저자: Kevin · 외국인
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일론 머스크의 트위터 인수 분쟁 관련 델라웨어 법원 판결을 분석. 트위터 SEC 제출자료의 봇 비율(5% 미만)은 표본 기반 추정이며 '상당한 판단'이라는 단서가 있어 사기 입증이 어렵다고 설명. 머스크 측 승소 가능성은 낮고, 델라웨어 판례상 계약 이행(specific performance) 압박이 커 불리하다고 봄. 자금 조달 부족분(약 110억 달러)을 메우기 위해 테슬라 주식 매도 압력이 생길 수 있다고 언급하며, 이 경우 테슬라 매수 기회가 될 수 있다는 견해 제시.
다듬은 글
oh boy in the case of elon musk versus twitter the judge just made a ruling and i have to say this is not a good start for elon musk this is something we've definitely got to talk about so before i talk about the ruling let me give you some quick background and try to summarize everything that's going on up to this point so elon musk stated that he would buy twitter for 54.
and 20 cents which at the time represented about 70 times earnings and in previous videos i've stated boy oh boy paying 70 times earnings for a company a tech company in 2022 doesn't seem like a really good deal unless they're going like crazy and twitter just isn't now maybe the valuation made sense because elon musk had this vision of turning twitter into a company that could potentially 4 5x not only its user base but also its revenue potentially getting up to a billion users unfortunately these are just visions and i think when the reality of recession hit elon musk the reality of tesla share price falling and his wealth plummeting over a hundred billion dollars and having to lay people off at a tesla hit well folks i think then at that point elon started realizing crap maybe i did actually overpay for twitter and here are some of the issues that elon musk now faces he faces quite a few and it all starts with his original publicly disclosed merger agreement this is really important so let's make a list here so first number one the public merger document makes absolutely no mention of bots and that means you really didn't have any kind of contingencies for bots on the twitter platform why do bots matter well they matter because elon musk makes the argument that hey twitter told us in public filings that only five percent of their user base is made up of bots or spam accounts in fact here is the direct verbiage from the twitter filings with the sec it states the following there are a number of false or spam accounts in existence on our platform we have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than five percent of our monthly daily active users during the quarter the false or spam accounts for a period represents the average of false or spam accounts in the samples during each month's analysis period during the quarter now this is a very important line right here that i want to highlight to you first notice the word samples right samples is very very important but in addition to the word samples i want you to remember this phrase right here in making this determination we applied quote significant judgment in other words significant sort of uh i think this is right but it could be wrong right and they even say so our estimation of false or spam accounts may not accurately represent the actual number of such accounts and the actual number of false or spam accounts could be higher than we have estimated so it's a pretty good cya statement cover your behind statement by twitter's attorneys and the reality is and i hate to say it because you know what i like elon okay but here's the thing the reality is number two elon musk didn't fact check the bot issue before actually agreeing to sign the merger deal so the public merger document made no mention of bots he didn't fact check the bot issue before the deal was inc there was nothing in the negotiations that actually suggested that the bot issue was a concern in fact number four elon publicly said he wanted to solve the bot issue as one of the reasons he was buying the company and so this is where twitter is making the argument that ah as soon as elon musk's net worth started falling and recession fears started mounting elon musk decided oh crap well now we've got some cold feet now elon here is really saying look we don't like how you did your sample in fact we would do a sample completely differently in fact when we survey people on twitter and say things like hey is your experience that only five percent of users on the platform are bots most people say no in fact some suggest that the bots on twitter could represent somewhere around 25 to 50 percent of the user base and so elon here is saying hey y'all made a sample but you all basically defrauded us by doing a shot in the dark sample twitter obviously replies here and says hey look we said we used significant judgment and even if that meant we just had one dude in a dark room going uh hey uh you know pick uh pick a hundred random tweets and count how many spam bots and he goes uh looks to be less than five percent all right sounds good could be higher well that's just the company you're buying you're buying a company that didn't actually have great controls and unfortunately if you waived that due diligence up front which elon argues they didn't well then that's the problem or ultimately the company that you have to buy right see here's the thing i like to compare this to real estate let's say that you bought a house and you're in escrow on a house and it's subject to what's known as due diligence and you do your home inspection you inspect the sewer the electrical system the rule foundation everything looks good you buy the house and the day after you buy the house you're like crap there's uh the water heater burst because it was super old and it only had one day left and this has literally happened to home buyers the day after you close boom the water heater bursts and leaks everywhere and floods out the property well if the seller didn't know that the water heater was about to burst technically that's the buyer's problem even if the buyer was still in there in their escrow period but