Twitter aims its most powerful weapon at Elon Musk: his own tweets

Illustration by Kristen Radtke / The Verge; Getty Images

So it was a troll, right?

I was willing to believe that I had called it wrong. Maybe he was serious about changing. He might have wanted to own a social network. Musk was going to have to deal with content moderation issues. I think we all agree that people have done weird things for power. He was testing how well Americans enforced their laws.

Musk is trying to do a runner on the acquisition of the company. The lawsuit was filed against Musk in order to force the merger.

On the first read, my impression was that someone really had a lot of fun putting it together, and that the screenshot of Musk's feces was included.

I like a good case. Is it possible that the social media site can win? "He signed a contract, it says what it says," says Tom Redburn, the chair of securities litigation. When you do some research on a company before agreeing to an acquisition, Musk's ability to walk away from the deal is limited. It is difficult for a buyer to be in that situation.

Redburn says that Delaware's Chancery Court is not sympathetic to buyer's remorse. A buyer got out of a transaction because of fraud. Akorn hid a lot of business problems, which made it difficult for the medical group to buy the company. Fresenius was able to prove that Akorn was making up data. That would make it hard for a merger to go ahead.

This is not the same as saying that the accounting for inauthentic activity is incorrect. The bad-faith rationale for getting out of the deal with the company was that they wouldn't give him the data he needed to figure out how many fake accounts are out there. It's a pathetic thing. Even if that is true, Musk's team still needs to demonstrate that it matters in a material way.

This is not an atypical kind of lawsuit if you remove the antics from it. Over the last few years, we have seen a lot of this. A private equity firm tried to get out of a $550 million deal to buy a cake decoration company. The presiding judge decided against the owner of DecoPac. The fanciest judge in chancery court is now the chancellor.

I don't think the case will go to trial. If the deal doesn't go through, it's possible that the company will demand a higher payoff than the $1 billion Musk specified in the contract. If I were a board member of the company, I wouldn't do that because you're still in an agreement with Musk, and that's for suckers. There is evidence that the board composition is only suckers.

The mechanism for those outcomes is the lawsuit that has been filed by the company. Next up will be discovery. Musk admits in an email or text that he is not serious about the deal. I think it is possible that someone wentaded Musk into saying so.

What are Musk's odds? In the past, Hindenburg Research has been accused of fraud at electric car companies, resulting in SEC investigations, and they've been shorting Musk on social media. The specifics of the suit have been combed through by Matt Levine, an actual lawyer. What dumbfuck nonsense made the board take Musk seriously in the first place is what I am interested in.

I get gibberish when I ask this question. It is thought that maximizing shareholder value means that Musk's un serious offer must be taken seriously because it would be a lot of money for shareholders.

That is what I'm talking about. According to Musk, he will do a lot of things, but will probably do less and not always on time. If you are being wooed by someone with a history of poor impulse control, violating agreements and launch licenses, ignoring regulators, and bluffing that he will take his company private, you are in for a rude awakening. Wait and see if he will accept the tender offer or if he will lose interest. He sired 10 known kids with a lot of women. It doesn't seem like a knack for commitment or much of an attention span.

The more I think about it, the more angry I get. Musk tried to start a media company, but didn't think about how to make money, and then shut it down because he was bored. The short-lived Thud was not a business model likeMSCHF. When The Onion was for sale, Musk didn't buy it, so he came up with the idea of it.

What should the board have done?

They need to talk to their financial and legal advisers. Musk should have told the board. Say "no " and go about your business.

It is important for shareholders to maximize value, but how the board chose to do that is not clear.

• Firings of key personnel
• Rude tweets by Musk about Twitter employees, prompting harassment from his flying monkeys
• Stopping long-term product development
• Distracting employees and making the company a more unpleasant place to work
• Expensive litigation

This isn't maximizing shareholder value, it's running the business into the ground, ruining the shareholders. Do you know what it would have been like to maximize shareholder value? They told Musk to leave.