footing than Musk, according to the Wall Street Journal. The filing didn't provide evidence to back up his assertion that the estimate was inaccurate or an alternate calculation. This isn't even in the ballpark, said Zohar, Goshen, Professor of Transactional Law at Columbia Law School, adding the impact on a company's value needs to be so dramatic, its value would have to be halved, for example. Lofton hiring freezes at tech companies in recent weeks have also become commonplace. Facebook has cut back. Tesla is also trimming staff. The question remains whether it's really possible to force the eccentric billionaire to buy a company he doesn't even want to own. Goshen says, what are they going to do if there's a judgment? And he says, well, I'm still not going to do it. They don't have the tools to force him to go through with it. You can't put people in jail because they don't buy something, which is true. There have been a few examples of buyers being forced to follow through

3:58.5

with purchases under specific performance clauses

4:00.4

that Musk agreed to. don't buy something, which is true. There have been a few examples of buyers being forced to follow

3:58.3

through with purchases under specific performance clauses that Musk agreed to. Most were really

4:02.0

small deals. Never has the concept of a court forcing a buyer to complete a deal been tested

4:06.0

on a large scale like this. Most legal clashes over sour deals and in settlements involving a

4:10.7

price cut or a one-time payment. Musk did agree to pay a $1 billion reverse termination feed to Twitter if the deal fell

4:15.9

apart triggered under certain scenarios, including if his debt financing falls through or if regulators try to block the deal, neither has occurred. And they're bringing in all of the big legal guns. Twitter brought in Wachtell, Lipton, Rosen, and Katz, which is a massive New York-based law firm. Musk is using Scadden ARPs, another massive, I believe, New York-based law firm.

4:33.5

Twitter's already been working with Simpson, Thatcher, Bartlett, and Wilson-Sonsini. Musk's team includes Quinn Emmanuel, Urquhart and Sullivan, which is the California-based lawf-vers. These are major legal players, by the way. The agreement caps at $1 billion, the amount Twitter could sue for damages. So either they can force him to buy the whole company and sue for that, which again,

...

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