> What information? The contract is already in the public, but okay you want to waste court time.
The contract stated that Twitter had to provide Musk with internal data as required to close the deal. His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'.
Just for completeness sake, Twitter seemed to still try (the token thing was probably a technical error) and whether giving him access to the firehose was actually necessary could even be contested, as he arguably wanted to use the data to not close the deal.
"His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'."
Here's the thing though:
None of that data was required to close the deal.
Musk had no diligence rights, he explicitly gave them up, and the contract clearly says so.
He doesn't get to do regular diligence through that clause, it's meant to cover the literal things necessary to close the deal (like financing info or whatever).
So Twitter didn't have to provide anything here, and certainly not access to the firehose.
His response is going to be smacked down pretty hard by a chancellor - it's 100% nonsense.
All that matters, against musk, is that however twitter claimed to count it's users was infact, how they counted.
Musk wanted to invent some means to count users in an effort to demonstrate fraud. But that's not fraud. Just because musk provides an alternate means to count users, doesn't demonstrate fraud.
Full stop. Unless he proves that they didn't count the way they claim, he has not claim. Waiving he due diligence clause is what makes his claims a non issue.
> I guess he’d have to prove they used a formula that they knew was wrong for it to be fraud?
They could know the formula was wrong - inherently every measurement is wrong to some extent which is why you see a +/- error, that is not fraud.
For it to be fraud, they would need to measure it in the way they claim to, get a result they dont like, and report it as <5% anyway (with intent to defraud people). Which could happen in theory, but seems highly unlikely.
Quite derailing a bit, but Twitter executives are also saying that it tries to protect Twitter since that Musk indicated that he will launch a rival platform. Honestly this particular part sounds like Stac v. Microsoft (https://en.wikipedia.org/wiki/Stac_v._Microsoft)
I suggest reading the twitter complaint. It is not long, and it is very well written. They discuss many (if no all) things musk has been saying trying to avoid the acquisition.
If I recall correctly, Twitter says they had no obligation to provide the firehose to Musk, but they did anyway. Musk had issues with rate limit, but twitter fixed it in reasonable time.
The contract stated that Twitter had to provide Musk with internal data as required to close the deal. His teams tokens were apparently rate-limited at some point and it took a while for Twitter to give him access to all data, a.k.a. 'the firehose'.
Just for completeness sake, Twitter seemed to still try (the token thing was probably a technical error) and whether giving him access to the firehose was actually necessary could even be contested, as he arguably wanted to use the data to not close the deal.