User:EdgarCabreraFariña/Sandbox/Acquisition of Twitter by Elon Musk (2)

Attempted withdrawal by Musk
On July 8, Musk announced his intention to terminate the proposed acquisition, claiming in a regulatory filing that Twitter was in "material breach" of several parts of the agreement by refusing to comply with Musk's requests for spambot account data and dismissing high-ranking employees. In response, Taylor pledged to pursue legal action against Musk at the Delaware Court of Chancery with the goal of completing the acquisition, with the ensuing lawsuit once again overseen by the Twitter board's transaction committee. Twitter's stock sank by 7 percent after the news, dropping by a further 11 percent the next day. On July 10, Twitter hired the law firm Wachtell, Lipton, Rosen & Katz to represent its case, including "key lawyers" William Savitt and Leo Strine, along with Potter Anderson & Corroon, Ballard Spahr, Kobre & Kim, and Wilson Sonsini Goodrich & Rosati. Musk again employed the services of Quinn Emanuel Urquhart & Sullivan after previously doing so for Unsworth v. Musk and SEC v. Musk, including his personal lawyer Alex Spiro, as well as Skadden, Arps, Slate, Meagher & Flom.

Twitter formally launched its lawsuit against Musk at the Delaware Court of Chancery on July 12, with Musk tweeting in response, "Oh the irony lol". Twitter requested that the trial be held from September 19 through September 22, before the deal's originally scheduled "drop dead" date on October 24. Musk's legal team objected to this, asking for the trial to be held from February 13 through February 22, 2023. On July 19, judge Kathaleen McCormick ruled that the trial would last for five days in October, with Twitter seeking an October 10 start date. During its quarterly earnings investor call on July 22, Twitter cited the "chaos" caused by the proposal as the primary factor for its decline in revenue. In a letter to McCormick on July 26, Musk's lawyers complained that Twitter had hindered them from commencing the discovery process and requested an October 17 start date, which McCormick granted three days later with a duration of five days.

In a tweet on August 6, Musk challenged Agrawal to a public debate on Twitter's spambot accounts, before polling his followers on whether they believed that less than 5 percent of Twitter accounts were "fake/spam". On August 10, Musk sold 7.92 million Tesla shares worth a total of $6.9 billion as backup should he lose the lawsuit, despite previously stating he would no longer sell Tesla stock. The next week, McCormick ordered Twitter to produce documents from Beykpour, which Musk's team had requested along with files from 22 other Twitter employees and 41 "custodians". Shortly thereafter, Musk subpoenaed Dorsey. Other businessmen and investors subpoenaed include Marc Andreessen, Ellison, David Sacks, and Joe Lonsdale, while Twitter and Musk also subpoenaed Goldman Sachs, Morgan Stanley, JPMorgan Chase, Andreessen Horowitz, Sequoia Capital, Salesforce, Mastercard, and more. Sacks and Lonsdale were both irritated that they were being subpoenaed, with the former filing a failed motion to dismiss the subpoena. In total, lawyers for Twitter issued over 84 subpoenas, while Musk's lawyers issued more than 36.

Facing increasing pressure from Musk, Twitter announced that it would combine its health team, tasked with preventing non-consensual nudity and child sexual exploitation on the platform, with its anti-spam team. McCormick rejected much of Musk's team's "absurdly broad" request for data pertaining to all of Twitter's users, but ordered the company to produce data from 9,000 accounts it previously audit sampled. Musk filed a "termination letter" with the SEC on August 29, citing Zatko's claims as evidence Twitter breached their contract, before asking McCormick to delay the trial by a few weeks. McCormick rejected the request, and Musk's team sent a third termination letter to Twitter. On September 13, Zatko testified before the Senate Judiciary Committee,  while Twitter shareholders voted in favor of the acquisition. Musk privately offered to purchase Twitter at the reduced prices of $31 billion and $39.6 billion, both of which the company rejected.

Revitalization of bid
On October 3, Musk's legal team informed Twitter that Musk had changed his mind and decided to move forward with his proposed acquisition at the originally agreed-upon price of $54.20 per share, on the condition that Twitter drop its lawsuit. The reason for this reversal was attributed to concerns from Musk's team that they would not be able to prove that there was a material adverse effect justifying a break from contract. Musk and Agrawal's depositions were originally scheduled for October 6 and 10, respectively. Musk stated that his purchase of Twitter was part of his ambition to create an "everything app" called X, which would offer many different services. In response, McCormick asked both sides to propose to her how they should proceed. Twitter shares surged by 23 percent as a result of Musk's announcement. Neither Twitter nor Musk responded to McCormick's request, prompting her to announce that the trial would go forward as planned.

