Twitter sued Elon Musk last week, over Musk’s announcement that he plans to abandon his agreement from this April to buy the company. The suit, filed in Delaware’s Court of Chancery, is attempting to hold Musk to the deal to buy Twitter because the company believes that Musk is not allowed to back out under the terms of the agreement. Musk, meanwhile, claims that he is walking away from the deal because Twitter has misrepresented how many fake accounts, or bots, are currently on the platform.
The latest legal salvo was that Musk was seeking to delay any potential trial to February of 2023, while Twitter wants to have the trial take place as quickly as possible.
In that round, Twitter is the winner.
Delaware Chancery Court Chief Judge Kathaleen McCormick has set a five-day trial, which will take place in October, Deadline reported Tuesday. The exact dates were not announced.
“In my view, the defendants underestimate the ability of the court,” the judge said.
Twitter had called for a trial in September, but the planned date is still closer than the Musk side’s preferred date in February.
Per CNN, the hearing took place over Zoom, as the judge recently tested positive for Covid-19 and was not available to conduct the hearing in person.
“Musk has been and remains contractually obligated to use his best efforts to close this deal,” Twitter lead counsel William Savitt. “What he’s doing is the exact opposite; it’s sabotage.”
Savitt also argued, as reported by CNN, that the bot issue raised by Musk is “emphatically and plainly not before the court in this case,” and that “nothing in the merger agreement turns on that question, there is no representation or warranty in the merger that is related to how many false accounts there may be on Twitter.” He added that Musk had waived due diligence prior to the merger agreement back in April.
Musk had stated, prior to buying Twitter, that a big priority of his was to defeat Twitter’s bots.
Twitter, last week, sent a filing urging its shareholders to approve the sale to Musk, at a shareholders' meeting that will be held at an undetermined date.
“So Musk wants out. Rather than bear the cost of the market downturn, as the merger agreement requires, Musk wants to shift it to Twitter’s stockholders,” Twitter’s lawsuit against Musk said. “This is in keeping with the tactics Musk has deployed against Twitter and its stockholders since earlier this year, when he started amassing an undisclosed stake in the company and continued to grow his position without required notification. It tracks the disdain he has shown for the company that one would have expected Musk, as its would-be steward, to protect. Since signing the merger agreement, Musk has repeatedly disparaged Twitter and the deal, creating business risk for Twitter and downward pressure on its share price.”
Stephen Silver, a technology writer for The National Interest, is a journalist, essayist and film critic, who is also a contributor to The Philadelphia Inquirer, Philly Voice, Philadelphia Weekly, the Jewish Telegraphic Agency, Living Life Fearless, Backstage magazine, Broad Street Review and Splice Today. The co-founder of the Philadelphia Film Critics Circle, Stephen lives in suburban Philadelphia with his wife and two sons. Follow him on Twitter at @StephenSilver.