This week, Twitter sued Elon Musk, attempting to force him to make good on his $44 billion buyout offer for the company. This story has already been surreal in many ways, and now we might get an actual trial out of it in a Delaware court. So what should we expect, in terms of the process and the law? On this episode we speak with Bloomberg Opinion columnist Matt Levine, who has been chronicling the whole saga in his newsletter Money Stuff. He walks us through the general legal arguments, and what to expect in a theoretical trial. Transcripts have been lightly edited for clarity.
Points of interest in the pod:
Does Musk just want to pay a lower price for Twitter? — 2:01
What is the Delaware Chancery Court anyway? — 3:52
How hard is it to get out of the deal? — 5:46
Musk’s argument about bots on Twitter — 9:46
The specific performance clause — 10:21
Should Musk be forced to buy Twitter? — 14:12
What could Musk’s lawyers argue? — 19:03
How do Musk’s own tweets play into this? — 23:09
Don’t mess with Delaware — 24:37
Could Musk go to jail? — 25:21
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Tracy Alloway: (00:10)
Hello, and welcome to another episode of the Odd Lots podcast. I'm Tracy Alloway.
Joe Weisenthal: (00:15)
And I'm Joe Weisenthal.
Tracy: (00:16)
Joe, do we, do we want Elon Musk to buy Twitter at this point? I can't decide, like, I feel uncomfortable with the idea of him owning Twitter, given, you know, the way he is, I guess. But then secondly, I really, like, I also want him to feel the full force of contract law and not get away with trashing the US legal system.
Joe: (00:41)
Okay. My stance on this is I really like the way Twitter is currently run, because it doesn't seem like it's a great business, but it has these positive externalities. I get a lot of value out of it as a journalist and it hasn't changed much and they haven't really ruined the product. So I like it the way it is and I want it to never evolve or improve or anything. And I'm worried…
Tracy: (01:03)
That it'll become a viable business?
Joe: (01:04)
… And I'm worried that if it's ever run like a really good business, that it will be worse for me. And so I don't, you know, I don't care if it's anyone or anyone else. I just don't want anyone running it who actually has some good ideas about how to fix it.
Tracy: (01:18)
Okay. Well,, on that note, and without further ado, we are going to be talking about all of the thorny questions, thrown up by the Elon Musk/Twitter saga, which has now devolved into a court battle. You know, it started stupidly with the 13D versus 13G stuff. And it seems like inevitably it’s going to end stupidly, end in tears in some sort of drawn out legal drama. So who do we call for legal dramas?
Joe: (01:46)
I don’t know. Who knows about Twitter and Elon? Do we know anyone?
Tracy: (01:49)
Yeah, we do. Matt Levine is with us to talk about everything that's going on. Matt, thank you so much for coming back on Odd Lots.
Matt Levine: (01:57)
Hey guys. It's terrible to be here.
Tracy: (02:01)
That's fair. That's fair. Okay. Let's start with the first question. Elon Musk backing out of the Twitter deal. I think Twitter stock is down something like 30% since the deal was announced. It was a $44 billion offer back then. It is not now. Is this just a tactic by Elon to try to get a lower price?
Matt: (02:22)
I have no idea, man. I write about this every day and I have no visibility into the way his mind works. I mean like a first level analysis here is that he's like an extremely whimsical guy. He whimsically wanted to buy Twitter. He got bored with it and now he wants to walk away. That's my best guess about what's going on. And so he is not really looking to recut a deal at a lower price. He's really looking to get out of it. That said, I mean, it is clear that one thing that changed between the time that he enthusiastically wanted to buy Twitter and the time that he wanted to get out of buying Twitter is that the market went down. You know, Twitter is a less valuable company, but also kind of more to the point, Tesla is a much less valuable company and he was sort of, you know, gonna pay for this out of like pocket change from selling a few Tesla shares. And now that is a somewhat more expensive proposition for him. And so it is like clearly the case that like economically this deal is worse for him. And if he recut the deal at a lower price, it would be more acceptable. But I don't know. I mean, like he's just going around trashing Twitter all the time and it seems like that would not be a great strategy if you then wanted to close the deal, even at a lower price.
