Jul 13, 2022 - Technology

Three takeaways from Twitter's suit against Elon Musk

Photo illustration of Elon Musk next to the twitter logo

Photo illustration: Sarah Grillo/Axios. Photo: Dimitrios Kambouris/Getty Images for The Met Museum/Vogue

Twitter's lawsuit against Elon Musk reads much like the filing in a divorce proceeding: A few substantive charges mixed in with a bunch of dirty laundry and the complaints of a former lover who now feels jilted.

Driving the news: Twitter on Tuesday made good on its threat to sue Elon Musk for trying to back out of his $44 billion takeover, filing a 62-page complaint, augmented with another 180 pages or so of exhibits.

The big picture: The legal arguments made by Twitter are essentially the same ones it has already been making publicly: that Musk, not Twitter, has been violating the deal's terms and that the argument over "spam bot" counts is a pretext for Musk to try to get out of a deal that offers few escape hatches.

Here are three notable things from the court papers:

1. Twitter has sought multiple times to put in place a program to pay top employees to stay through the merger, but Musk has not given a needed OK.

  • "Musk has unreasonably withheld consent to two employee retention programs designed to keep selected top talent during a period of intense uncertainty generated in large part by Musk’s erratic conduct and public disparagement of the company and its personnel," Twitter said in the suit — a time when employee attrition "has been on the upswing."

2. Musk brought in former Intel CEO Bob Swan to act as his adviser, only to later push him out, notifying Twitter in a June 23 text message that he had asked Swan "to depart the deal proceedings, as we are not on the same wavelength."

3. Twitter CFO Ned Segal tried several times to set up a meeting with Musk to discuss the company's methodology for determining the percentage of fake accounts, but Musk declined a meeting, while still saying Twitter had not provided the info he needed.

What's next: Twitter is asking the Delaware Chancery Court for an expedited trial in September, so that the two parties don't bump into the deal's latest allowable closing date of Oct. 24.

Go deeper: A timeline of the Musk-Twitter deal so far

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