after they've removed their due diligence agreement buyer can't just cancel the deal because all of a sudden the water heater is old if they've removed their contingencies now if the seller knew and had a quote from a plumber and a plumber came to that house and said this water heater has three days left on it and it's going to blow and this happened during let's say the buyer's contingency period and the seller didn't disclose that well now that could be a material fact and the buyer could argue you should have disclosed that to me and but then even if you have what's known as a material adverse effect in a contract where something is now substantially changing the deal because now it flooded out let's say the property flooded out you'd have to make the argument that this water heater flooding out actually damaged the house so significantly that you can no longer buy the property and i hate to say it but in a lot of cases for homeowners the property floods out from a water heater the insurance company comes in and pays for new flooring in a new kitchen or bathroom or whatever wherever the leak damage was buyer ends up in a better situation you don't actually have a material adverse effect so there are two things that you have to take away because obviously there's no insurance company here for twitter but two things you have to take away from that example in that real estate example you have to take away that number one the seller would actually have to be going out of their way to defraud elon musk if the seller defrauded elon musk and the judge finds that the seller is twitter is defrauding elon musk then elon will win if the judge determines that the information twitter provided is their best guess but they're not going out of their way doing their own home inspection to properly fill out their disclosures because they're not going and hiring a bunch of inspectors to try to make it perfect for the buyer because that's the buyer's job before they sign away due diligence then you can't really fault the seller for fraud and so this is a massive uphill battle that elon musk faces sellers aren't required to make sure that their product is perfectly inspected and that they even know about all of their defects that's on the buyer so it's really difficult to imply that twitter knew that there was a problem and they didn't tell elon if elon can prove that elon will probably win but he's got a big uphill battle especially when you zoom into that statement that twitter used significant judgment and that could basically just be one dude sitting in a dark room personally that that one line there changed my perspective of this because originally i was kind of like elon musk fanboying i have to admit it but when i saw that i'm like crap i mean in theory twitter could have called me and said hey kevin we want you to consult and let us know do a quick random sample of how many bots you see on a daily basis and if i call them back and go hey i mean i think it's around five percent in theory that is a sample it's not a good one it's a lazy dumber sample right but it's still a sample and it could be wrong in fact it probably is wrong but that doesn't make it fraudulent that doesn't make it a material adverse effect so this is where elon again big uphill battle he'd probably have to show that twitter knows they were lying that's going to be tough now judges and this is the other big problem okay judges in delaware the delaware chancery courts these are business judges and people file corporations in delaware i have myself because delaware is known as the place to incorporate for most companies because these judges honor business contracts judges want contracts to be enforceable so that way when companies decide where do we want to incorporate they pick delaware to do it it's kind of like this case is literally an advertisement for incorporating in delaware because it shows that we take business contracts seriously in delaware and we're not going to let some let's say woke politics or you know super you know whatever sided one-sided politics get involved we're gonna look at business contracts as what they are business contracts so letting elon musk potentially walk away from this deal could really weaken the state's ability to actually attract corporations to trust their company and corporation documents in the state of delaware so the potential precedent of letting elon walk away here would be huge and this is yet another massive uphill battle for elon musk and as much as i like to fanboy for elon i'm concerned here the more i look at this the more concerned i get does it mean he might have to sell tesla stock we'll talk about that so what happened beyond the fact that yes i have programs on perspective for building your wealth in real estate stocks building your wealth real estate sales making youtube videos you name it with a coupon code expiring on july 28th linked down below take advantage of that great pricing because it's phenomenal you get 50 off take advantage of it you join me in private live streams and much more but folks what happened in delaware court today with the judge who just got over having coven well twitter argued that this deal is not contingent upon bots that this has literally nothing to do with bots and instead that elon just wants to walk away because the market softened elon musk's team argues that twitter gave elon the run around when it came time to see the actual books and the actual inspections and probably my opinion this is because twitter doesn't actually even know they don't even know because they never even care to inspect how many bots they had because quite frankly you know the more monthly active users they can say they have the better it is for their share price that's not necessarily fraud it's just a company that doesn't care and so they don't know so elon's team argues they just got