Twitter vs. Musk, the legal battle of 2022


Like the chronicle of a death foretold, the bizarre and hasty offer that Elon Musk made on Twitter always had the flavor that it would end badly. A drama that (i) began on April 4, 2022, when Musk finalized the purchase of shares in Twitter for 73.5 million dollars to acquire a 9.2% shareholding; (ii) continued with Musk wanting a seat on the board of directors and being denied; (III) went on to have Twitter back down and offer him the seat on April 5, only for Musk to turn it down on April 10; (IV) surprised with an unexpected and unsolicited offer on April 14, by Musk, for more than 40 billion dollars, to acquire all the shares of Twitter; (v) was countered by Twitter’s advice taking position to exercise the call poison pill (legal strategy to defend against a hostile takeover bid by allowing shareholders to acquire more shares at preferential cost); (vi) on April 21, Musk secured $46.5 billion in financing; (viii) almost concluded with Twitter finally accepting the offer on April 25; (viii) but closed with a flourish with Musk’s comments on May 17 that it was impossible to move forward, and (ix) ends with the lawsuit that Twitter filed in the Delaware courts against Musk in recent days.

In litigation, as in football matches, the quality of the match is evaluated from the perspective of the prize to be won, the venue of the game, as well as by the teams involved and the star players of each team. Thus, this great legal match, wherever you look at it, will be epic and one of those that rarely occurs in history… we could say that it is the equivalent of a World Cup final facing France and Brazil, with Zizou and Dinho leading to each squad. Why do I say this?

Well, the amount of the prize could be the 44 billion dollars that the operation was worth, since the negotiated purchase agreement contained a clause of specific performance, which is a legal figure provided for in United States legislation that allows forcing the counterparty to carry out what was agreed in the contract.

The venue of the battle is also first class, since the litigation will take place in Delaware; the epitome of the phrase “small but spicy” in the world of legal jurisdictions, which is the legal home of at least 2/3 of the top 500 companies in the United States and is home to the Delaware Court of Chancerya court of equity that does not operate based on a popular jury, which means: (i) that it has the power to issue more flexible resolutions than those formally provided for by law, including forcing a party to fulfill a contract, and (ii) that the decision rests with a legal professional called chancellorwho is an expert in corporate matters.

As for the parties, we have Musk, who is worth approximately 225.2 million dollars and, as a humble counterpart, Twitter, which has annual revenues of more than 5 billion dollars. As for the players of each team, also of stardom: Twitter has hired the office wachtel lipton Rosen & Katz, which is considered to be the law firm in the United States, with a single office in New York City, but with the highest income per partner in the world, eight million dollars a year. Musk, for his part, hired Quinn Emmanuel Urquhart & Sullivan, a firm specialized in high-level litigation, with its headquarters in Los Angeles and which incorporates more than 800 lawyers and which also has the highest income per partner in the world.

So, for lovers of legal dramas, this one looks to be one of a kind. Take your crispy pork rinds and hot sauce because the grip will be good.

In Madrid and with a craving for Asturian food, you have to visit El Paraguas restaurant, in Jorge Juan, double star for its tuna tartare with salmon caviar.

Twitter vs. Musk, the legal battle of 2022