Joe: (03:32)
Right. We pride ourselves at Odd Lots for asking the stupid questions that everyone else is afraid to ask. So I'm going to ask the big question that listeners will really appreciate, someone finally saying out loud, what is a Chancery? Why did they call it the Delaware Chancery court? What does that word even mean?
Matt: (03:52)
Oh God, I feel like I'm gonna get this wrong. Chancery, okay … I went to law school a long time ago. I'm gonna try to remember, I'm gonna do my best to remember, but no. So like in like old school, like English common law and like, you know, the 1400s, there were two things, there was a court of law and a court of equity. And like law was, you know, this is not quite right, but sort of like intuitively law was like written sort of like clear law. And then equity was like, ‘well, we do what's fair.’ And the world sort of evolved from then. That distinction, you know, like there are not different courts like that in most of America. And the distinction between law and equity as a sort of like legal matter is like a little blurrier than it used to be. But people still talk about it.
In Delaware, there remains a court of equity, which is called the Court of Chancery and they do, they have sort of a narrow set of jobs, but the main one is they do corporate law. So like all merger. So every -- not every -- 90 something percent of like big US corporations are incorporated in Delaware and are subject to Delaware law. And most merger agreements are subject to Delaware law. And so when there's a big dispute about a merger or about corporate governance, generally, it's usually in Delaware court and it's in the Delaware Court of Chancery, which has like a handful of judges who are experts in business law. They also do some other stuff. I think they have like the family court or something. They have like some weird sort of set of cases. But like the one that you hear about is they do all the merger cases.
Tracy: (05:19)
Class action lawsuits as well.
Matt: (05:21)
No, no class action. Well, depends, not securities class actions. They do like corporate law. Like there's a kind of class action they do, but like not securities class actions, but they are, you know, there's like a handful of judges and they're called chancellors -- actually they're called vice chancellors. One of them is the chancellor and they sort of develop the doctrine of like when mergers have to close and stuff like that.
Tracy: (05:46)
So how hard is it in this court to argue that there has been a material change or misrepresentation that should let you in theory get out of a deal? Are there any historical examples of that actually succeeding?
Matt: (06:01)
So Musk is arguing a couple of things. I mean, first of all, we're talking about this on Wednesday, July 13th. Twitter has just sued Musk to close the deal. Musk has not filed any sort of reply in court. So Musk is not really…
Joe: (06:12)
We probably should have mentioned some of this in the intro, that, yes, last night, less than 24 hours ago before we're recording this, Twitter did file this lawsuit against Musk, attempting to force him to close the deal.
Matt: (06:24)
Yeah. So we haven't seen anything from Musk in court. So we don't know exactly what his arguments are, but what we do have is his letter to Twitter terminating the deal, or I guess you should say purporting to terminate the deal. And that lists his reasons why he thinks he can get out od the deal. One of them, as you say, is that there might have been, or there might be, a material adverse effect on Twitter. Famously there's sort of been one Delaware court decision ever finding a material adverse effect. And there's sort of a rule of thumb that the Delaware chancellors use that like a sustained drop in income of like 40% to 50% is a material adverse effect. Basically the view is that it's a very high standard. And one aspect of it is like, when you say material adverse effect, there are a lot of things that don't count.
So like the pandemic is carved out from MAEs. The stock market going down is carved out. Things having to do with the deal are carved out. So like the fact that Elon Musk was going to buy Twitter probably drove away some employees and advertisers, but that can't count as an MAE. The only thing that can count is basically like the company itself blows itself up and that's like an extraordinary high standard. And there's just, there's just like not, not a whisper of anything like that here. Now separately, he's arguing that like they have too many bots and that, you know, if they have too many bots, he can get out of the deal if that would cause an MAE. Now, if you sort of take the maximal reading of Elon Musk's argument and you say, well, you know, Twitter's been lying for years to advertisers and the public.
