https://twitter.com/chancery_daily has had some great live tweeting of the hearing today, but I would hazard this tweet paraphrasing the ruling is the most significant
That'll be the official, legal remedy; what seems most likely is that once Twitter obtains that remedy, they'll settle with Musk, who will in fact pay damages.
Completely different type of lawsuit, and in a completely different court. There is decades of precedence here. It takes doesn’t take long to decide these cases, and the appeals are quick. This will all be over before the end of the year.
This is the board and shareholders. They wouldn’t be ”you” anymore after they sell. Why would they care about what happens to Twitter after they’ve gotten their money?
My thesis is that while $1B isn't enough for Twitter to walk away, there are likely enough shareholders who want the enterprise to continue after taking a settlement (between $1B and $44B) due to ongoing value creation that a settlement is more likely. Could shareholders be satisfied to take $44B to then incinerate Twitter with Musk owning it privately? I suppose that is possible, but doesn't feel like the narrative from majority shareholders (based on what was public during earlier events). People and motives are tricky!
That would lead to more shareholder lawsuits. The $54.20 cash deal is like a golden carrot on a stick, seeing what happened to Snap and the cloudy economic outlook means they would tank in value if Musk sells his shares. They have no choice but to accept it.
I could imagine them settling on Musk paying a penalty of the difference between $54.20 and the current price, and then immediately distributing that penalty to each shareholder (including Musk!). Or maybe a smaller penalty in combination with Musk forfeiting his current shares which would be a kind of “buyback” to help make the shareholders whole.
If the payout would be substantial, it would be dumb for Musk team not accept and buy Twitter at that point and do a later IPO at a new price after restructuring. There’s not much for Musk to loose by playing it out like this. In the end they buy it, they don’t, or they settle before then. Paying a large fine is in neither sides best interest. Twitter shareholders have to get the best result : anything less than $50/share would likely be a nonstarter if closing remains an option.
Because a sentence and how it is carried out are two (sometimes wildly) different things. Musk could lose the case and still drag the actual execution of his obligations for years.
Levine pointed out yesterday that some of the agreements Musk has in place to fund this operation will expire on April 2023, so he could wait until that date and say "whoops, I can't afford it now". I have no idea if that would stick but this case has been unusual since day zero.
The most important thing for Twitter is to get out of this mess, honestly, the sooner the better.
I believe something around $30b of the $44b is backed personally by Musk
Basically all of Musks "money" is in the US, and much of it is even in Delaware Corporations. The judge can very easily extract whatever it takes from Musk if it comes to that.
Courts take a real dim view of that kind of game. When a billionaire "can't afford" to pay a court judgment, the courts don't just shrug and say "stuff happens". They know when they're being played, and they can play back a lot harder than Musk can.
>but I don't see why a court would limit itself to those assets
If the court rules "the deal has to go forward" I don't see why other assets would be considered.
Also,
Net worth != seizable property.
Also,
Net worth >> real net worth > realizable assets > seizable assets.
To be honest, if Musk were ordered to pay the $44B today, out of his pocket, I don't think he would be able to.
All I'm saying is, even if Twitter wins (which I think they will, in the very long end), there's a long road between that decision and having the actual money (or stock or w/e) land in their hands.
On top of that, there's no way Musk could go to jail because of this (it'd be very hard to prove there was wrongdoing behind this), so there really is no pressure on him to pay the $44B, he could drag this on foreeeeveeeeeerrrr ...
Stocks of a corporation incorporated in the US are completely seizeable.
If he won't cooperate, he could be jailed for contempt (they don't need to prove wrongdoing during the deal, disobeying a court order is itself enough). They could also probably just send a court order to his stock broker.
AFAIK, there are two separate deals here, one between Twitter and Musk and one between a collection of banks and Musk. Musk didn’t make the first deal contingent on getting the second one.
