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Twitter: The Albatross Round Tesla’s Neck
Nice Ones, mark my phrases: Elon Musk is completed with Twitter (NYSE: TWTR).
I imply, he’s been executed for some time … however Elon was searching for a authorized approach out that didn’t go away him on the hook for billions. And once I say go away “him” on the hook, I imply personally on the hook for billions.
Why am I so certain?
As a result of as an alternative of simply tweeting about his dissatisfaction along with his Twitter buyout — and everyone knows how Musk likes to tweet — this time, he executed lawyered up.
In a letter to Twitter this morning, Elon Musk’s lawyer accused Twitter of “resisting and thwarting” Musk’s proper to data on these pretend accounts.
The letter acknowledged that Twitter’s failure to reveal this data constitutes a “clear materials breach” of the acquisition phrases:
Mr. Musk reserves all rights ensuing therefrom, together with his proper to not consummate the transaction and his proper to terminate the merger settlement.
So that you need to understand how I do know Musk is critical this time? As a result of he didn’t tweet about it and caught to authorized channels.
Now, would Elon nonetheless purchase Twitter if the board panicked and determined to supply him a greater deal at a value a lot decrease than Musk’s meme-able $54.20 per share supply?
Certain. The truth is, this may very well be a supposed Musk “huge mind” transfer to get Twitter to just do that.
Sadly for Elon Musk, Twitter almost definitely isn’t going to play that recreation. As the corporate mentioned final month: “We intend to shut the transaction and implement the merger settlement.”
However isn’t Elon Musk proper about Twitter not sharing data on spam accounts?
That is the vital query, now, isn’t it?
In line with Musk’s letter: “If Twitter is assured in its publicized spam estimates, Mr. Musk doesn’t perceive the corporate’s reluctance to permit Mr. Musk to independently consider these estimates.”
Should you take a look at the acquisition settlement Elon Musk himself signed, it particularly waives Musk’s proper to due diligence. In layman’s phrases, it means Musk agreed to purchase Twitter “as is.” Mainly, it doesn’t matter what number of pretend accounts Twitter has … Musk waived his proper to search out out.
However let’s humor Musk a bit right here … like Twitter has. Twitter gave Elon as a lot data as they might with out violating the corporate’s mental property (IP) rights.
Twitter CEO Parag Agrawal even tweeted out publicly how the corporate determines which accounts are pretend and get banned, stating: “Using personal knowledge is especially essential to keep away from misclassifying customers who’re truly actual.”
There are two distinct issues for Twitter and Musk right here.
First, with the intention to precisely present Elon the way it distinguishes between actual and faux accounts, it must present him customers’ private knowledge. Doing so might probably open Twitter as much as privateness lawsuits.
Second, a part of Twitter’s verification course of clearly makes use of proprietary IP. Making delicate firm IP out there to Elon Musk is tantamount to creating mentioned knowledge publicly out there … ‘trigger you understand Musk is gonna tweet about it.
Moreover, no firm in its proper thoughts would willingly give away proprietary IP. That’s a tech firm’s bread and butter … its lifeline … its “moat,” if you’ll.
Ought to he purchase Twitter, Musk would have entry to all of that knowledge with no restrictions. However as a possible purchaser? Not gonna occur.
Consider it this manner … folks operating for president of america get briefed on potential nationwide safety points as soon as there’s likelihood they may win. Nonetheless, they don’t get the nuclear launch codes till after they’re sworn in.
Sure, that’s an over-the-top comparability … however it nonetheless looks like a reasonably good rule, proper?
You don’t get entry to firm secrets and techniques till you personal mentioned firm, Elon. And also you agreed, in a legally binding doc, that you simply didn’t care about due diligence anyway.
This one might be going to court docket, Nice Ones. With Elon Musk claiming he was wronged someway, and Twitter arguing that the deal should go on.
Naturally, TWTR inventory is falling at the moment — down roughly 4% for apparent causes. In the meantime, Tesla (Nasdaq: TSLA) rallied greater than 3% on the information, which appears overly optimistic to me.
The truth is, any TSLA inventory rally at this level appears overly optimistic proper now.
If Elon Musk has to go to court docket, that’ll price cash.
If he has to undergo with the TWTR acquisition, that’ll price cash.
If he flat out ends the TWTR acquisition, that’ll price cash.
And the place does Elon Musk get most of his cash? That’s proper: TSLA inventory.
I hope you Tesla buyers have “sturdy arms.” You’re most likely going to want them. That is going to worsen for each TSLA and TWTR shareholders earlier than it will get higher.
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And with that, we’ll name it a Monday. I feel a hamster fell off its wheel or one thing… Anywho, we’ll be again tomorrow with a full version of Nice Stuff.
Within the meantime, if you wish to share your tackle the Musk man’s story of Twitter woe, ship me your ideas at GreatStuffToday@BanyanHill.com.
In any other case, right here’s the place else you’ll find us:
Regards,
Joseph Hargett
Editor, Nice Stuff
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