[News] The Internet Was a Mistake

A thread for updates on the various ways the internet is destroying everything and the undying hellsites of social media. Let's all laugh at the abyss.

Bravado and a lack of business acumen leave Musk facing a $1B penalty for his Twitter fiasco

Having waived the right to due diligence in his initial offer, Elon Musk now faces the stark reality of having found out that his f*cking around was a bad idea. Musk is throwing around the weakest of excuses, bot counting, in an attempt to also walk away from the $1B breakup fee he agreed to.

Elon Musk, current Tesla CEO and perhaps not Twitter's future owner, has a message for the social media network he once coveted but now comments on with a poop emoji: Prove to me that spam bots and fake accounts are less than 5% of Twitter users or watch me blow this whole deal up.

"Yesterday, Twitter's CEO publicly refused to show proof of <5%. This deal cannot move forward until he does," Musk tweeted early Tuesday morning. The day prior, the richest man in the world had sparred with Twitter CEO Parag Agrawal, tweeting the poop emoji at the executive's explanation of the prevalence of automated accounts on the social network.

Musk has said that advertising won't be his path forward, so bots shouldn't matter. Having waived the right to due diligence, the count of bots shouldn't matter. Bots is the least important number in Twitters SEC filings to point at as inaccurate, as they disclose it as inaccurate.

The poop emoji he responded to Twitter's CEO with demonstrates his deep understanding of his situation. Having derailed Twitter's business with about as much planning as my last trip to McDonald's, Musk has done a lot of damage.

GO Banking:

Uncertainty over the deal has led some to speculate that Musk either wants to back out of the deal or renegotiate the price. But backing out isn't so simple because he might face a breach-of-contract lawsuit from Twitter that could cost him billions of dollars, CNBC reported.

Musk and Twitter reportedly agreed to a $1 billion "reverse termination fee" when they reached their deal, but that doesn't mean Musk can just pay the fee and walk away. As CNBC noted, a reverse breakup fee typically applies when a deal can't close for some outside reason, such as a regulatory intermediation or third-party financing problems. Buyers can also walk away from deals if fraud is exposed, assuming it has a material adverse effect.

However, the reverse termination fee wouldn't apply simply because Musk thinks he offered too much money for Twitter. Walking away for that reason means Musk would not only have to pay the $1 billion fee, but also risk being sued for billions of dollars in damages.

Elon Musk appears a very wealthy child who wants us all to hear what he has to say.

While it would certainly be satisfying in a schadenfreude kind of way to see that f*cking gremlin get a bloody nose, I have to ask: are those billions likely to do more good (or at least, less damage) in Twitter's hands?

I doesn't matter the billion left with him will help no one, the billion to Twitter will help no one either.

It'll buy someone a mega yacht. All hail the job creators!

It'll benefit the lawyers.

Elon Musk Does Not Care About Spam Bots

tl;dr - Billionaire thinks rules are for the poors, not him.

I think it is important to be clear here that Musk is lying. The spam bots are not why he is backing away from the deal, as you can tell from the fact that the spam bots are why he did the deal. He has produced no evidence at all that Twitter’s estimates are wrong, and certainly not that they are materially wrong or made in bad faith. (Musk can only get out of the deal if Twitter's filings are wrong in a way that would cause a “material adverse effect” on Twitter, which is vanishingly unlikely.) His own supposed methodology for counting spam bots is laughable. Yesterday Twitter’s chief executive officer, Parag Agrawal, tweeted a thread explaining in general terms how Twitter estimates that fake accounts represent fewer than 5% of its count of active users, and how this analysis can’t be easily replicated by outsiders (because they don’t know which accounts are real, and also because they don’t know which accounts Twitter counts as daily active users). It seems clear that Agrawal’s thoughtful answer is basically correct. 1 Musk responded with a poop emoji.

More important, nothing has changed about the bot problem since Musk signed the merger agreement. Twitter has published the same qualified estimate — that fewer than 5% of monetizable accounts are fake — for the last eight years. Musk knew those estimates, and declined to do any nonpublic due diligence before signing the merger agreement. He knew about the spam bot problem before signing the merger agreement, as we know because he talked about it constantly, including while announcing the merger agreement. If he didn’t want to buy Twitter because there are spam bots, he should not have signed a contract to buy Twitter. No new information has come to light about spam bots in the last three weeks.

What has happened in the last three weeks? Well, the prices of tech stocks have gone down, making the $54.20 price that Musk agreed to look a bit rich. (Snap Inc., a social-media competitor to Twitter, is down more than 30% since Musk made his offer on April 13.) And the price of Tesla Inc. stock, which he is relying on to finance part of the purchase price, has also gone down, making him poorer and making the $54.20 price look even more expensive. (Tesla is down almost 30% since he made his offer.) So he is angling to reprice the deal for straightforward market reasons. But that is very clearly not allowed by the merger agreement that he signed: Public-company merger agreements allocate broad market risk to the buyer, and he can’t get out just because stocks went down.