Having that second deal in place convinced the Twitter board that Musk had the money and the liquidity to pay the amount he offered for Twitter, but otherwise that deal is irrelevant for this case.
>The most important thing for Twitter is to get out of this mess, honestly, the sooner the better.
On the contrary I think the most important thing for Twitter is to get $54/share for its shareholders, and liquidate. There is no alternative path with an exit anywhere near $54/share.
It is highly likely that Musk's financing will pull out if they haven't already. The market is down so the value of his existing wealth has dropped. Musk may not have the resources to close the deal. If they force him into bankruptcy they aren't going to get $44b.
They might have a number in mind that they're aiming for to back away - say $10b. They might also have him agree not to start a potential competitor for 10 years.
On the flip side they might think the markets will remain down for some time and the premium price is worth going full scorched earth on Musk. In that case he'll have to eat some punitive financing costs or file bankruptcy - most likely the latter because I can't see him giving up his stake in Tesla and SpaceX.
The financing is already committed, the banks don't have any more right break a contract for convenience than Musk or Twitter do.
> If they force him into bankruptcy they aren't going to get $44b.
Why not? He appears to still have the non-financed amount well covered by his Tesla, SpaceX, and other assets. Even if markets implode much further they'll still be able to recoup much more than the $1B cost Musk is hoping to get away with.
If the financing pulls out, the acquisition is canceled and there's a $1 billion termination fee.
As described above, if the conditions to Parent’s and Acquisition Sub’s obligations to complete the Merger are satisfied and Parent fails to consummate the Merger as required pursuant to the Merger Agreement, including because the equity, debt and/or margin loan financing is not funded, Parent will be required to pay Twitter a termination fee of $1.0 billion.
Because they'll get both money and Twitter's assets, and there is some number between $1B and $44B where Twitter will be happy to have both. Twitter isn't worth $44B right now, but, contra message board takes, it's also not worth close to $0.
Not necessarily compared to netting $44bn, though. I guess it depends on how long they think it’ll take for Twitter to reach that price again, if ever.
It might turn out to be a good deal for the shareholders, but good lord, I would not want to be one of the Twitter board members who agrees to a settlement offer. This guy owes your shareholders $44 billion! And you’re going to take less than that?!
Now, that said, there are likely to be good commercial, legal and practical reasons for them to settle this case, even if they win on specific performance. But the optics are terrible for Twitter’s board, and they’re all gonna get raked over the coals in the forthcoming shareholder litigation (which in inevitable regardless of how this winds up playing out).
That seems a little skewed. Musk owes $X billion, and _gets the company_.
If Musk gives some smaller amount of money, though still several billion, but the shareholders still own the company, that's not going to be too hard to sell as a win.
The amount would have to be close to the difference between the price he would pay and the current value of the company, at which point Musk might as well go through with it, if he really thinks he can run it better.
Seems like there's probably some number in the middle that should satisfy both sides, since Musk really seems like he doesn't want to own Twitter now, apparently. I guess we'll see. Anyway though, I personally don't see it as being that hard to defend pretty much any probable outcome, as the Twitter board.
The Twitter board agreed to sell the company, for cash, for $44 billion. Without overcomplicating things too much, it’s not actually the case that a Delaware corporation must maximize the value to the shareholders in every circumstance … except for this one, in which they - having agreed to put the company up for sale - must maximize shareholder value.
So to the extent Twitter is currently worth less than $44 billion and there’s a binding merger agreement that delivers $44 billion of value to the shareholders, the board has to do something to bridge that gap. A billion-dollar break fee ain’t gonna cut it. But sure, if at the end of the day the shareholders can retain ownership of Twitter, Inc. worth $25 billion (and the value of the company hasn’t been irreversibly impaired by this circus) and extract a $20 billion settlement from the acquirer, then were I a Twitter board member, I wouldn’t feel too worried giving my deposition about that outcome.
