Bloomberg Law
Free Newsletter Sign Up
Bloomberg Law
Welcome
Go
Free Newsletter Sign Up

Musk, Twitter, Board Fire Back at Bid to Slow $44 Billion Deal

May 18, 2022, 9:15 PM

Elon Musk, Twitter Inc., and its board urged a Delaware judge Wednesday to throw out a lawsuit brought by a pension fund seeking to slow down the social media platform’s planned $44 billion sale to Musk, the world’s richest man.

The filing in Delaware’s Chancery Court assailed claims that Musk’s acquisition should be delayed until 2025 based on agreements with other major Twitter investors—including founder Jack Dorsey—that made him an “interested shareholder” under the state’s corporate laws, which require most such deals to wait three years.

Musk, Dorsey, Twitter CEO Parag Agrawal, and other board members asked the court’s top judge, Chancellor Kathaleen St. Jude McCormick, to dismiss the suit by the Orlando Police Pension Fund. The fund’s attempt use an anti-takeover statute against a deal negotiated at arm’s length, in broad daylight, would stretch the law “beyond its limits and intent,” they said.

The motion came days after Musk sowed doubts about the deal by threatening to put it on hold unless Twitter provides him with more information about the number of spam accounts on the platform. Musk has sold billions worth of stock in Tesla Inc., the electric vehicle maker he leads, as he prepares to finance the transaction.

Musk—a prolific tweeter with 94 million followers—has reportedly made advertisers nervous by pledging to turn the network into a safe space for absolute free speech. He frequently uses the platform to blast perceived censorship by Twitter and other social media companies.

In their motion Wednesday, Musk, Twitter, and its board said the pension fund suit overstates or misinterprets his relationships with other Twitter investors, such as Dorsey and Saudi Arabia’s Prince Al Waleed bin Talal Al Saud. It makes no sense to claim Musk reached an agreement with the Saudi billionaire, who initially opposed the deal, according to the filing.

Although bin Talal has now pledged to support the transaction, there are no plausible allegations that he had any agreement with Musk beforehand, which is the kind of “agreement, arrangement or understanding” contemplated by Delaware corporate laws, the motion said.

The same goes for Musk’s alleged arrangement with Morgan Stanley, which didn’t agree to support the deal with stock held by one subsidiary when another served as Musk’s financial adviser, according to the filing.

The bank “expressly establishes information barriers between its entities to avoid conflicts of interest like the one plaintiff implicitly alleges here,” the motion said.

Musk is represented by Skadden, Arps, Slate, Meagher & Flom LLP and Quinn Emanuel Urquhart & Sullivan LLP. Twitter is represented by Morris, Nichols, Arsht & Tunnell LLP and Shearman & Sterling LLP.

The board is represented by Richards, Layton & Finger PA; Simpson Thacher & Bartlett LLP; and Potter Anderson & Corroon LLP.

The pension fund is represented by Saxena White PA and Friedman Oster & Tejtel PLLC.

The case is Orlando Police Pension Fund v. Twitter Inc., Del. Ch., No. 2022-0396, motion to dismiss filed 5/18/22.

To contact the reporter on this story: Mike Leonard in Washington at mleonard@bloomberglaw.com

To contact the editors responsible for this story: Rob Tricchinelli at rtricchinelli@bloomberglaw.com; Nicholas Datlowe at ndatlowe@bloomberglaw.com