"... the Tesla tycoon tweeted a meme on Wednesday that appeared to mock Twitter and its policy chief top lawyer, Vijaya Gadde. The meme shows YouTube host Tim Pool having an imaginary conversation with Gadde about Twitter's alleged left-wing bias. The conversation circles a logo of The Joe Rogan Experience... a reference to a 2019 podcast episode on the show featuring Gadde, Pool, and Twitter founder Jack Dorsey. The three discussed Twitter's rules against the abuse and harassment of transgender people on the platform, and Pool said most of the accounts Twitter bans lean conservative. Musk's critics quickly dinged the Tesla tycoon for tweeting the meme, saying he's bullying the company and putting its employees at risk.... Musk quickly defended himself and said he was asking Twitter to stay politically neutral. 'For Twitter to deserve public trust, it must be politically neutral, which effectively means upsetting the far right and the far left equally,' he tweeted."
Reports Yahoo Finance, in "After 'no insult' pact, Elon Musk appears to mock Twitter and its policy chief with a Joe Rogan meme and says the platform has to be 'politically neutral,'" about this:
— Elon Musk (@elonmusk) April 27, 2022
Posts
48 comments:
It would be nuts to enter into a pact to not insult people who are insulted when the sun comes up in the morning.
it's almost as if, not all people that aren't From america; believe in american ideals
As usual, "appears to" -- with no person named as the observer -- does an awful lot of work in these pieces.
What's really going on with all the hate for Elon by leftists, trannies and the government is that they all really secretly want to date Elon. When people hate you it means they secretly want to date you and smell your feet, AOC said so.
In other words, now that Elon owns Twitter, he should post feet, and nothing but feet.
Why are Ivy League, elite school class of people so weak on free speech? Joe Rogan isn't a college graduate.
Uhhh, how was that mocking? It's a recap of the conversation that really happened.
On what basis can the SEC regulate insults? I've heard of "no disparagement" clauses in connection with severance agreements - I had to sign one at retirement - but what's the rationale here?
Remember the photo of Johnny Cash from his concert at San Quentin Prison where he's flipping the bird? That's what everyone who admires Musk thinks of when he speaks truth to power.
The disparagement clause only relates to the acquisition. Elon would be in violation if he said she was trying to sabotage the instant deal, but not for questioning her past actions.
So he signed some agreement. Let's see the text. Does it use the word "insult"? Does it define "insult"? Is the word "disparagement"? I don't see how the image discussed in the post is an insult. I guess there's some enforceable securities law provision that requires him to adhere to his agreement, but what is the enforcement, and what is the text of the agreement?
Elon has a pretty good defense. Allowances have to be made for him as a special needs child.
I'm curious about the "bullying" though. It seems like it's a card that could be played in almost any situation or held on to even in really ugly situations. Could we get a breakdown of situations where "bullying" is impermissible and situations where it's just a part of life? Are we "bullying" the president? Is he "bullying" us? Is Elon more bullied than bullying right now?
There is no securities law provision requiring compliance. It's a contract - let them sue for damages or seek an injunction or refuse to close the deal (ha!)
Criticizing a policy is not insulting the person who created the policy. This is just another BS example of shitty “journalists” trying to invent a controversy to drive clicks.
I heard this "disparagement" argument elsewhere, and it seems as exciting as the Trump Jr text messages of Jan. 6th. It means something if you already predisposed to want it to mean something. Those looking at it dispassionately are wondering when you'll present something to substantiate your argument.
“For Twitter to deserve public trust, it must be politically neutral, which effectively means upsetting the far right and the far left equally."
That’s “political” neutrality. A neutral ref calls fouls on the team that commits the fouls. Well, I called a foul on the other team so now I have to call one on yours is political neutrality.
"an SEC filing revealed that Elon Musk must avoid insulting Twitter or its agents"
Some things are unavoidable.
Althouse asks:"what is the text of the agreement?"
Exactly.
Yahoo links to Business Insider who in turn links to the agreement (apparently)
snip
"the Equity Investor shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives."
Here's the relevant provision of the contract (at the end of Section 6.8): "Notwithstanding the foregoing, the Equity Investor shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives." [You can find the entire agreement on the SEC's EDGAR filing system. Most of it is standard for a public M&A deal of this sort, but there are some unusual features, including this clause. Here is a link to the filing: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm]
Musk might reasonably argue that the tweet is not "about the Merger or the transactions contemplated hereby" and thus is not within scope of the disparagement clause. You might respond that even if it isn't caught by the letter, the tweet isn't within the "spirit" of the clause. But this clause is non-standard -- you might even say it is Elon-specific -- and there is no way that each word wasn't hotly negotiated. So there is little reason to think that the spirit of the clause is any different from its letter.