excuses and that they relied on this public disclosure of five percent which was really a kind of lame disclosure because again you know probably twitter's team probably just didn't originally care and it wasn't their obligation to make sure that that was perfect so elon's got a weak like to stand on here twitter in court says that this is making opera this lawsuit is now also making it difficult for them to operate their business and attract employees because they don't know is elon going to be the new boss who's going to be the new boss and so employees are like what's going on like do we stay do we go should i stay or should i go you know that's crazy and so the judge cited and this is where things also get bad for elon okay the judge is like look you know we have a precedent in delaware of performance and we allow sellers and buyers to seek performance that is forcing the other party to do something elon musk agreed to buy the company we have a precedent here of forcing people to buy companies or or corporations or whatever to follow the contracts that they sign and this is bad for elon as well so we got quite a few bad things here okay right one we've got that significant sort of that that statement right the cya statement that's not good number three which we're about to talk about is the precedent that is not a good thing but we've also got that significant hurdle of the fact that twitter had no obligation no obligation at all to make sure that statement was accurate on the behalf of a buyer just like in that real estate example again you go sell your house you don't have to do a home inspection on your house before you sell it could be a good idea but it's not your problem it's the buyer's problem so these are three big problems but what's this precedent one here well folks this is a big one because oh when a judge brings up a precedent it is so hard to get a judge to flip on precedent it's almost like getting a cop to write a ticket and then trying to convince them to unwrite the ticket really really hard and the judge brought up the case of tyson v-i-b-p this is a problem see back in 2001 tyson foods offered to put in a bid for ibp foods which they did this would have been a mutually beneficial acquisition as both were within the top three producers of chicken back in 2001.
tyson foods produces chicken okay now you can spend hours reading the story between these two however here's a brief synopsis tyson outbid another company smithfield 4 ibp the acquisition looked like a done deal but then there was a miscommunication between the executives from both sides subsidiary companies had unclear impairment charges in their balance sheets and on their income statements and the market started crashing in the dot-com bubble explosion the bursting of the dot-com bubble so tyson's like let's use this as a material adverse effect to back out of the deal only a couple of months after signing the deal well folks what did the delaware judge end up doing the delaware judge in 2001 said sorry tyson you have no legal grounds for withdrawing your 3.2 billion dollar deal and you have to go through with it that again strengthens the case for bringing deals to delaware which is just another one of the issues that elon faces so the disclosure is an issue the fact that there was no mention of the bot issues in negotiations earlier on the fact that twitter is under no obligation to actually investigate their own crap even if they're bad company they're under no obligation to prove that they suck because then they have to disclose it right and then you have precedent of this tyson deal and the fact that judges want to honor the fact that delaware is a state that when you sign a contract you fulfill your contract and good luck getting a judge to change their mind on that so what ended up happening well twitter was hoping to get a september three-day trial so they wanted a three-day trial in september to settle this issue that's pretty soon that's within 60 days and would be pretty rough for elon musk to actually put together a case to say that let's say 50 of users or bots and that this is a scam and a fraud of a company hard to make that case it's also hard to do that within three days as a result elon musk's team said it would be fair to wait until april of 2023 to which of course twitter's like dude how are we supposed to operate for another half year basically or more than half of a year just so you can go play with numbers that's not fair so what did the judge do the judge cited substantially more with twitter and not elon's team ended up going for an october deal which you could see is substantially closer to the twitter target and they are going to set a five day trial or five day trial has now been set for the case between elon and twitter this is gonna be big so if you wanna see details of that case make sure to follow and subscribe to this channel now is elon musk potentially going to be forced to sell tesla stock uh yeah potentially because if some of his other financing now falls through it could potentially put pressure on tesla as elon musk maybe needs to sell up to another 11 billion dollars as it seems like right now he has secured roughly about 33 billion dollars we've got a 44 billion dollar deal on the table this is running off the chart over here just like many things that's going on with elon anyway 33 billion dollars are tentatively secured right now he's got to get to 44 billion that leaves a deficit of 11 billion dollars if some of this financing pulls out though it's possible he could have to come up with maybe 15 20 billion bucks could that potentially create selling pressure abso freaking literally could that end up being a buying opportunity for tesla absolutely freaking lutely is there a good chance elon musk done f'd up here abso freaking lutel
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