I hope this is a worthy & commensurate lesson for Elon Musk, who has been recklessly playing with the stock markets, flouting norms & trying to be an iconoclast in the not-so-benevolent way.
It's only a bad deal if the stock market does not recover by the time he has to complete the transaction. At his scale, he can afford to drag out the deal for another few months and save money. If the tech bubble reinflates, then this deal is bad for Twitter.
If that's what Musk is betting on, he might as well just complete the sale now. I don't think there's anything reasonable to judge the deal by except the _current_ worth, unless there's some good reason to expect it to move one way or the other.
Elon Musk doesn't know you exist and doesn't care what you think about him. Pretending that being sued is the same thing as losing isn't honest. Musk alleges twitter didn't keep to the terms of their agreement and it will come out in court how true this all is. It's not worth having a personal opinion of what people you dont know deserve when their crime is "involved in a business deal you don't approve of".
I humbly suggest, get over such vitriol in a opinion & knowledge sharing platform like HN, maybe get some professional help. Just a sincere advice from fellow user
It isn't a directed sarcasm. Writing like this isn't okay
Quoting guidelines:
"Please don't post shallow dismissals, especially of other people's work [...]"
Your response is worse than his. You couch it with passive aggressive language but you're just saying he's mentally ill because you don't like his tone.
> Elon Musk doesn't know you exist and doesn't care what you think about him
Sorry. I am trying to engage with everyone here respectfully. I generally feel people who write like this have anger issues or purely dismissive. The later seems true if I read the answer carefully enough. I don't think I have made a personal affront to him to receive one. And the opinion is honest - writing like this unprovoked, is not okay & outside of HN guidelines anyway
What he said is at least true even if it's not nice sounding. For someone so concerned with HN guidelines you didn't seem to mind launching a personal attack against him. Maybe just downvote someone instead of trying to give them a psychiatric evaluation.
> For someone so concerned with HN guidelines you didn't seem to mind launching a personal attack against him.
I didn't. I never said 'f--koff' or 'you're a idiotic fanboy' or the likes. Commentor sides Musk strongly enough to dismiss a neutral & not-loaded opinion sufficiently with strongly worded tirade. I told 'writing like this isn't okay' on HN & you could possibly need help with a full disclaimer I am not being sarcastic. And you're faulting me?
Edit: What he said is at least true even if it's not nice sounding
Going strictly by company laws, what Musk is doing is absolutely wrong - starting with SEC episode to the latest dropping of acquisition after purchase agreement. It doesn't matter if Elon isn't my tea-time buddy. By the same yardstick everyone should stop commenting on HN because 99% of the things posted on forums aren't exactly about our work life although we somewhat/vaguely know it.
Please let us not engage in this fault finding & keep discussion civil and interesting. Quoting guidelines:
"Please don't post shallow dismissals, especially of other people's work. A good critical comment teaches us something"
Oh come on. You know what you did. Just accept that you were both in the wrong instead of providing these disingenuous defenses. Also I was remarking on the bit you quoted to me which should have been obvious.
> Elon Musk doesn't know you exist and doesn't care what you think about him
If that doesn't come across unprovoked offensive, what else is. What have I written in OP to deserve such a scathing response. Why can't we keep discussion polite?
For the record, you have not spoken anything that was any way informative to the current legal dispute of Twitter vs. Musk. Why are you trying to be unnecessarily confrontational?
you're reading vitriol where I have none. It was a statement of fact followed by a statement of opinion. There was no vitriol involved except what you're projecting into it.
>maybe get some professional help.
Maybe now is a time to take a moment of deep self reflection and think how humbly you might suggest something, and who has vitriol
>Quoting guidelines
applies directly to your attempt to say that anyone who disagrees needs mental health. This should raise some deep questions of self reflection in you, rather than thinking that everyone else is shallow while your post is not.
There was nothing shallow about my post that your post is not equally if not more shallow.
