Twitter’s general counsel warns big-mouthed employees to shut up about Elon Musk deal

As the dream of a Twitter free from Big Tech censorship comes crashing down, Twitter’s lawyers are telling employees to keep quiet about Elon Musk and the $44 billion acquisition that has been brought to its knees by bots.

Following the announcement from Musk that the deal is off due to what his lawyer called “false and misleading representations,” several Twitter employees took to the platform to voice their reactions.

“End of season one — what a cliffhanger…” tweeted Amir Shevat, who, according to his bio, works on Twitter’s developer products.

Jared Manfredi, from the company’s iOS department, lamented, “If only this wasn’t the start of a long drawn out court battle that will just end up lowering the purchase price and continuing the circus for another indefinite amount of time.

Parag Agrawal, CEO of Twitter, gave Manfredi’s assessment a nod with a retweet.

And Twitter’s chairman, Bret Taylor, reaffirmed the board’s commitment to seeing the transaction through.

“The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement,” he tweeted. “We are confident we will prevail in the Delaware Court of Chancery.”

One employee went on NBC and spoke out on the condition of anonymity, according to the Daily Mail.

Musk, the employee said, had “f**king destroyed the company.”

“I guess it feels like we won,” the employee said. “But it feels like the end of the movie, where the characters are bloodied and bedraggled with a Michael Bay explosion behind them. We could see this was coming, but in the meantime, he’s f**king destroyed the company.”

Emotional reactions might be reasonable given the drama that has surrounded the acquisition from the moment Musk proposed it, but according to a leaked memo obtained by New York Times reporter Mike Isaac, Twitter’s general counsel, Sean Edgett, just wants everyone to put a sock in it.

“Given this is an ongoing legal matter, you should refrain from Tweeting, Slacking, or sharing any commentary about the merger agreement,” the internal memo read.  “We will continue to share information when we are able, but please know we are going to be very limited on what we can share in the meantime.”

“I know this is an uncertain time,” Edgett continued, “and we appreciate your patience and ongoing commitment to the important work we have underway.”

Employees, it appears, did play a part in the demise of the deal.

In a regulatory filing on Friday, Musk’s attorney argued that Twitter had violated a provision of the deal when it fired two managers, laid off members of its talent acquisition team, put in place a hiring freeze, and rescinded job offers, according to the Daily Mail. Three department leaders also resigned.

With these actions, Twitter failed to “preserve substantially intact the material components of its current business organization,” the filing claimed.

Acting on Musk’s behalf, Skadden Arps attorney Mike Ringler stated that “multiple provisions” of the agreement were breached by the platform Musk envisioned as being a global “town square.”

“Mr. Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect,” he wrote.

“While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests ‘for any reasonable business purpose related to the consummation of the transaction,” Twitter has failed to meet its contractual obligations, Ringler continued.

“For nearly two months, Mr. Musk has sought the data and information necessary to ‘make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform,'” he stated. “This information is fundamental to Twitter’s business and financial performance and is necessary to consummate the transactions contemplated by the merger agreement because it is needed to ensure Twitter’s satisfaction of the conditions to closing, to facilitate Mr. Musk’s financing and financial planning for the transaction, and to engage in transition planning for the business.”

“Twitter has failed or refused to provide this information,” Ringler said. “Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information.”

Melissa Fine


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