But even if the tweet falls foul of the non-disparagement clause, what is Twitter supposed to do? What is the remedy? The board can refuse to close the sale for (alleged) breach of covenant by Musk. Then what happens? The stock price drops like a rock: Twitter just Thursday announced disappointing results and that it had been overstating user numbers for the past two years(!). And there is not there is no competing bidder offers as good a price as Musk -- if there were, you can be sure the board would have taken its offer instead!
Twitter is a Delaware company, so Delaware law sets the duties of its directors. And Delaware law is crystal clear on this: the duty of the board members at this stage is to get the best price for shareholders. So if directors walk from the deal because of an alleged breach, they will be sued immediately by every shareholder for the difference between 1) Musk's offer price and 2) the undoubtedly lower price of the stock in the market once news of the termination is made known. Not a position any sensible director would want to be in, even if you had the best D&O insurance in the world. And you can be sure the D&O insurer would be inspecting the insurance policy VERY carefully to see if it can deny reimbursement caused by the directors disregard of their fiduciary duties in terminating what appears to be, for the shareholders to whom they owe those duties, a pretty sweet deal.
Here's the relevant provision of the contract (at the end of Section 6.8): "Notwithstanding the foregoing, the Equity Investor shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives." [You can find the entire agreement on the SEC's EDGAR filing system. Most of it is standard for a public M&A deal of this sort, but there are some unusual features, including this clause. Here is a link to the filing: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm]
Musk might reasonably argue that the tweet is not "about the Merger or the transactions contemplated hereby" and thus is not within scope of the disparagement clause. You might respond that even if it isn't caught by the letter, the tweet isn't within the "spirit" of the clause. But this clause is non-standard -- you might even say it is Elon-specific -- and there is no way that each word wasn't hotly negotiated. So there is little reason to think that the spirit of the clause is any different from its letter.
But even if the tweet falls foul of the non-disparagement clause, what is Twitter supposed to do? What is the remedy? The board can refuse to close the sale for (alleged) breach of covenant by Musk. Then what happens? The stock price drops like a rock: Twitter just Thursday announced disappointing results and that it had been overstating user numbers for the past two years(!). And there is no competing bidder offers as good a price as Musk -- if there were, you can be sure the board would have taken its offer instead!
Twitter is a Delaware company, so Delaware law sets the duties of its directors. And Delaware law is crystal clear on this: the duty of the board members at this stage is to get the best price for shareholders. So if directors walk from the deal because of an alleged breach, they will be sued immediately by every shareholder for the difference between 1) Musk's offer price and 2) the undoubtedly lower price of the stock in the market once news of the termination is made known. Not a position any sensible director would want to be in, even if you had the best D&O insurance in the world. And you can be sure the D&O insurer would be inspecting the insurance policy VERY carefully to see if it can deny reimbursement caused by the directors disregard of their fiduciary duties in terminating what appears to be, for the shareholders to whom they owe those duties, a pretty good deal.
Ann Althouse said...
So he signed some agreement. Let's see the text. Does it use the word "insult"? Does it define "insult"? Is the word "disparagement"? I don't see how the image discussed in the post is an insult. I guess there's some enforceable securities law provision that requires him to adhere to his agreement, but what is the enforcement, and what is the text of the agreement?
From the comments section of this thread:
"Jack Dorsey called Elon Musk the "singular solution" to Twitter's problems and said "I trust his mission to extend the light of consciousness."
Acme of Evolution said...
Readering might want to read that non-disparagement clause before invoking it. Here is the agreement, as filed with the SEC. The relevant language is at the end of Section 6.8.
The language (“such Tweets”) is pretty clear that it covers only tweets about the merger and its related transactions. What do you see in Musk’s tweet that would make it fall in that category? 4/28/22 1:51 PM
You shall not insult and mock the Delicate Soviet left.
That's why Babylon Bee was thrown off twitter.
BB has too much fun mocking the left. Butt Hurt!
Leftists cannot handle it. They cannot handle the truth about their beloved ideals, sacred cows, and corrupt leaders. Obey.
He didn't mock them, Joe Rogan did. Elon is just letting us know he is aware other people are mocking Twitter.
Left Bank interprets it as political while I hear Musk’s emphasizing neutrality. That is, if rules against threats and bots and doxxing are applied equally, i.e. fairly, across the platform then the excluded will include far Right and far Left and both extremes may be equally upset. You are reading “tit for tat” into it assuming Musk possesses the same authoritarian impulses he is acting against. I smell projection.
SEC Regulations don't govern here, it's a contract matter. Non-disparagement clauses often follow a history of antagonism. Kinda shoe-horned in there. Basically, be nice to get the deal closed. But Musk clearly does not give an eff about such things, hence his pending litigation with the SEC over violating his consent decree with his blatant Tesla tweets.
