Miami Herald

Twitter sues Elon Musk, setting up epic legal fight

- BY ELIZABETH DWOSKIN AND RACHEL LERMAN

filed suit Tuesday against Elon Musk to force the billionair­e to make good on his promise to purchase the company, issuing the first legal volley in what is expected to be one of most high-profile business trials in recent history.

In a scathing attack on Musk and his motivation­s, Twitter accused the world’s richest man of repeated hypocrisy, selfintere­sted rule-breaking and of purposeful­ly trying to hurt the company that as incoming owner he was duty-bound to protect.

“Having mounted a public spectacle to put

Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholde­r value, and walk away,” the company wrote in a fiery legal complaint, referring to Musk’s exit strategy as a “model of hypocrisy.”

For months, Musk has publicly threatened to walk away from the sale of the influentia­l social network, efforts that culminated last week in a Securities and Exchange Commission filing claiming he was “terminatin­g” the agreeTwitt­er ment because Twitter hadn’t given him enough informatio­n about spam and bots on its service.

“Oh the irony lol,” Musk tweeted shortly after the case was revealed.

Now, a judge in a specialize­d business court in Delaware must determine whether the world’s richest man can exit the $44 billion deal despite a contract binding him to complete the acquisitio­n barring a major change to the company’s business.

Experts said they anticipate­d months of agonizing legal drama to play out in the Delaware Court of Chancery, a tiny, clubby court that has decided the outcomes of some of the biggest business squabbles

in the U.S. The court has seven judges — one chancellor and six vice chancellor­s — who have enormous discretion to force companies to take specific actions.

The process will likely submit Twitter to a grueling level of public scrutiny,

forcing the platform to open up its books and expose internal deliberati­ons in ways that might further damage its stock price and reputation, already-battered from the market downturn and months of sparring with Musk.

 ?? SUSAN WALSH AP | March 9, 2020 ?? Twitter has sued Elon Musk to force him to complete a
$44 billion acquisitio­n of the social-media company. ‘Oh the irony lol,’ Musk tweeted shortly after the case was revealed.
SUSAN WALSH AP | March 9, 2020 Twitter has sued Elon Musk to force him to complete a $44 billion acquisitio­n of the social-media company. ‘Oh the irony lol,’ Musk tweeted shortly after the case was revealed.

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