Why Elon Musk Can’t Back Out of Buying Twitter, According to Twitter

But Twitter said in its lawsuit that its slowdown in hiring aligned with what Mr. Musk had told the company he wanted. The company added that it had notified Mr. Musk’s lawyers of its decision to let go of the two executives and that the lawyers had “raised no objection.” The suit did not say when Mr. Musk’s lawyers were notified of those decisions.

Twitter says Mr. Musk breached the agreement by stopping efforts to close the deal.

Under the terms of the agreement, Mr. Musk must use “reasonable best efforts” to close the deal, including securing debt financing for the $44 billion purchase.

But Twitter said in its lawsuit that Mr. Musk had appeared to abandon efforts to complete his debt financing, contravening the agreement. Furthermore, the company said, he disappeared when Twitter’s executives, including Ned Segal, its chief financial officer, reached out to discuss the figures about spam accounts that Mr. Musk had professed to be concerned about.

Mr. Musk also appeared to get rid of executives who were working to help him close the deal, such as Bob Swan, a former chief executive of Intel, according to the lawsuit. On June 23, Mr. Musk told Twitter that “he had asked Swan ‘to depart the deal proceedings, as we are not on the same wavelength,’” the suit said.

Twitter says Mr. Musk breached the deal terms by disparaging the company.

The deal contract also said Mr. Musk could not disparage Twitter or its employees in tweets. Yet he did so multiple times, Twitter contended, violating the agreement.

Article source: https://www.nytimes.com/2022/07/12/technology/twitter-musk-lawsuit-reasons.html