So he is pretending that he wants to reprice the deal for other reasons. He is not pretending very hard — the poop emoji is not going to hold up in court! — but he’s doing enough to confuse the public and give his fans a pretext to believe that he is really the victim here.

Poor Twitter. After Musk announced that he had taken a 9% stake in Twitter, but before he offered to buy the company, he signed a standstill agreement under which he would join Twitter’s board of directors and promise not to buy more than 14.9% of the stock. Four days later he tore up that agreement; then he made his bid. I wrote at the time:

This is an awkward situation for Twitter's board. They can’t really accept Musk's offer. For one thing the price is embarrassingly low; again, Twitter traded above the offer price last October. For another thing, the financing seems to be made up of cobwebs and phlogiston. But also Musk has joked about taking companies private before, and he generally changes his mind a lot. (He agreed to join Twitter’s board last week! And then changed his mind four days later!) If you are a well-advised professional public company board, it is just catastrophic to imagine that you might say “okay Elon $54.20 it is” and then he’d say “ha no I was kidding, psych!” That would be crippling for a public company. Also that is basically what he did to Twitter’s board last weekend!

Well, nobody listens to me, and here we are. Twitter accepted Musk’s offer, and three weeks later, he said “ha no I was kidding, psych!” And it is catastrophic.

What can Twitter do about it? Certainly they can walk Musk through their methodology and give him evidence that spam accounts represent fewer than 5% of monetizable daily active users, but what good will that do? He doesn’t care, he’s lying about this, and no evidence that they can give him will have any effect. Twitter could get all 229 million of its monetizable daily active users in a room and have them say “hello Elon, we are real,” and that would not convince him, because he does not want to be convinced. He wants to pay a lower price.

Or Twitter can do what he actually wants, which is renegotiate the deal at a lower price. But what good will that do? What does Twitter get from signing a new merger agreement with him at, say, $42 per share? 2 He has not lived up to any of his agreements with Twitter — the standstill, the non-disparagement clause of the merger agreement, apparently a nondisclosure agreement, the merger agreement itself — and he’s not going to live up to a repriced merger agreement unless he feels like it. An agreement with Elon Musk is worthless, as Twitter has learned over and over again.

Or Twitter can try to hold him to the terms of his current deal, but that is also risky. The way the merger agreement works is that Musk’s damages are capped at a $1 billion reverse termination fee: If he walks away and Twitter sues for damages, it can’t get more than $1 billion, or about $1.30 per share, which is nowhere close to enough to compensate for losing this deal.

The agreement does, however, allow Twitter to sue for “specific performance,” meaning that it can go to a Delaware court and ask a judge to order Musk to close the deal (and fund his $27.5 billion equity commitment). But this is tough and there is no guarantee it will work. Specific performance is only possible if Musk’s debt financing is available, which seems likely but not certain, 3 and if a judge is willing to order it. On the one hand, Musk’s lawlessness and bad faith will probably annoy a judge and make her more likely to specifically enforce the merger agreement. On the other hand, Musk’s lawlessness and bad faith might worry a Delaware judge and make her less likely to specifically enforce the merger agreement. 4 It is bad, for the rule of law generally and for confidence in Delaware corporate law in particular, if Musk blatantly ignores a merger agreement and a judge lets him get away with it. But it’s even worse if a court orders him to close and he ignores the order. Musk has a history of ignoring court orders and getting away with it.

Or, as I said yesterday, the fairest consequence for all of this might be for Twitter to kick him off Twitter (they run Twitter! they can do that!), but I bet they won’t.

I don't know what will happen here. Twitter has no good options. The market thinks that the most likely outcome is that the deal gets done at a lower price, rewarding Musk for his bad faith.

One weird point is that, while Musk has tweeted about not going ahead with the deal, and talked about it at a private conference for his fans, it doesn’t seem like he has sent any formal notice to Twitter saying that the deal is off. (Certainly neither Musk nor Twitter have made any SEC filings about that sort of notice, which you might expect if he'd sent one.) Perhaps his lawyers are less willing to ignore the agreement than he is, or at least need a better pretext than he's managed so far.

So arguably Twitter’s best option is to do nothing: Let Musk tweet, ignore him, and continue acting as though everything is normal and the deal is going to close. Don’t give him any more pretexts to walk away, just keep trying to get regulatory and shareholder approvals, and then come to him ready to close and see how serious he is about all of this. The basic problem with Musk, for Twitter, is that he changes his mind a lot. Maybe he'll change it again.

Thank you Musk for saying the quiet parts out loud, as in drawing mainstream attention to what many of us have known for years: the rules don't apply to the super wealthy.

Twitter Wants the $1 Billion Breakup Fee and Is Willing to Spend Millions on Lawyers to Get It.

I too would pay up to $999,900,000 to get $1B. Hey I'll pay you back after. Cool?