If you dare to mock the left- or call out the left lie's - you will be labeled "A Russian Spy!"
by the hivemind. Obey.
The real issue is the libtards are butthurt that Musk tweeted that Gadde's decision to block an entire fucking newspaper right before the election for the express and sole purpose of covering up a truthful story unfavorable to Biden was inappropriate.
Musk is being far too generous. Vijaya Gadde is the Queen Consort of Happy-face fascism.
Thanks for the text.
I would consider arguing that “ shall be permitted” says what he may do and doesn’t necessarily mean that he’s forbidden to do anything not within that scope.
I presume he could be accused of breach if Twitter wanted out of the agreement. Maybe that’s the idea…
The "no mocking" rule, if I understand correctly, is for the buyer to not influence the company stock while the closing is happening
Heh. Why would Twitter want out of the agreement? It is a goldmine for TWTR shareholders. The Musk team will have to create a lot of value post-closing and all the risk is on them.
Anything can happen, but we are talking about the merger arbitrage markets here. Money talks.
Yahoo Finance is like getting your news from some of the stupidest people in the world.
The "Notwithstanding" clause quoted above is an specific carve-out (for Musk's tweets) from the general rule limiting public announcements found earlier in the agreement. That reads (in relevant part):
so long as this Agreement is in effect, the Company, Parent and Acquisition Sub shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated by this Agreement, and none of the parties hereto or their Affiliates shall issue any such press release or make any public statement prior to obtaining the other parties’ consent (which consent shall not be unreasonably withheld or delayed), except that no such consent shall be necessary to the extent disclosure may be required by Law...
So, yes, Musk could argue that his tweet is not even within scope of the general rule because it is not a statement "with respect to the Agreement or the transactions contemplated" by it. That is, he could argue that he doesn't need to rely on the "tweet exception" because his tweet isn't prohibited by the clause that governs public announcements.
For Twitter to deserve public trust, it must be politically neutral, which effectively means upsetting the far right and the far left equally,' he tweeted."
He's got that wrong. Everything is always going to upset the Left more than the right. Or more precisely, the Left is always going to be very, very upset about something. They are in the business of being upset about something. If you allow yourself to suppose they have a legitimate basis for their whining, you have already lost. They are lying whores.
"...bullying the company and putting its employees at risk." This seems to me to be a dramatic overstatement. If one calls out the censors, they hide behind the shield of rhetoric as actual malice/physical harm. How can such a large cohort of our society be so completely spineless?
Also, I watched the Rogan interview, from a few tears ago. This accurately reflects the TWTR circle of denial that Team TWTR put on display at that time. There is nothing disparaging about it.
"I presume he could be accused of breach if Twitter wanted out of the agreement. Maybe that’s the idea…"
That is, indeed, the idea of the dimwit who wrote the article. Thing is, while "Twitter", meaning Agravate and Vajayjay, do very much want out of the agreement, they also very much didn't want into the agreement in the first place. The board was between a rock and a hard place. They will get sued, and sued hard, no matter what they do. Presumably, they took the position they felt would be most defensible. And they are not likely to be swayed by helpful advice from some random idiot. Yahoo Finance! Heh.
"the Tesla tycoon tweeted a meme on Wednesday that appeared to mock Twitter"
Well, it's clear what's needed is input from people who can't define what a woman is and insist that men can get pregnant about the meaning of the word "mock".
“ Twitter is a Delaware company, so Delaware law sets the duties of its directors. And Delaware law is crystal clear on this: the duty of the board members at this stage is to get the best price for shareholders. So if directors walk from the deal because of an alleged breach, they will be sued immediately by every shareholder for the difference between 1) Musk's offer price and 2) the undoubtedly lower price of the stock in the market once news of the termination is made known. Not a position any sensible director would want to be in, even if you had the best D&O insurance in the world. And you can be sure the D&O insurer would be inspecting the insurance policy VERY carefully to see if it can deny reimbursement caused by the directors disregard of their fiduciary duties in terminating what appears to be, for the shareholders to whom they owe those duties, a pretty sweet deal.”
So, if the Board uses these tweets to blow up the deal, Musk may end up paying a billion or so non completion fee, maybe, years down the road, but that’s pocket change for him, and it was the Board that made the decision to pull the plug. Which is to say that he probably has them by the gonads right now.
He is having fun right now. I had to chuckle about his response to AOC about flirting. Now Shatner has offered to be the face of the company, after having been such for the 1982 Commodore (as well as Priceline). Star Trek Actor Tweets 'Hire Me As A Face Of Twitter'. Here's How Elon Musk Responded. About half of Powerline’s: THE WEEK IN PICTURES - THE WEEK IN PICTURES: KLEPTOCRACY EDITION Involved Musk and Twitter.