It has been selling stock and selling ads by saying that only 5% of its active users are bots. And really it's 50%. And Twitter has known that for years and has been lying about it to perpetrate a massive fraud. I think if like proof of that came out tomorrow, then probably Twitter would lose a lot of business. And so it would like lose a lot of income and probably it would get in a lot of trouble, which would also potentially be an MAE. But when I say there's no evidence of that, like it's just, like no one ever thought it until Elon Musk started pretending to think it, you know, there's not no evidence of it, it is just not in like the realm of possibility. So that's really not gonna work. The other thing that he's doing is he's arguing that Twitter has breached some of its covenants. It has like promised to do things between the signing of the merger and the closing of the merger, and then it hasn't done them. And the main one is that he's arguing that it hasn't given him all the information he wants about the bots, which is a slightly lower standard to get out of the deal for not providing the information. But it still feels hard to imagine it'll work.
Joe: (08:57)
The bots thing is funny and you wrote this in one of your columns, okay. Who knows exactly how many bots there are at Twitter, there's probably a lot. And you know, Musk himself, probably every one of his replies gets a thousand bots, which is why maybe [it’s] top of mind for him. But it's hard to see it like being material in part because, okay, advertisers buy ads, and then they can see very directly, I think, how much, you know, for every thousand dollars of ad spend, how much they get in revenue. And so in theory, it's hard to see how that would be a major -- even if by some measure, there are way more bots on Twitter than is previously acknowledged, still there is that ROI. It's like either you're getting revenue from the ads or you're not, and it's hard to see how, like, even if they were way off on the bots number, how that would like really be changing the business much at this point.
Matt: (09:46)
Yeah. I basically with you, I don't know, like, I think, you know, to the extent there's some amount of like brand advertising on Twitter where like, you're sort of not getting a direct like click, but no, I agree with you. Like, the whole thing is absurd. Like there's no, it's just the fantasy that Elon has concocted to try to get out of the deal. Like there's nothing, there's no real argument there.
Tracy: (10:21)
Can you talk to us a bit about the Twitter lawsuit? Because like A) it's funny and it references a bunch of Musk tweets, but B) my understanding is that there's a specific performance clause which gives Twitter the right to sue Musk to complete the deal as long as he has the debt financing. So talk to us about what's possible under that. And could Musk like, just try to scare away the banks or something at this point? Would that be a viable out for him if he said like, ‘oh, actually I don't have the debt financing lined up.’
Matt: (10:53)
The agreement says that if Twitter sues Musk for damages, for breaching the agreement, they can only get a billion dollars, which is also the breakup fee that he agreed to pay if he walks away. So that's just not very much money, you know, in the context of
Tracy: (11:07)
A billion versus $44 billion?
Matt: (11:09)
Yeah. Like it's a $44 billion deal. And I think if he walks away, you know, no one really knows, but the stock probably trades... You know, the company probably is worth, you know, $20 billion-ish. And so you're talking about like $20+ billion dollars of damages. So the billion dollars of damages is just not really compensation for Twitter. But as you say, the agreement says they can get specific performance, they can force Musk to close the deal. And there is some recent history of Delaware courts saying, okay, you have to close the deal, and forcing unwilling buyers to close mergers because they have no excuse for getting out of them. So that's very much a live possibility.