If this wasn't vitriol, it definitely lacks much common courtesy afforded to other users here. I did not start this. And I am not sure how you can consider your initial post 'just fine'.
As I said elsewhere, I am here to respectfully engage and learn something. Engaging with this post with you doesn't give me any new insight - neither on Twitter nor on common etiquettes.
hi, totally different person here, I also read vitriol in your post, which is not mutually exclusive with sharing facts or opinions
given the multiple confirmations of this, it's possible that you don't realize the vitriol in your post, or mischaracterize it as not vitriol, or just are unwilling to admit to it to others or yourself
before you respond to this post, please ask yourself if you've internalized the critical feedback you've recieved from multiple users, and are not going to simply act defensive again
As a participator in Tesla IPO Musk's actions are very concerning to me. His prior incident tweeting that he had lined up financing to take Tesla private (which was a 100% complete lie) should have been enough of a wake up call that he needed to stop "getting high on his own supply". From what we can see on the outside it appears he didn't learn anything from it.
In fact it appears his offer to buy Twitter was not a well-researched and planned operation, it seems to have been something of a whim initially.
None of us can really know what he was thinking but for my part I think it is simple buyer's remorse. He didn't really consider the consequences of tying up his personal wealth in the deal, the potential to lose control of his other companies, nor how he would ever make his money back on Twitter itself. Perhaps he thought the bull market would erase all sins eventually anyway only to slam directly into a bear market wall.
Whatever the case his behavior seems erratic and unconsidered at times. As a shareholder I find that deeply disturbing. I would much rather he focus on running Tesla and SpaceX instead of trying to buy Twitter.
I’m not sure what lesson there is to be learned here. Wasn’t it Musk who sent this to the courts by letting it go there? Why does everyone assume he’s not in control of this situation? Many favorable outcomes remain available to him.
He’s certainly improved his position since a few months ago, when the Twitter board was discussing “poison pills” to stop his purchase of the company. Now, the same board is begging him to complete the purchase.
Also, there was a recent reminder from Musk’s legal team: as its largest shareholder, Musk has a greater financial stake in Twitter than the entire board combined.
Just kidding. Yes, I wasn’t sure which document that was from and I didn’t want to use exact quotes without knowing. But I should have cited it (not that he’d mind), so I edited my post.
It was a smooth turn of phrase if you ask me. It helps that it’s the truth.
It’s relevant because it means Musk can credibly make all the same arguments the board claims to make in the interest of Twitter. It changes the dynamic of the trial compared to one against an outside acquirer. Twitter is suing its largest shareholder, Musk, who can (somewhat) credibly refute any argument that Twitter claims to be “in the interest of the shareholders.”
The lawsuit is about a contract though. I don't see where the interests of the shareholders come in to any actual courtroom arguments. There's nothing in the contract about "oh Musk must do blah blah unless it's not in the interests of the shareholders".
musk can't credibly refute such an argument as you describe unless he owns a majority of shares or can convincingly make the case that the holders of a majority of shares agree with him
Yes, I admit that “somewhat” I included in my comment was doing a lot of heavy lifting. But it’s still true it changes the dynamic of the trial. And it’s still true that the same board suing him to buy their company is the same board that months earlier tried to sabotage their company to stop him from buying it.
it literally does not change the dynamics at all, not one iota, unless he owns a majority of shares or can convincingly make the case that the holders of a majority of shares agree with him
neither is the case
the same goes for your opinions you shared about "sabotage": unless you or he can prove that a majority of shareholders believe in such silly-sounding narratives, we can proceed as if they are untrue at best, and irrelevant to the contract elon signed at worst
>Why does everyone assume he’s not in control of this situation? Many favorable outcomes remain available to him.
Well for starters he didn’t want a Delaware venue and didn’t want an expedited trial. Lost on both. Doesn’t sound like someone who is in control of the situation.
>Now, the same board is begging him to complete the purchase.
