Over the last two months, quite a few labels have been applied to Elon Musk’s proposed $44 billion takeover of Twitter. The buyout has, variously, been called a saga, a drama, a clash, a battle and “capitalism gone rogue.” When a story involves someone as colorful as Musk, and when the narrative keeps shifting as it has, it’s easy to gin up increasingly colorful terms to describe the goings-on.

Why stop there? Musk certainly hasn’t. The storyline shifted again on Monday with Musk flatly stating what he has been saying implicitly for the past several weeks: He’ll call off the deal and walk away unless Twitter lets him see the data used to calculate its estimate about bots and spam accounts that may be inflating estimates of traffic to the site. Twitter says he can’t, and it won’t.

At this point, calling the Musk-Twitter deal a saga or a drama sorta undersells what’s going on. The deal now looks a lot like a game of chicken. Musk is behind one wheel, and the Twitter board piles in the other, sending the two cars hurling towards each others.

The game’s dynamics begin with Musk’s assertion that there are many more bots on Twitter than the company acknowledges. Parag Agrawal, Twitter’s CEO, maintains that spammers make up less than 5% daily active accounts. Musk suggested that the number could be five-fold higher.

Musk on Monday said Twitter’s failure to provide him with data on the bots constitutes a “material breach” of the merger agreement, a great enough violation for him to terminate the deal. He argued an alternative point earlier, suggesting that the discrepancy between his figure and Twitter’s might be enough to call off the deal, possibly because a variance between his number and Twitter’s might constitute fraud on Twitter’s part–or, if not outright fraud, then discovering the inconsistency might fall under the category of a so-called “Material Adverse Change,” a sudden event that would materially and adversely change the course of Twitter’s business. If advertisers found out the place was, in fact, a ghost town full of fake profiles—fake people—they’d probably be less inclined to pay for ads there. This is a very bad situation for any company that relies on advertising revenue. You could even say that it was very materially negative.

Could you argue that Musk is capable of proving each case in court? This is where lawyers and legal professionals tend to haw. They generally answer that it is unlikely. Experts say that the recent bit regarding Twitter’s refusal to share its bots data is particularly thin. “There isn’t a specific term in the merger agreement that obliges Twitter to do what Musk is asking, and so Twitter is not breaching the agreement if they refuse,” explains George Geis, a …read more

Source:: Social Media Explorer

Author: Aaron