The Twitter staff need to take up Musk’s challenge to “make Twitter maximum fun!”. The next time he tweets something rather innocuous like that, they should suspend his account and send him a notice saying something like “your use of ‘fun’ violates our community standards.” Or take away his blue check mark and give it to someone else. Really, they should spend the six months before the deal closes pranking the new boss. Then, when he is the new boss, they should prank him some more.
The walls are closing in on Elon.
Non-disparagement clauses have a number of purposes, but mostly to keep either party from crashing a deal. If there were a deal with a price collar (that is, there is a price adjustment ot a withdrawal right if the target trades above or below a specified price range) a nonsisparagement clause could have some value. Who cares ( except Elon) if he thinks their management are idiots?
"A neutral ref calls fouls on the team that commits the fouls. Well, I called a foul on the other team so now I have to call one on yours is political neutrality."
Good grief. Do you ref college hockey? Because I've seen you on the ice. There's even a name for it: the marble theory. As in keeping marbles in your pocket to keep track.
A neutral ref calls fouls without favoritism to one team or the other. If one team is committing all the fouls, so be it.
It seemed to me a perfect example of "press secretary bibble-babble" that he was mocking.
Wow, it's almost like these people just can't stop being dishonest
Acme provided the link days ago:
Readering might want to read that non-disparagement clause before invoking it. Here is the agreement, as filed with the SEC. The relevant language is at the end of Section 6.8. https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm
My quote and analysis:
Here's the text:
Section 6.8 Public Announcements. Except as otherwise contemplated by Section 6.5, so long as this Agreement is in effect, the Company, Parent and Acquisition Sub shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated by this Agreement, and none of the parties hereto or their Affiliates shall issue any such press release or make any public statement prior to obtaining the other parties’ consent (which consent shall not be unreasonably withheld or delayed), except that no such consent shall be necessary to the extent disclosure may be required by Law, Order or applicable stock exchange rule or any listing agreement to which any party hereto is subject, in which case the party required to make such disclosure shall use its reasonable best efforts to allow, to the extent legally permitted, each other party reasonable time to comment on such disclosure in advance of its issuance, or is consistent with prior communications previously consented to by the other parties. In addition, the Company may, without Parent or Acquisition Sub’s consent, communicate to its employees, customers, suppliers and consultants; provided that such communication is consistent with prior communications of the Company or any communications plan previously agreed to by Parent and the Company, in which case such communications may be made consistent with such plan. Notwithstanding the foregoing, the restrictions set forth in this Section 6.8 shall not apply in connection with any Adverse Board Recommendation Change or dispute between the parties regarding this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Equity Investor shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives.
So, Musk can not disparage "the Company or any of its Representatives" in "Tweets about the Merger or the transactions contemplated hereby".
Was the tweet about the merger? No, it was not. Therefore it does not matter whether or not it was disparaging
Ann Althouse said...
Thanks for the text.
I would consider arguing that “ shall be permitted” says what he may do and doesn’t necessarily mean that he’s forbidden to do anything not within that scope.
I presume he could be accused of breach if Twitter wanted out of the agreement. Maybe that’s the idea…
Well, he can always be "accused" of a breach.
Their problem is that he's not actually in breach.
Notwithstanding the foregoing, the Equity Investor shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives.
Since the tweets are not about the Merger, and are not "about the transactions contemplated hereby", this section simply doesn't apply to them
Not about the merger. So says you.
Musk's tweet could have been issued with or without the acquisition. It has nothing to do with the acquisition, and would make perfect sense in its absence.
Furthermore, describing a stupid, stupid decision by a gross incompetent witch as "inappropriate" is not "disparagement." He doesn't even mention Gadde by name. He's referring to a decision. And doing so in mild and restrained terms. He's not tweeting about a person. Even the Wicked Witch of the Web.
can Twitter battle with Elon last longer than Russia-Ukraine>?
readering said...
Not about the merger. So says you.
Yep, and you know that it's true.
Which is why you don't ever try to advance an argument showing how it qualifies as "about the merger".
"I'm going to change things when I'm in charge" is not "about the merger".
"Joe blow is screwing around slowing things down, trying to keep the deal from going through" IS "about the merger"
Now, do tell us how saying "that decision 18 months ago was a really bad one" is "about the merger"
We'll wait
People are signing up for Twitter - more and more every time Elon Musk speaks. He isn't disparaging - he's advertising.
I'll just note for the record that Rendering can't supply ANY story as to how his tweets were "about the merger".
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