On October 6, McCormick agreed to a request by Musk to postpone the trial to October 28 so Musk could finalize his debt financing for the acquisition, adding that the trial would be rescheduled to November if the deal did not close by then. During this time, Musk deposited a $1 billion loan from his company SpaceX, paying back the loan with interest the following month. On October 13, court filings revealed that Musk was being investigated by the U.S. government for his conduct in the proposed buyout. Musk later stated that he believed Twitter's long-term value would exceed the price of $54.20 per share, which he considered an overpayment. On October 20, The Washington Post reported that Musk intended to terminate 75 percent of Twitter's staff, and that Twitter executives were keen on selling the company to Musk so they could mitigate their planned payroll and infrastructure cuts. In an open letter, Twitter employees condemned Musk's intentions and warned of negative consequences on the future of Twitter. Bloomberg News and the Post further reported that officials in the Biden administration were considering a national security review of Musk's proposed acquisition and other ventures via the Committee on Foreign Investment (CFIUS), with the possibility of U.S. President Joe Biden blocking the purchase if need be; the White House denied the reports.

By October 21, both parties' bankers and lawyers were set to complete the paperwork for the acquisition by the end of the month, with the deal expected to close by then. The banks funding the acquisition were to hold the $13 billion worth of debt incurred as opposed to selling it. In a video call with banks who helped Musk fund the acquisition, Musk assured them he would complete the buyout by the deadline. Musk made a trip to Twitter's headquarters on October 26, tweeting a video of him carrying a kitchen sink at the site's lobby and changing his Twitter bio to "Chief Twit". Musk also told Twitter employees that while layoffs were still likely to happen, he did not intend to do so at the scale the Post had previously reported. The next day, Musk wrote in an open letter to advertisers that Twitter would not become a "free-for-all hellscape", reiterating that his motives for the purchase were not based on greed but rather a desire to create "a common digital town square". He then asked Tesla engineers to meet with Twitter's product managers in order to assess the platform's codebase, which was frozen until November 1.

Completion of purchase
In the afternoon of October 27, Musk and Twitter closed the deal, with Musk tweeting "the bird is freed". Musk immediately became Twitter's new owner, promptly firing Agrawal, chief financial officer (CFO) Ned Segal, Gadde, and general counsel Sean Edgett, with the executives escorted out of the company's headquarters by security. This move came to the surprise of many involved, who had expected Musk to allow the executives to voluntarily resign; Agrawal had prepared a draft of his resignation letter before his access to his Twitter email account was cut off. According to Walter Isaacson's biography Elon Musk (2023), Musk "meticulously" changed his plans so "he could terminate their employment before their stock options would vest", seeking retribution for Agrawal's handling of the spambot incident. Agrawal, Segal, and Gadde were set to receive "golden parachute" sums of $38.7 million, $25.4 million, and $12.5 million, respectively, but The New York Times reported that Musk was unlikely to make the payments because the executives had been dismissed for cause. According to the Financial Times, Musk's justification for this assertion was that the company had been mismanaged, and the executives were "weighing their legal options over the decision". Dorsey retained his $1 billion ownership stake, and several other executives departed Twitter in the ensuing days.

Musk assumed the position of CEO, merging the company with X Holdings and dissolving Twitter's board of directors. With this merger, Twitter ceased to be an independent company, with X Corp. later created in March 2023 to house the company. Musk uses the title "Chief Twit" to refer to his position as CEO. A "war room" was established at Twitter, with Musk meeting with Spiro, Sacks, and others to discuss his next steps. According to The New York Times, the group's two primary objectives were to reduce the size of Twitter's workforce and overhaul the platform's mobile app. Twitter employees were not formally informed of the change in management, with Musk originally said to be planning a town hall meeting with employees but ultimately not doing so. The next day, Twitter shares ceased trading in accordance with Musk's pledge to take the company private;  the company's stock ticker was delisted from the New York Stock Exchange (NYSE) on November 8.