Now, as you say, there are some conditions that, you know, one is that like Twitter can't have violated its agreements, right? So maybe Musk can wiggle out of this by saying it like, it didn't give him enough information about the bots. But the other one is that even if Twitter has done nothing wrong, Musk only has to close the deal if the debt financing is in place. So he has a $13 billion commitment letter from his banks saying that they will fund, you know, $13 billion of Twitter debt to close the deal. And if the banks disappear, then he doesn't have to close. Can he blow that up? I mean, I think that, like, it's committed financing. Like they have contractual obligations to him to fund. They don't have contractual obligations to Twitter, but there is precedent in Delaware for buyers, you know, having the same thought process and saying, ‘I'm gonna blow up my debt. So I don't have to close the deal,’ and blowing up their debt. And the court saying -- the Court of Chancery, which is, you know, a court of equity, saying, ‘no, no, no, if you're blowing up your debt on, you know, intentionally, then we're not gonna give you credit for that. We're gonna make you close, even though your debt financing isn't in place.’
So deals with like the same language as what Musk has here. The court says, you know, you blowing up your debt doesn't work. Well, the other thing I'd say is like, you know, we're kind of early, honestly, like he has said he is terminating the deal, but like, you know, they haven't even had a shareholder vote. Like there's a lot, like the debt financing was kind of early in getting done. It wasn't like they were going out to market the debt. So one thing that Twitter is looking for here when they sue is they want a judge to like, they can't order Musk to close the deal. Because it's just, they haven't had a shareholder vote yet. You know, it's not ready to close yet.
But what they can do is order Musk to try to get the debt financing. And if a judge says, you have to cooperate with getting the debt financing. And if you don't, you'll be in contempt, then it's somewhat harder for even Elon Musk to blow up the debt financing. But also it's really hard for the banks to let him. Like, if you're Morgan Stanley -- who's like, Elon's lead bank -- and a court says, ‘Elon, you have to cooperate with the financing.’ You don't want to go to court to be like, oh no, independently, we couldn't get this financing done. Also, I mean, to be clear, like they're financing. It's committed to financing. Like this is not, it's not like a letter being like, ‘Hey, we'll do our best.’ Right? They've committed to fund a $13 billion financing. There are conditions to it, but they're fairly minor. And like for the bank to walk away is going to be challenging.
Tracy: (14:12)
So just on this topic of forcing the deal to go through. So, I mean, part of me thinks, obviously you shouldn't be able to frivolously say that you are going to buy a company and then just walk away from it and not go through with it for not exactly great reasons. It's not good for markets and it's not good for society. So there should obviously be some punishment for that. But part of me is also like, is it weird to force people to do deals? Like, what is the benefit of that? Forcing a company into the hands of an unwilling buyer? Like that also seems questionable, certainly when it comes to Twitter, which a lot of people would argue is like a platform for societal discourse -- is a nice way of putting it. How should we think about those two things?
Matt: (15:03)
Yeah. It's really weird. So, look, if you look back at the cases where this has happened occasionally, like there's a public company trying to buy another public company and there'll be an argument about specific performance. And the court will say, we'll sort of think about questions. Like how hard will it be to integrate these companies, which is like a weird thing for the court to think about, but if you're an unwilling public company buyer, you know, being forced to buy another company, you might care like, will that be a disaster for the business? But most of these cases are private equity firms and there, there's kind of like, there's no integration. You know, there was a shareholder of a company and now there's gonna be another shareholder of the company and the shareholder will get the money from the company, but like nothing else needs to change.
And so in some ways it's actually like fairly easy to order a private equity firm to buy a company that it doesn't want, because it's just like an economic transaction. Right? Like the private equity firm is gonna try to maximize value, but it, you know, [they] wish they would've paid a lower price. It's still weird. It's weird to make someone buy a company they don't want, but like you're only making them buy it. You're only making them put up the money and then be like the, you know, economic owner. You're not making them run it day to day. Here, it's different, right? I mean, like he said that he was going to be the interim CEO of Twitter when he bought Twitter, right? And he's clearly like emotionally invested in Twitter in some weird way. And now he's clearly emotionally invested in trashing Twitter. And so yeah, making him run Twitter would be really bad. I mean, I don't know. Maybe it would be great, but it seems like it would be really bad for like Twitter, right? For Twitter as a platform and as a public utility and certainly for the employees. And it seems like it would probably be bad for him, like personally, right? Like he's a human being who would now be in charge of like running this company that he claims to not want to run it.