Yesterday, Musk tweets that the Democrats will come after him with their "dirty tricks" or whatever.


paceX, the aerospace firm founded by Elon Musk, the world's wealthiest man, paid a flight attendant $250,000 to settle a sexual misconduct claim against Musk in 2018, Insider has learned.

The attendant worked as a member of the cabin crew on a contract basis for SpaceX's corporate jet fleet. She accused Musk of exposing his erect penis to her, rubbing her leg without consent, and offering to buy her a horse in exchange for an erotic massage, according to interviews and documents obtained by Insider.

The incident, which took place in 2016, is alleged in a declaration signed by a friend of the attendant and prepared in support of her claim. The details in this story are drawn from the declaration as well as other documents, including email correspondence and other records shared with Insider by the friend.

According to the declaration, the attendant confided to the friend that after taking the flight attendant job, she was encouraged to get licensed as a masseuse so that she could give Musk massages. It was during one such massage in a private cabin on Musk's Gulfstream G650ER, she told the friend, that Musk propositioned her.

After Insider contacted Musk for comment, he emailed to ask for more time to respond and said there is "a lot more to this story."

He does realize the last "dirty tricks" job was Republicans against a Republican, right?

Republicans have rebranded that to "Dark MAGA," Rat Boy.


Really kinda perfect summation of Elon's support.


EDIT: Also, I am creating a new conspiracy theory that everything Elon that's happened since the pandemic is just one huge Trumpist/GOP op. Because everything Elon's been doing for the last six months is straight out of the Trump playbook.

I don't think it's a Trumpist/GOP op, at least, it's not being masterminded by them. I do think it's Elon using their playbook to get them onto his side though. Trump's shown him that he can drop the act and be as horrible as he's always wanted to be and Republicans will love him for it so long as he frames it as taking a stand against leftists & democrats.

Quintin_Stone wrote:

Now Elon is trying to recruit lawyers... on Twitter.

This is a crazy person.

It's over folks. He's got Greg.

Not THAT Greg! This one...


Another giant article to say, "Be careful, you'll trigger the conservative hate machine." Which is the reaction to doing anything useful in this country, so why bother?

Liberals are still trying to fight fire with water because that’s how they were taught and they don’t know anything else. Too bad it’s a grease fire

Seth wrote:

Liberals are still trying to fight fire with water because that’s how they were taught and they don’t know anything else. Too bad it’s a grease fire :lol:

Pretty good analogy, actually. Well done.

It is but the way to put out a grease fire is to smother it....

Taking the analogy along that line, that means the solution is to censor misinformation.

...Not seeing a problem here.

Farscry wrote:

Taking the analogy along that line, that means the solution is to censor misinformation.

...Not seeing a problem here.

The problem being, of course, that no social media platform has shown itself to be remotely up to the task of censoring misinformation.

That and previous attempts by social media platforms to track down misinformation led directly to the accounts of Republican politicians and pundits who were sharing misinformation with gleeful abandon.

Look, it's easy. The first thing you do is define "misinformation" in such a way that it's easily identified by an algorithm and/or minimum wage intern.

That schlorping sound you're hearing is the sound of the worms escaping the can you just opened.

Sorry, should have added "/e tongue firmly planted in cheek"

Obviously censorship just flat out won't work. However, we have no tactic to effectively combat misinformation-fed weaponized willful ignorance short of smothering it.

Which is to say, I don't see any practical solution. Just felt like snarking out a funny-ish hot take. Mea culpa.

Make the social media companies liable for the defamation, libel, hate speech, and violence inspiring rhetoric posted on their sites and force them to break up, change their communication models, or die in a fire. Preferably the latter.

Mixolyde wrote:

Make the social media companies liable for the defamation, libel, hate speech, and violence inspiring rhetoric posted on their sites and force them to break up, change their communication models, or die in a fire. Preferably the latter.

This, they won't devote genuine efforts to problem unless there's a monetary reason to.

Slightly embarrassed that this thread hasn't addressed literally the hottest-button issue on the internet right now:

Why the Internet Hates Amber Heard

Toxic fans have made Johnny Depp and Amber Heard’s trial inescapable

I haven't even paid enough attention to have a serious opinion on this, beyond that the reaction to this trial and the Two Minutes Hate directed at Heard online has been absolutely insane. Like even if you support Depp and think Heard is a liar and abuser, this has been several steps beyond unhinged.

Something I said to someone else on this topic: the volume around this case and around Heard is so deafening because you've got disparate groups that suddenly find themselves in alignment. You've got anti-domestic violence people (at least the portion who believe Heard is a perpetrator of domestic abuse) and women-hating incels standing on the same side of the aisle, even though neither group changed their behavior to get there.

Whenever you have a woman or a person of color or any other member of a less-privileged group who does something that reasonable people might interpret as wrong, the discussion about that possible wrongdoing inevitably amplifies beyond all sense of proportion, once the misogynists/racists/etc come running to the echo chamber to scream their fool heads off.