I think it's worthy to note that the markets declined significantly between when he signaled a desire to buy Twitter and when the court forced his hand. I don't think he wanted to back out, he only sought adjusted pricing, based on the significant decline in stock price.

Yeah, but that’s not how public company acquisitions work. Basically the reason that there’s a lag between when the contract is signed and when the acquisition closes is because there’s a lot of logistical stuff that has to happen in the meantime. SEC filings have to be made, shareholders have to approve the transaction, usually at least some regulators have to sign off, etc.

It can be very disruptive to a company’s operations and stakeholders (employees, vendors, customers, etc.) for it to agree to sell itself. So it wants to have its deal, including price, locked down to the maximum extent possible. So if markets turn down in that interim period, 99.9999% of the time, it’s the buyer’s problem. And in any event, Twitter would have had to go back to the shareholders for another vote even if they had wanted to take a lower price.*

But there was no particular reason for them to, because they had a tight contract and there weren’t any compelling arguments that the buyer wasn’t required to close per its terms.

* An obvious question is, what if markets had gone up instead of down in that period? There was still a binding deal to acquire Twitter, but in this instance, it is at least theoretically possible that another buyer could have made an unsolicited offer for the company and the board would have had a fiduciary duty to the shareholders to accept that off. In that case, they can terminate the merger agreement, but then the buyer gets a termination fee and usually reimbursement of transaction expenses. But the reason for the asymmetry is that, barring a deeply distressed situation, a company doesn’t put itself up for sale without a high degree of certainty that a sale on the original or better terms will go through at the end of the day.

That’s not reasonable. Any deal like this takes months to close and any serious buyer takes on the full market risk.

Other repliers are disagreeing with you but I think you are absolutely correct. He was trying to pressure Twitter into changing their price to avoid being dragged through discovery. It looked to me like it almost worked, but my suspicion is he realized that he would also be subjected to this and decided it wasn’t worth it.

Why is this comment downvoted ?

Dissenting opinion is not always welcomed, even if it is best?

Why would short-term market price fluctuations matter if he were serious? Real corporate acquisitions are based on looking at the target, figuring out how much money could be made by the new owner, and bidding accordingly. If he were buying it for business reasons, a general market decline wouldn't change anything, because it would be years before he might try to IPO again. And if it wasn't for business reasons, market fluctuations matter even less.

I think the real problem is Musk is a very polarizing personality and everyone can only speculate his intentions using their colored lens.

I stand by my opinion that he intended to close the deal one way or another, but wanted more favorable pricing. Your IPO profit is eaten away if you paid more than you could have when taking the company private.

I don't think Twitter truly was worth what the markets claimed it was worth, much the same as Tesla stock is still detached from the underlying asset. Mania in the markets will set the price at whatever people are willing to pay.

I firmly believe Musk saw a threat to the ability for healthy public discourse to be carried out and was willing to jump on the grenade that was an overvalued Twitter, until a point at which it became vastly overvalued.

That said: I do agree he has made a series of missteps at the helm of Twitter. He came in seeking to change far too much, far too quickly, and Twitter has a rough road ahead of it to get to even self sustaining, especially on the eve of an economic calamity.

He waved due diligence as a stunt. He made his own bed on that situation.

I can understand why folks feel no sympathy for him on the matter, but he is a business man, and any smart business man would be foolish to not attempt to get the best deal in the end. I was merely pointing out that if he truly did not want to own Twitter then he would have just paid the breakup fee.

That's now how the breakup fee worked here. That was only if he couldn't get funding.

If he can't handle the uncertainty of shifting markets getting in the way of the binding agreements he forced on other people, if the stress of managing that many billions of dollars is making him sad, I'd be happy to take a few off his hands to help lighten the load ;)

I think we're all right there with you, but I'm not holding my breath. Best he could off Jet Tracker Kid was $5k, which would arguably be pennies (less than that?) to Elon with his level of wealth. :D

No lawyer would have ever written such a contract without explicit instructions.

It will show up in contract law books under what not to ever let your client do.

Wouldn't that highly unlikely considering he's already the CEO of two large companies and involved in business his whole life?