But now Musk’s snarky and derogatory tweets aimed at Twitter have been dragged into court. The company, which is suing to force the mega-billionaire complete his $44 billion buyout, alleges that Musk has on multiple occasions violated a provision of the merger agreement stipulating that Musk may tweet about the deal only “so long as such Tweets do not disparage the Company or any of its Representatives.”
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“Since signing the merger agreement, Musk has repeatedly disparaged Twitter and the deal, creating business risk for Twitter and downward pressure on its share price,” the company’s lawsuit claimed.
Indeed, Musk has dissed or mocked Twitter or its employees at least 16 times on the social network since announcing his binding deal to buy Twitter on April 25. Musk purportedly wants to nix the deal over his hunch that Twitter has more spam and bot accounts than it acknowledges; Twitter alleges the spam/bot issue is a red herring and that Musk actually wants to scrap the pact because the deal has become more expensive for him personally given the sharp drop in Tesla’s stock price.
Twitter is hoping to build a case that shows Musk has acted in bad faith — to persuade the court to order Musk to pay up, or use the litigation as leverage to cut a favorable settlement.
Musk’s disparaging tweets include a post on July 10, prior to Twitter suing Musk in the Delaware Court of Chancery, in which he responded to the company’s legal threat with a meme showing himself laughing at the prospect of the company needing to disclose data about spam and fake accounts in court. “They said I couldn’t buy Twitter. Then they wouldn’t disclose bot info,” Musk’s post said. “Now they want to force me to buy Twitter in court. Now they have to disclose bot info in court.”
Shortly afterward, he tweeted a meme of Chuck Norris sitting in front of a chess board with only a single pawn against his opponent’s full complement of pieces — “Chuckmate,” Musk explained — suggesting that he has outflanked Twitter in the legal chess match. Later that evening, Musk responded to someone who said Twitter’s claim about the scope of spam/bot accounts “seems false” and that therefore the “SEC should strictly look into this” by endorsing the sentiment, tweeting, “Hello???@SECGov.” On July 11, he said that Twitter’s disclosure that it had slightly overcounted daily active users for three years because of a software error was “problematic.”
Then early on July 12, Musk tweeted the crying-laughing emoji in response to a user who had posted a meme showing the billionaire reacting to “owning Twitter” vs. “OWNING Twitter” — the latter in the sense of having pwnd someone.
— Elon Musk (@elonmusk) July 12, 2022
“For Musk, it would seem, Twitter, the interests of its stockholders, the transaction Musk agreed to, and the court process to enforce it all constitute an elaborate joke,” Twitter’s lawyers wrote contemptuously in the July 12 complaint.
There are other examples of Musk disparaging Twitter and its execs.
On May 13, Musk tweeted that his team would conduct tests using 100 random Twitter accounts to try to disprove Twitter’s sub-5% spam/bot claim (and he encouraged “others to repeat the same process and see what they discover”). He claimed 100 accounts is Twitter’s sample size for spam estimates; that’s incorrect, according to Twitter, which says the sample size is 9,000 accounts per quarter. The following day, Musk tweeted, “Twitter legal just called to complain that I violated their NDA” and again claimed (falsely, per Twitter) that the company’s “bot check” sample size was 100 accounts.
Also on May 13, Musk tweeted “Twitter obv has a strong left wing bias” in response to a post by alt-right commentator Mike Cernovich. Cernovich had cited a tweet by a reporter for a reproductive-rights publication who approvingly said “May these people never know a moment of peace or safety until they rot in the ground” in quoting a news story about an arson attack on a Wisconsin anti-abortion group’s headquarters; Cernovich was aiming to illustrate Twitter’s hypocrisy in enforcing policies against incitement to violence. (The Twitter account in question was subsequently terminated.)
In a June 13 tweet, Musk stated his belief that Twitter has an anti-conservative bias: “A platform cannot be considered inclusive or fair if it is biased against half the country.” Studies have found no evidence that social media platforms, including Twitter, exhibit systematic bias against right-wing viewpoints in their content moderation practices. In fact, Twitter researchers have found that its algorithms promoted “mainstream” right-leaning political content more than liberal-leaning tweets.
On May 16, Musk replied to CEO Parag Agrawal’s thread explaining how it estimates spam and fake accounts with a poop emoji. In a tweet Thursday (July 14), Musk doubled down on the scatalogical response, making it clear that his use of the “pile of poo” emoji signified he thought Agrawal’s description of Twitter’s methodology was “bs.”
— Elon Musk (@elonmusk) May 16, 2022
On May 17, as Musk did earlier this week, the tech mogul called on the SEC to probe the company over its spam and bot claims. “If it turns out that Twitter lied in the official filing, then serious consequences and complete distrust of investors can await it,” a Twitter user posted, to which Musk replied, “Hello @SECGov , anyone home?”
On April 26, Musk criticized Twitter’s 2020 decision to freeze the account of the New York Post, after the paper published stories about Hunter Biden based on documents from laptop he apparently abandoned in a Delaware computer-repair shop. “Suspending the Twitter account of a major news organization for publishing a truthful story was obviously incredibly inappropriate,” Musk tweeted. The next day he posted a meme with photos of Twitter general counsel Vijaya Gadde, mocking Twitter’s supposed “left-wing bias.”
And on July 4, Musk posted a meme mocking Twitter’s attempts to label misinformation on its platform:
Four years ago, Musk got into hot water with the SEC because of his off-the-cuff tweets. In 2018, the agency sued him, alleging securities fraud, after he tweeted that he had secured funding for a private takeover of Tesla. Musk settled the case, paying $40 million in penalties, without admitting guilt.
Now the SEC is looking into why Musk didn’t update a disclosure filing after his May 17 tweet in which he said the Twitter deal “cannot move forward” without the company providing evidence to back up its claim that spam and fake accounts make up less than 5% of its active user count. An SEC letter to Musk last month pointed out that represented an apparent “material change” in the status of the deal that legally requires a disclosure statement. (In response, Musk’s lawyers asserted that “there was no material change to Mr. Musk’s plans and proposals regarding the proposed transaction” because of the tweet in question.) The SEC previously launched an investigation into why Musk had failed to disclose his accumulating a 9.2% stake in Twitter within the required 10-day window.
In apparent response to Twitter’s lawsuit, Musk on Tuesday tweeted, “Oh the irony lol.” That may not rise to the level of disparagement. But he fairly summed up the current situation: Twitter is demanding that it get bought by someone who has made it abundantly clear that he’s decided he doesn’t want to anymore.
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