The Corporate Law Behind Musk v. Twitter

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The Lawfare Institute

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4.7 • 6.2K Ratings

🗓️ 28 July 2022

⏱️ 59 minutes

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Summary

You’ve likely heard that Elon Musk wanted to buy Twitter… and that he is now trying to get out of buying Twitter… and that at first he wanted to defeat the bots on Twitter… but now he’s apparently surprised that there are lots of bots on Twitter. It's a spectacle made for the headlines, but it's also, at its core, a regular old corporate law dispute.

This week on Arbiters of Truth, our series on the online information ecosystem, Evelyn Douek spoke with Adriana Robertson, the Donald N. Pritzker Professor of Business Law at the University of Chicago Law School, to talk about the legal issues behind the headlines. What is the Delaware Court of Chancery in which Musk and Twitter are going to face off? Will it care at all about the bots? And how do corporate lawyers think and talk about this differently from how it gets talked about in most of the public conversation about it?

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Transcript

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0:29.0	So right now, the only formal filings that we've seen have been a bunch since the hearing,
0:40.0	but really what we've got is Twitter's complaint.
0:43.0	And then we just have the filings related to the motion to expedite.
0:46.0	So we don't have Musk's substantive defense,
0:50.0	and it sounds like he intends to bring counterclaims as well.
0:53.0	So we'll see what he brings in the original purported termination letter
0:58.0	that his lawyers sent. They raised, it was sort of three grounds for this purported termination,
1:06.0	not all of which requires the May.
1:09.0	So for example, one of the things that they pointed to was, well, you know,
1:13.0	the staff turnovers, you laid a bunch of people off,
1:16.0	you weren't allowed to do that under the contract.
1:18.0	So that's something that doesn't need to have material adverse effect
1:22.0	in order to bust the deal.
1:25.0	I'm Evelyn Duac, and this is the law fair podcast, July 28, 2022.
1:31.0	Today, we're bringing you another episode of our Arbiters of Truth series
1:35.0	on the online information ecosystem.
	...

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