Tracy: (16:46)
Right. Your punishment for backing out of the deal is that now you have to run Twitter.
Matt: (16:50)
Yeah. Right. Which like is a terrible punishment. But, so yes, I agree with you. It's weird. And it's in some ways unprecedented, because like the precedents are about sort of more like rational economic actors. And this is like a deal about, you know, an angry man buying a social media company. If I were in charge, let's say if I were the Delaware judge and I said, he has no excuse for getting out of the deal, which is what I think now. Like, we'll see what his filings say. But like, as of right now, it looks like, looks to me like he has no excuse for getting out of the deal. If I were the Delaware chancellor, I would say, look, I would like call a conference and I'd say, look, I'm going to order a specific performance. Musk has no excuse for getting out of the deal and I'm going to order him to close the deal.
And he doesn't want that. And Twitter doesn't want that. And frankly, I don't want that because I'm a Twitter user. So work something out, man. Like the only good outcome here is a settlement where Musk gives Twitter enough money that they don't feel so bad about letting the deal go away and where he doesn't have to pay the $44 billion and run Twitter all day, right? So if he pays them, you know, he writes them a big check and they all agree to forget about it. Then that seems like the best of the bad outcomes here. And the only way he does that is if he knows that the alternative is like a certainty of him being forced to pay $44 billion and buy Twitter.
Joe: (18:08)
Let me ask you a question. Not about the text of the law, but the practice of the law. Okay. So I've read a lot of Matt Levine columns. It looks like Musk’s arguments are very bad. Twitter filed this lawsuit yesterday. And everyone basically said, ‘wow, they have him dead to sights with this.’ Do Musk’s lawyers enjoy this? Do they live for this? Is this fun for them that they're now tasked with, like, well, how do we find an argument that'll maybe hold up and find some precedent that everyone had forgotten about that's in like some dusty, old book or something? Is this energizing for them? Would you find it enjoyable, having been a lawyer yourself? Would you enjoy being on Musk's legal team right now?
Tracy: (18:52)
See, now I thought you were going to ask Matt, like, what would be his strategy if you rejoined Wachtell Lipton to defend Twitter, but you've gone the other way. And you've asked him like, how would you defend Musk?
Joe: (19:03)
It seems like defending Twitter is easy. Everyone agrees the law’s fuller on their side. It doesn't actually seem that like the Twitter lawyers have a tough case to make, we'll see what happens, but it doesn't seem like this is a particularly… Everyone's saying this is kind of a tap-in for a put. So like, would it be fun to be on the Musk defense team in this situation?
Matt: (19:23)
So their best argument is that he has not given them or, sorry, Twitter has not given him the information he's requested about bots. Now, I think we all agree that the idea that there are so many bots that like Twitter is not a functioning business is like insane. And so that's not gonna work, but he's been asking for information about bots and he says they haven't given him all that he wants. Now there's some debate about, like they've given him a lot. And like, he's been asking for unreasonable things, but like, you know, that's all subjective and you can sort of make noises about how he's actually been asking for reasonable things. And the nice thing is that, you know, the thing about the bots that is like crazy making it hypocritical is that when Musk signed the deal, he was like, ‘I'm going to defeat the bots,’ right?
Like he's made it clear from day one that he's aware that Twitter has bots and he's really mad about them. And so that undermines his case that like, ‘oh, I've discovered there're too many bots. I have to walk away from the deal.’ But it actually helps his case that he wants information about the bots, because he's like, look, I'm going to be running Twitter. I need to know about how to fight the spam bots. And Twitter is not giving me any of that information, which makes me think that they're hiding something from me. And that makes me want to walk away from the deal. I don't think that's a good argument, but I think it's like a, an argument that you could sort of, you know, gulp and make as a lawyer. So I dunno to your question. Like, I don't know, I've never been a litigator. I think it is hard to, I think this feels like a case where you're like, this is really … I have to say this?
