So, I’m not sure what Elon Musk‘s counterclaims against Twitter say because they’re still sealed, but I got an idea today when Twitter dropped its response. It’s hot! Twitter didn’t wait for Musk to say what he had to say before responding. Instead, it released a clap-for-clap response, which was even better because it made fun of Elon along the way.
This one is good:
The Counterclaims Are A Story Made For A Lawsuit That Is Contradicted By The Evidence And Common Sense
Most legal documents are secretive and make subtle digs at the other side. In response to Musk’s counterclaims, however, Twitter’s lawyers came out swinging. They might do this because they know how many people will read these documents, or they might just be mean.
We chose our favorite parts of the paperwork and put them here for anyone who might be interested.
So, you might remember that Musk supposedly left Twitter because it made “false and misleading statements.” These statements were made by Musk’s lawyers at the hearing that set the October trial date. They were about spam and bot accounts.
In previous SEC filings, Twitter gives the court a brief overview of the process, paperwork, and disclosure statements. Twitter says, “Musk does not find any false or misleading facts in this disclosure.” So where does he get those strange numbers? Well, they have no idea because:
Musk Doesn’t Measure The Same As Twitter Or Even Use The Same Data As Twitter.
Twitter then says that Musk is making up these numbers on purpose to “make waves.” “Who’s the bot now, hot stuff?” it asks.
Musk’s “preliminary Expert Estimates” Are Nothing More Than The Output Of Running The Wrong Data Through A Generic Web Tool. … To Confirm The Unreliability Of Musk’s Conclusion, He Relies On An Internet Application Called The “botometer”, Which Uses Different Standards Than Twitter And Which Musk Himself Pointed Out Earlier This Year As Very Likely To Be A Bot.
I don’t know how to explain how funny this is. A website called Botometer was what Musk used to do his fancy, secret, “own” analysis of Twitter data.
I think this is the most funny part of the paper. Here are some things that Twitter would like to say are true:
Twitter Admits That Musk Is A Twitter User And Has Founded Multiple Companies.
Twitter Admits Its Business Is Complex.
Twitter Admits Musk Is A Twitter User And Has Over 100 Million Followers
Twitter Admits It Detects And Removes Spam From Its Platform
But “Twitter otherwise lacks sufficient knowledge or information to form a belief,” whether Musk believes in freedom of speech and open debate, whether he values Twitter as a town hall, or whether Twitter was a natural place for him to invest. Later, Twitter says, “Musk tweets frequently.” It does this twice, once in those words and again in this way:
Twitter Admits That Musk Actively Uses Twitter And That Many People Believe That Open Discourse Is Essential For A Functioning Democracy.
Does Twitter think that free speech is important for a democracy to work? I don’t know, and they can’t tell if Musk thinks that “eliminating free speech is worse than the disease” or not.
Twitter Admits It Did Not Provide The Information In The April 28, 2022 Press Release To The Musk Parties Before The Merger Agreement Was Signed And Before The Parties Entered Into A Nondisclosure Agreement.
Sorry, but this is probably the least funny of “Twitter Admits.” Yes, we didn’t give him the press release until he signed the non-disclosure agreement. This is a response to Musk’s complaint that he didn’t get a heads-up when Twitter said it had been wrongly counting its daily active users for years. But I think it’s smart not to tell people who use Twitter a lot and don’t have a lot of self-control until they sign NDAs.
Or maybe this one is it. Musk’s lawyers wrote that because Musk didn’t do due diligence because he thought it was “expensive and inefficient.”
Twitter Alleges That The Musk Parties Refused To Conduct Due Diligence Prior To Signing The Merger Agreement.
Man, it really hurts when your opponent agrees with you, doesn’t it?
Twitter Admits That On July 8, 2022, Defendants Claimed To Terminate The Merger Agreement, Twitter Subsequently Filed A Lawsuit Seeking Specific Performance Of The Merger Agreement, And Defendants Filed Counterclaims.
Oh, yeah, Twitter says this case is real.
Do you remember the back-and-forth about whether or not Musk would join the board? Twitter does!
Musk Abruptly Changed His Mind To Join Twitter’s Board (After First Negotiating An Offer To Join The Board, Accepting It In Writing, And Tweeting That He “looked” To Take The Position) , Notified Mr. Agrawal, And Also Informed Mr. Agrawal Of His Intention To Make An Offer To Buy Twitter.
Because Musk hasn’t made any of the false or misleading claims that Twitter has, Twitter is angry that it pulled out of the deal:
Musk Just Invented This New Pretext To Avoid The Merger Agreement, As These Alleged Inaccuracies Are Not Mentioned Anywhere In His July 8 Letter To Twitter Explaining The Basis For His Alleged Termination Of The Merger Agreement, Nor In Any Other Communications With Twitter Since The Signing The Merger Agreement. In Any Case, Twitter Has Never Made The Disclosures It Now Claims Are False.
In Musk’s claim, his lawyers write that “Twitter’s main business is to run a social media microblogging network where users share 280-character posts called “tweets.” This is something Twitter laughably denies.
[twitter’s] Its Primary Product, Twitter, Is A Global Platform For Real-time Self-expression And Conversation, Also In The Form Of Tweets. Twitter Further States That Tweets Have A Maximum Length Of 280 Characters.
I wonder what the lawyers at Twitter think of the terms “social networking” and “microblogging.”
I really don’t think this one needs more background. I’m just surprised that the submission doesn’t have a real emoji:
On May 16, 2022, Mr. Musk Publicly Replied To That Tweet Thread With A Poo Emoji.
