Twitter vs Elon Musk: Tesla chief's version on the breach of merger agreement

New Delhi: Elon Musk has officially cancelled the $44 billion proposal to acquire Twitter, which had been the world's largest tech buyout plan this year. It's improbable that the world's richest person was unaware of the outcome of his contract cancellation, which has set the legal stage with the social media giant stating that it will sue the world's richest person.

In a filing, Tesla CEO Elon Musk detailed the timing for the merger's failure, accusing Twitter of breach of contract. "Twitter has not provided information that Mr. Musk has requested for nearly two months, despite his repeated, detailed clarifications intended to simplify Twitter's identification, collection, and disclosure of the most relevant information sought in Mr. Musk's original requests," the document states.

According to reports, Musk and his Morgan Stanley financial advisors have been looking for information on the prevalence of fraudulent accounts since May 9. According to the filing, Musk stated on May 25 that "he wanted to know how many of Twitter's purported mDAUs were, in reality, fraudulent or spam accounts." "mDAUS" stands for "monetisable daily active usage or users."

Musk claims that the microblogging site is in breach of contract because it refused to release the information. "Contrary to popular belief, Mr. Musk did not forgo his right to access Twitter's data and information just because he did not seek this data and information prior to entering into the Merger Agreement." In fact, he secured access and information rights inside the Merger Agreement specifically to allow him to evaluate data and information critical to Twitter's business before funding and completing the transaction," the lawsuit adds.

Musk went on to say that "while Twitter has provided some information, that information has come with strings attached, use limitations, or other artificial formatting features, which has rendered some of the information minimally useful," and that the social media giant has been aware of the breach since June 6.

Following the agreement, the Tesla CEO requested the following details: information about Twitter's process for auditing the inclusion of spam and fake accounts in mDAU, information about Twitter's process for identifying and suspending spam and fake accounts, daily measures of mDAU for the previous eight (8) quarters, board materials about Twitter's mDAU calculations, and materials about Twitter's financial condition.

Twitter spam accounts are thought to be significantly higher than the 5% declared by the social media behemoth in its SEC (Securities and Exchange Commission) filing, Musk added, emphasising that the company's process for calculating spam accounts looks to be "arbitrary and ad hoc."

"It would be dishonest and misleading to disclose that Twitter has a reasoned procedure for computing mDAU when the contrary is true," the complaint says.

Meanwhile, Twitter CEO Bret Taylor has stated that the company would sue Musk: "The Twitter Board of Directors is dedicated to finalising the acquisition at the agreed-upon price and terms with Mr. Musk and intends to take legal action to enforce the merger agreement. We are optimistic that we will be successful in the Delaware Court of Chancery "He tweeted shortly after Musk's agreement was terminated.