A very interesting way of phrasing reality. “Asking a court to force Musk to adhere to the contract he signed an executed.”
If you don’t work in PR, you definitely should. You have a gift for it.
> when the Twitter board was discussing “poison pills” to stop his purchase of the company. Now, the same board is begging him to complete the purchase.
These are two separate incidents although commonly conflated. Poison pill is used to block a hostile takeover where the board has been taken by surprise, by diluting stake - which happened because Musk didnt disclose to SEC for long time he owned 14.4% of the Twitter.
After the things were in the light of the day, he didn't take up the position on Twitter board & instead offered to purchase controlling stake in Twitter (something which was not possible as a board member). The negotiations hence followed for purchase
Then, he has famously backed out of the Twitter deal in bad faith & disparaged it publicly. Twitter is also beholden to its investors. They have every right not to tank their market cap because a rich guy got whimsical
>Now, the same board is begging him to complete the purchase.
"Begging" is definitely not the best word choice here. This is a lot less, "Oh, please, please, pleeeeeease Mr. Musk, please pay us, pretty please?" and a lot more, "Alright, we're tired of you fucking around. It's time for you climb out of your sandbox and hold up your end of the deal."
The Twitter lawsuit against Elon is a different thing than the acquisition contract they agreed on.
The damages that Twitter can claim from this new lawsuit are not bound by the clauses of said contract.
Although, in this case, they just want the deal to go forward, at any moment Twitter could say "your marketing stint, or whatever that was, has cost us $X billion and we want compensation for that" and they have grounds for it.
82 comments
[ 1.9 ms ] story [ 169 ms ] thread> The Court: In this case, Twitter seeks specific performance, and it is not at all apparent that damages could constitute a sufficient remedy to Twitter. https://twitter.com/chancery_daily/status/154943327265618739...
That's the judge implying that the remedy could very well be a forced completion of the purchase
And this dispute, while involving similar amounts of money, doesn't seem to have the same moral urgency to speed it along.
Because a sentence and how it is carried out are two (sometimes wildly) different things. Musk could lose the case and still drag the actual execution of his obligations for years.
Levine pointed out yesterday that some of the agreements Musk has in place to fund this operation will expire on April 2023, so he could wait until that date and say "whoops, I can't afford it now". I have no idea if that would stick but this case has been unusual since day zero.
The most important thing for Twitter is to get out of this mess, honestly, the sooner the better.
Basically all of Musks "money" is in the US, and much of it is even in Delaware Corporations. The judge can very easily extract whatever it takes from Musk if it comes to that.
* 13B from a party of banks (i.e. Morgan Stanley and friends), in exchange for who knows what (private equity?)
* 12.5B from pretty much the same party of banks but as a loan that takes Musk's TSLA stock as collateral
* 21B from Musk itself (idk under what conditions)
So he could easily "not afford it" if he wanted to.
Unless his net worth drops by about 75%, he can afford it.
If the court rules "the deal has to go forward" I don't see why other assets would be considered.
Also,
Net worth != seizable property.
Also,
Net worth >> real net worth > realizable assets > seizable assets.
To be honest, if Musk were ordered to pay the $44B today, out of his pocket, I don't think he would be able to.
All I'm saying is, even if Twitter wins (which I think they will, in the very long end), there's a long road between that decision and having the actual money (or stock or w/e) land in their hands.
On top of that, there's no way Musk could go to jail because of this (it'd be very hard to prove there was wrongdoing behind this), so there really is no pressure on him to pay the $44B, he could drag this on foreeeeveeeeeerrrr ...
If he won't cooperate, he could be jailed for contempt (they don't need to prove wrongdoing during the deal, disobeying a court order is itself enough). They could also probably just send a court order to his stock broker.
Having that second deal in place convinced the Twitter board that Musk had the money and the liquidity to pay the amount he offered for Twitter, but otherwise that deal is irrelevant for this case.
