Musk filing claims “conspiracy among Twitter executives” to deceive public

Musk amended his countersuit to say that the allegations made by Peiter "Mudge" Zatko gave him new grounds to kill the merger deal.

The Musk Parties have the right to walk away from the Merger Agreement, according to the amended countersuit. The Musk Parties and other investors were sold a different company, one that was more valuable, more popular, and more compliant with governing law.

A public version of the countersuit was released yesterday. The trial is scheduled to start on October 17 despite Musk's attempt to delay it by at least four weeks.

Musk's countersuit centered on his claim that less than 5 percent of its users are fake, and that the company lied about it. According to Musk's amended countersuit, the mDAU misrepresentations were just one part of a larger conspiracy among executives at the company.

Musk tries to prove “material adverse effect”

Musk is trying to prove that the merger will cause a material adverse effect that will allow him to walk away.

In a filing that opposed Musk's motion to amend his countersuit, Twitter denied that Zatko's claims gave Musk enough reason to walk away. To escape his obligation to close, Musk has to show a failure of one of the representations. Musk can't even prove it.

One of the most significant whistleblowers complaints in recent history was submitted to Congress by Zatko.

The countersuit said that "according to the Zatko Complaint, Twitter suffers from serious information security vulnerabilities, depends critically on algorithms that violate intellectual property rights, and is in violation of the FTC consent decree."

The mDAU and security episodes show the lengths that the company will go to avoid revealing its true state to the public.