Joe: (20:55)
But their client is like the richest guy in the world, literally.
Matt: (20:56)
Yeah. And like, you know, they are in this business…
Tracy: (20:59)
But, like, like poor associates who are gonna get woken up at like 2:00 AM in the morning because Musk tweeted something that might be relevant.
Matt: (21:05)
That would be true if they had a good case too, right? I mean, like they have a tough case, but like, yeah, they have professional pride in crafting arguments that are, you know, colorable and not like openly dishonest. You know, like they can't say things that are false. They have to be honest. But I think that like, is there something you can argue here? Yeah. I think like you can argue that they have asked for information and they haven't gotten it and they deserve to have that information. I don't think that's a crazy argument to make. And I think, you know, we'll see what happens to the debt financing but that's like a possible avenue for getting out of specific performance. I also think that, you know, like the other thing that, the other argument I would make, probably if I were Musk’s lawyers is like, look specific performances is, as they say, an equitable remedy. Right? Like you can't just automatically get specific performance. Even if you think Musk is in the wrong here and Twitter is in the right about everything. You still shouldn't order specific performance because just like Tracy said, like no one wants him to own Twitter, right? Like that's the sort of like weird fact here that is novel, which is that it would be really mean to Musk, to Twitter's users, to Twitter's employees, to make him actually own the company. And so like that could be an argument you could make to try to get out of that consequence.
Tracy: (22:34)
Okay. Just on the topic of Musk and his tweets, like this is one of the things that made the Twitter lawsuit quite entertaining, they embedded a bunch of Musk's own tweets, including like ones with a poop emoji in them and things like that. How much does what Musk himself has said about the deal and his motivations and, you know, he had like one meme where he sort of seemed to imply that this whole thing was just a way to get Twitter to have to disclose more information about bots in court. How much does that play into this?
Matt: (23:09)
He sure did didn’t he? I think the main way, like a judge is ultimately gonna have to sit down and say, is it fair to order specific performance? Like what's the legal, the lawyers would say the balance of the equities? Like even if Musk is breaching the agreement, is it really a good idea to force him to close? And I think that Twitter's strategy here is to say, look, the angrier the judge is at Elon Musk, the more likely the judge is to order him to close the deal. And his really just like public thumbing his nose at the sanctity of merger agreements is going to annoy a Delaware judge, right? Because like the Delaware judge is in the business of making Delaware a predictable place to do business and a place where merger agreements are predictably enforced. And when a guy is like, ah, I don't care about merger agreements. Like that's gonna annoy a Delaware judge. And like showing the tweets is gonna drive that home.
Joe: (24:05)
I hadn't thought about that angle, which is that if, you know, that there is a sort of Delaware consequence if they go too far outside of norms, which sort of undermines the entire point of having all this like corporate law done in their courts. But I just have like, actually I have two very short questions related to the Delaware courts. I think I saw, maybe it was in the Twitter lawsuit, that they think it can be a four-day trial. Can Delaware courts, can they really move that fast?
Matt: (24:37)
Yeah. In general, Delaware courts are in the business of doing trials on merger cases. Like in order to close mergers quickly. This isn't probably a case for damages, right? This isn't like, you know, we drag this out for five years and do a lot of discovery, right? Everyone knows all the facts, first of all. Like the facts are fairly straightforward. And secondly, like, you know, the thing they're looking for is like, you gotta close the deal. So like, they're not gonna wait five years to close the deal, right? The Delaware courts move fast in like merger disputes. And then, and again, Delaware's in the business of doing this, right? Like it's very important to Delaware that mergers be predictable and they close on time. And so when someone's trying not to close a merger and someone else is trying to get a close, they're like, okay, we'll do a quick trial. And we'll give you an answer, you know, it's like that, that's the business there.
