One second after closing, Musk owned Twitter, and could tell Twitter not to pay any bills. (And he did, and he has gotten sued for it.) But one second before closing, Musk did not own Twitter, and Twitter could pay all the bills it wanted to. He asked it not to, and it did anyway, and that was fine. “Twitter executives ignored the first half of the Closing Day Directive and instead accelerated Twitter’s outbound payments to third parties,” complains Musk.
… You could imagine Musk demanding a list of transaction expenses, not closing the deal until he got it, getting it, reviewing it, saying “this Wachtell bill is too big,” and refusing to close the deal until it was renegotiated. Or you could imagine him settling the merger litigation by signing some sort of settlement agreement that covered, among other things, litigation expenses. But he didn’t do that. He settled the merger litigation by saying “never mind, I’ll close the deal,” not a negotiated settlement but a pure capitulation. And then, once he did that, he closed the deal as quickly as possible. He did everything impetuously, and one result of that is that he paid a $90 million fee to the law firm that beat him. And now he is complaining! Fine. But it is only his fault.
‘Enforcement 40’ for 2020
Join Us On LinkedIn
Join the Securities Litigation and Enforcement Group on LinkedIn