[0]: https://www.bloomberg.com/opinion/articles/2022-05-26/elon-c... (paywall bypass at https://archive.ph/e95rj)
On the contrary I think the most important thing for Twitter is to get $54/share for its shareholders, and liquidate. There is no alternative path with an exit anywhere near $54/share.
They might have a number in mind that they're aiming for to back away - say $10b. They might also have him agree not to start a potential competitor for 10 years.
On the flip side they might think the markets will remain down for some time and the premium price is worth going full scorched earth on Musk. In that case he'll have to eat some punitive financing costs or file bankruptcy - most likely the latter because I can't see him giving up his stake in Tesla and SpaceX.
> If they force him into bankruptcy they aren't going to get $44b.
Why not? He appears to still have the non-financed amount well covered by his Tesla, SpaceX, and other assets. Even if markets implode much further they'll still be able to recoup much more than the $1B cost Musk is hoping to get away with.
As described above, if the conditions to Parent’s and Acquisition Sub’s obligations to complete the Merger are satisfied and Parent fails to consummate the Merger as required pursuant to the Merger Agreement, including because the equity, debt and/or margin loan financing is not funded, Parent will be required to pay Twitter a termination fee of $1.0 billion.
Now, that said, there are likely to be good commercial, legal and practical reasons for them to settle this case, even if they win on specific performance. But the optics are terrible for Twitter’s board, and they’re all gonna get raked over the coals in the forthcoming shareholder litigation (which in inevitable regardless of how this winds up playing out).
If Musk gives some smaller amount of money, though still several billion, but the shareholders still own the company, that's not going to be too hard to sell as a win.
So to the extent Twitter is currently worth less than $44 billion and there’s a binding merger agreement that delivers $44 billion of value to the shareholders, the board has to do something to bridge that gap. A billion-dollar break fee ain’t gonna cut it. But sure, if at the end of the day the shareholders can retain ownership of Twitter, Inc. worth $25 billion (and the value of the company hasn’t been irreversibly impaired by this circus) and extract a $20 billion settlement from the acquirer, then were I a Twitter board member, I wouldn’t feel too worried giving my deposition about that outcome.
Still not a great look for anyone though.
Sometimes, hard lessons are necessary.
More:
https://www.bloomberg.com/opinion/articles/2022-07-19/let-s-...
Quoting guidelines: "Please don't post shallow dismissals, especially of other people's work [...]"
Sorry. I am trying to engage with everyone here respectfully. I generally feel people who write like this have anger issues or purely dismissive. The later seems true if I read the answer carefully enough. I don't think I have made a personal affront to him to receive one. And the opinion is honest - writing like this unprovoked, is not okay & outside of HN guidelines anyway
I didn't. I never said 'f--koff' or 'you're a idiotic fanboy' or the likes. Commentor sides Musk strongly enough to dismiss a neutral & not-loaded opinion sufficiently with strongly worded tirade. I told 'writing like this isn't okay' on HN & you could possibly need help with a full disclaimer I am not being sarcastic. And you're faulting me?
Edit: What he said is at least true even if it's not nice sounding
Going strictly by company laws, what Musk is doing is absolutely wrong - starting with SEC episode to the latest dropping of acquisition after purchase agreement. It doesn't matter if Elon isn't my tea-time buddy. By the same yardstick everyone should stop commenting on HN because 99% of the things posted on forums aren't exactly about our work life although we somewhat/vaguely know it.
Please let us not engage in this fault finding & keep discussion civil and interesting. Quoting guidelines:
"Please don't post shallow dismissals, especially of other people's work. A good critical comment teaches us something"
If that doesn't come across unprovoked offensive, what else is. What have I written in OP to deserve such a scathing response. Why can't we keep discussion polite?
you're reading vitriol where I have none. It was a statement of fact followed by a statement of opinion. There was no vitriol involved except what you're projecting into it.
>maybe get some professional help.
