Leaving out the personalities for the time being, this is a common situation. Our conversation, which you can also listen to on my podcast Plain English, has been edited for brevity and clarity.ĭerek Thompson: How common is it in mergers like this to have one party get cold feet and try to back out?īrian JM Quinn: This is not uncommon. To understand the situation a little better, I reached out to Brian JM Quinn, a professor at Boston College Law School whose research focuses on corporate law and mergers and acquisitions. It’s an awfully strange twist to the marriage-plot genre: I hate your guts, now marry me! This is shareholder capitalism as romantic comedy. But because this same dishonest and unserious hypocrite has signed a document offering to pay a huge premium to shareholders, Twitter’s board is bound by its fiduciary duty to enforce a merger neither Musk nor Twitter’s employees seem to want. It paints Musk as a dishonest and unserious hypocrite, the sort of person you would never want running your company. Twitter’s lawsuit is an extraordinary and odd document. Twitter argued that Musk is creating flimsy excuses to walk away from a deal because both his net worth and the value of Twitter have plunged since April. (Musk responded on Twitter: “Oh the irony lol.”) Musk had claimed that the company withheld information about the number of spam bots, or false accounts, on its platform. Just days after Elon Musk announced that he was seeking to terminate his deal to buy Twitter, the social-media company filed a 62-page lawsuit against Musk, claiming he was in violation of his agreement and was legally bound to buy the firm.