We by now know how this story ends — Elon Musk ordered Twitter — but the meandering route to the finalized offer was very the journey. An post in the Economical Moments does a write-up mortem on the deal. Now, for all those who followed alongside in real time, tons of it is familiar: creating cannabis references into the offer, his practically quick buyer’s regret and backing out of the offer, the devastating grievance Twitter speedily submitted against Musk, the Delaware court fight that lower continuously in opposition to Musk, right before agreeing — all over again — to acquire Twitter for the total price.
But there is a person expose that is fascinating, especially for individuals who observe the mechanics of Biglaw existence. When Twitter, and their attorneys at Wachtell Lipton, filed fit they came out swinging making use of Musk’s have words and phrases — and emojis — in opposition to him:
Twitter experienced been preparing for Musk to renege on the offer since he begun hinting that he was obtaining next ideas and experienced been quietly gearing up for litigation, choosing Wachtell Lipton in June. The company drafted a likely lawsuit versus Musk.
Four times soon after Musk’s termination letter, Twitter sued him in the Delaware Courtroom of Chancery, searching for to force him to close at the $54.20 deal price tag.
The filing contained screenshots of Musk’s have tweets, such as a poo emoji sent to Agrawal, and accused him of repeatedly breaching the non-disparagement clause in the merger contract. Twitter reported Musk simply wished to walk absent because of the crash in tech shares.
“Musk seemingly believes that he—unlike each and every other celebration matter to Delaware contract law—is absolutely free to modify his intellect, trash the company, disrupt its functions, ruin stockholder benefit, and stroll absent,” Twitter mentioned at the time.
But decoding emojis and memes is not taught at legislation school (at the very least not when associates went), so they had to lean on associates:
Even for veteran dealmakers, Musk’s unorthodox Twitter takeover broke new floor as the sides engaged in a intense lawful struggle. At Twitter’s legislation firm, Wachtell Lipton, junior legal professionals grew to become “meme-splainers” to their senior colleagues, deciphering Musk’s esoteric Online postings and obtaining strategies to use some of them—including an emoji of a pile of poo—against him.
Now that is a time entry I’d adore to see — .8 draft e mail to senior partner re: poop emoji.
Kathryn Rubino is a Senior Editor at Higher than the Regulation, host of The Jabot podcast, and co-host of Contemplating Like A Attorney. AtL tipsters are the ideal, so make sure you connect with her. Come to feel free to e mail her with any guidelines, questions, or remarks and adhere to her on Twitter (@Kathryn1).