Maybe now is a time to take a moment of deep self reflection and think how humbly you might suggest something, and who has vitriol
>Quoting guidelines
applies directly to your attempt to say that anyone who disagrees needs mental health. This should raise some deep questions of self reflection in you, rather than thinking that everyone else is shallow while your post is not.
There was nothing shallow about my post that your post is not equally if not more shallow.
As I said elsewhere, I am here to respectfully engage and learn something. Engaging with this post with you doesn't give me any new insight - neither on Twitter nor on common etiquettes.
given the multiple confirmations of this, it's possible that you don't realize the vitriol in your post, or mischaracterize it as not vitriol, or just are unwilling to admit to it to others or yourself
before you respond to this post, please ask yourself if you've internalized the critical feedback you've recieved from multiple users, and are not going to simply act defensive again
In fact it appears his offer to buy Twitter was not a well-researched and planned operation, it seems to have been something of a whim initially.
None of us can really know what he was thinking but for my part I think it is simple buyer's remorse. He didn't really consider the consequences of tying up his personal wealth in the deal, the potential to lose control of his other companies, nor how he would ever make his money back on Twitter itself. Perhaps he thought the bull market would erase all sins eventually anyway only to slam directly into a bear market wall.
Whatever the case his behavior seems erratic and unconsidered at times. As a shareholder I find that deeply disturbing. I would much rather he focus on running Tesla and SpaceX instead of trying to buy Twitter.
He’s certainly improved his position since a few months ago, when the Twitter board was discussing “poison pills” to stop his purchase of the company. Now, the same board is begging him to complete the purchase.
Also, there was a recent reminder from Musk’s legal team: as its largest shareholder, Musk has a greater financial stake in Twitter than the entire board combined.
You verbatim quoted the actual closing arguments of Rossman (representing Musk in the trial).
Just kidding. Yes, I wasn’t sure which document that was from and I didn’t want to use exact quotes without knowing. But I should have cited it (not that he’d mind), so I edited my post.
It was a smooth turn of phrase if you ask me. It helps that it’s the truth.
neither is the case
the same goes for your opinions you shared about "sabotage": unless you or he can prove that a majority of shareholders believe in such silly-sounding narratives, we can proceed as if they are untrue at best, and irrelevant to the contract elon signed at worst
Well for starters he didn’t want a Delaware venue and didn’t want an expedited trial. Lost on both. Doesn’t sound like someone who is in control of the situation.
>Now, the same board is begging him to complete the purchase.
A very interesting way of phrasing reality. “Asking a court to force Musk to adhere to the contract he signed an executed.”
If you don’t work in PR, you definitely should. You have a gift for it.
These are two separate incidents although commonly conflated. Poison pill is used to block a hostile takeover where the board has been taken by surprise, by diluting stake - which happened because Musk didnt disclose to SEC for long time he owned 14.4% of the Twitter.
After the things were in the light of the day, he didn't take up the position on Twitter board & instead offered to purchase controlling stake in Twitter (something which was not possible as a board member). The negotiations hence followed for purchase
Then, he has famously backed out of the Twitter deal in bad faith & disparaged it publicly. Twitter is also beholden to its investors. They have every right not to tank their market cap because a rich guy got whimsical
"Begging" is definitely not the best word choice here. This is a lot less, "Oh, please, please, pleeeeeease Mr. Musk, please pay us, pretty please?" and a lot more, "Alright, we're tired of you fucking around. It's time for you climb out of your sandbox and hold up your end of the deal."
How is that relevant to the contract Elon signed and now wants to renege on?
Src: https://www.nytimes.com/2022/07/11/business/dealbook/elon-mu...
The damages that Twitter can claim from this new lawsuit are not bound by the clauses of said contract.
Although, in this case, they just want the deal to go forward, at any moment Twitter could say "your marketing stint, or whatever that was, has cost us $X billion and we want compensation for that" and they have grounds for it.