Twitter sued Elon Musk on Tuesday to force him to complete his $44bn takeover of the social media giant after he announced on Friday he would withdraw his bid. “Musk’s exit strategy is a model of hypocrisy,” the lawsuit said, accusing the billionaire of making “bad faith” arguments against Twitter and carrying out “public and misleading attacks” on the company. The suit has kicked off what could be a long legal saga regarding the failed merger. The Tesla CEO and richest man on Earth had reached a deal to buy Twitter on 25 April, offering to purchase all of the company’s shares for $54.20 each, but he began to back out over allegations of “spam” accounts on the platform. “Musk entered into a binding merger agreement with Twitter, promising to use his best efforts to get the deal done,” according to the lawsuit. “Now, less than three months later, Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests.” Because the deal included a provision called a “specific performance clause”, the court could force Musk to buy the company as long as he has financing in place, which he claimed to have secured in May. Musk could be ordered to pay $1bn for walking away, a penalty he indicated in a filing to the Securities and Exchange Commission he is seeking to evade. The SEC could levy additional penalties against Musk, including removing him from leadership of one or more of the several companies he leads, including Neuralink, Tesla, and SpaceX. The complaint details how Musk offered to buy Twitter at a relatively high price and backed out after a market slump led to a downturn in tech stocks. In order to successfully escape the deal without penalty, Musk would have to prove “material adverse effect” or breach of contract. “Musk had to try to conjure one of those,” the lawsuit states. To do so, Musk began to focus on the “spam bot” issue, the suit alleges. Twitter claimed spam accounts made up less than 5% of more than 200 million users but Musk insisted that the number was higher and accused Twitter of withholding information on the problem. Twitter revealed this month that it was suspending more than 1m spam accounts a day. Carl Tobias, a scholar at the University of Richmond School of Law, said the litigation could consume several months or longer, making a settlement likely. “The litigants will realize that it could be protracted, expensive and unproductive,” he said. “A protracted legal battle could be very expensive and time consuming, could distract both sides from moving on to more productive efforts to improve their current businesses and might reveal numerous embarrassing aspects of their business practices that could have detrimental effects on their reputations.” Musk declared his takeover bid on 14 April, and Twitter’s board agreed after Musk confirmed a funding package for the deal that included $21bn of his own money. With the deal, Musk stood to take control of a social media network with more than 200 million users. An avid but critical user of the platform, he had vowed to push through various reforms, including relaxing its content restrictions, ridding the platform of fake and automated accounts and shifting away from its advertising-based revenue model. Musk announced on 13 May that the deal was “on hold” while he awaited details supporting Twitter’s assertion on spam or fake accounts. He asserted the figure was 20% and said Twitter would need to show proof of the lower number for the purchase to go through. Twitter denies this in the strongly worded complaint, saying Musk continued to tweet, falsely, that Twitter had “failed to cooperate” in providing the information “apparently in the belief that repeating a falsehood enough can make it true”. The lawsuit details a number of tweets Musk sent “disparaging” the company, including a tweet directed at the Twitter CEO, Parag Agrawal, that contains a poop emoji and a number of memes. “For Musk, it would seem, Twitter, the interests of its stockholders, the transaction Musk agreed to, and the court process to enforce it all constitute an elaborate joke,” the complaint said. Musk seemed to respond to the lawsuit on Tuesday afternoon, tweeting: “Oh the irony lol.”
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