Joe: (25:21)
That's the whole point of Delaware. So last question is, and I think you wrote about this, like, is there a world in which there could be criminal … It’s like, yeah, you gotta close this deal. There's no, you know, no question. And Musk like, still doesn't want to. In the world of like infinite possibilities, is there a world in which that could lead to his arrest and imprisonment?
Matt: (25:45)
I mean, I've joked about Chancery jail. There's one time ever, when a Delaware chancellor like ordered someone arrested, but it was not over a merger. I mean, I don’t know.
Joe: (25:54)
We’re talking fanciful, like just weird, you know, the world is weird.
Matt: (25:59)
Because it's Elon Musk, because he like, so blatantly thumbs his nose at authority, people did sort of immediately jump to the question of like, what happens if a judge says, ‘okay, you have to close this deal.’ And Musk says, ‘no.’ What does the court do? Do they order him arrested? You know, I don't know the answer. I mean, I think the court holds him in contempt. I think if he stays in Texas, here I'm speculating. I don't think that like the first order of business is for like a Delaware chancellor to try to get him extradited to Delaware, to go to a Delaware jail. I think there are other things you can do.
Joe: (26:31)
It's 2022 weird things happen.
Matt: (26:34)
I think there are other things you could do as a Delaware chancellor. Like for instance, can you try to seize some assets? Well, I don't know, but like, you know, one question is like, does he have any assets in Delaware? I doubt he has like a big mansion in Delaware, but you know what he has in Delaware maybe? Hundreds of billions of dollars of Tesla stock, which is a Delaware corporation. So can they seize that? I don't know, man, but like, I think that if they order him to close and he just ignores the court, I don't really know what levers they have to make him do it, but I think they probably have some. I think that putting him in a jail in Delaware is probably pretty low down on the list. But I don't know.
Tracy: (27:10)
All right, Matt. Well, we could go on about this for hours obviously, and we probably will unfortunately have a chance to talk about it again at a later date, but thank you so much for coming on Odd Lots and explaining just how surreal everything is at the moment.
Matt: (27:25)
It's pretty weird.
Joe: (27:25)
And looking forward to reading all of your many [columns]. Do you dream about it? Has he been in your dreams yet? Because you're like the third character of this story. It's like Elon, Twitter board and Matt Levine.
Matt: (27:35)
I don’t think he’s been in my dreams. It's more that like, I am like missing sleep to like sit at my computer and type. I don't think I've actually dreamed about him.
Joe: (27:44)
The world appreciates your, your service Matt, and we appreciate you coming on the show.
Tracy: (28:00)
So clearly a lot of weirdness there and a lot of open ended questions about what might happen. But I feel like, I don't know, A) I just feel like there's a lot of stupidity, but B) part of me really likes Musk making the point about Twitter bots. But the other part of me thinks maybe he shouldn't make that point by completely trashing the US legal system?
Joe: (28:27)
You know, I hadn't thought about that point, but I do think that was really a good point that Matt made, which is that like the whole reason so much corporate law is done in Delaware. It's quick, it's predictable. The rules are fairly unambiguous and you know, everyone sort of likes that, which does make it seem like it even raises the bar further. The fact that Musk seems to be thumbing his nose so much at the contract law. If that's allowed and endorsed by a Delaware court, then what is the point of a Delaware court? Again, I don't know, maybe his lawyers are gonna pull something that changes our story. And lawyers are really good at doing that. But, yeah, the whole system is implicitly on trial almost.
Tracy: (29:14)
Yeah. And also just the idea that the ultimate punishment for Elon Musk might be having to become CEO of Twitter. And I just have this image of like a judge somewhere, like standing behind Elon Musk while he sits at a desk doing Twitter things and finding the bots and just forcing him to do it. This whole thing is very strange.
Joe: (29:37)
Lots of future Matt Levine columns to read at a minimum.
Tracy: (29:41)
Should we leave it there?
Joe: (20:42)
Let's leave it there.
You can follow Matt Levine on Twitter at @matt_levine.