Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Elon Musk has reason to worry about the judge set to rule on Twitter lawsuit
Musk draws judge who refused to let reluctant buyer out of a merger deal in 2021.
JON BRODKIN - 7/16/2022, 3:58 AM


Elon Musk has reason to worry about the Delaware Court of Chancery judge handling Twitter's lawsuit against him. Kathaleen McCormick, the court's chancellor, or chief judge, "has a no-nonsense reputation as well as the distinction of being one of the few jurists who has ever ordered a reluctant buyer to close a US corporate merger," Reuters wrote today.

Specifically, McCormick last year "order[ed] an affiliate of private equity firm Kohlberg & Co LLC to close its $550 million purchase of DecoPac Holding Inc, which makes cake decorating products," Reuters wrote.

McCormick's April 2021 ruling in that case, available on the court's website, centered on a specific performance clause in the purchase contract—similar to the clause that Twitter is citing in its attempt to force Musk to complete his $44 billion purchase. "Chalking up a victory for deal certainty, this post-trial decision resolves all issues in favor of the seller and orders the buyers to close on the purchase agreement," McCormick wrote in the ruling.

"The buyers lost their appetite for the deal shortly after signing it, as government entities issued stay-at-home orders around the country and DecoPac's weekly sales declined precipitously... Rather than use reasonable best efforts to work toward a definitive credit agreement, the buyers called their litigation counsel and began evaluating ways to get out of the deal," McCormick's ruling noted. "Without input from DecoPac management, they prepared a draconian reforecast of DecoPac's projected sales based on uninformed (and largely unexplained) assumptions that were inconsistent with real-time sales data."

The Kohlberg/DecoPac deal was completed less than three weeks after McCormick's ruling.

Twitter lawsuit cites “seller-friendly” contract
Twitter sued Musk on Tuesday, a few days after the Tesla and SpaceX CEO sent a letter claiming to terminate their merger agreement. "Twitter negotiated for itself a robust right to demand specific performance of the agreement's terms that encompassed the right to compel defendants to close the deal, and ensured that Musk personally was bound by that provision (among others)," the company's lawsuit said.

As we've written, the merger deal says that if Twitter meets its obligations under the agreement, it "shall be entitled to specific performance or other equitable remedy" to "cause the Equity Investor [Musk] to fund the Equity Financing, or to enforce the Equity Investor's obligation to fund the Equity Financing directly, and to consummate the Closing."

The Musk/Twitter deal is "seller-friendly," has "no financing contingency and no diligence condition," and "is backed by airtight debt and equity commitments," Twitter's complaint said. Musk tried to get out of the deal after stock market declines slashed his net worth, and he "apparently believes that he—unlike every other party subject to Delaware contract law—is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away," Twitter told the court.

While Musk claims that Twitter broke the merger deal by not providing all the spam data he requested, Twitter said it provided enough data and that Musk has conjured "an alternative reality in which Twitter had failed to cooperate." Musk's demands for spam data also came too late because he made his purchase offer "without seeking any representation from Twitter regarding its estimates of spam or false accounts," the lawsuit said.

“A serious, no-nonsense judge”
McCormick has served on the Delaware Court of Chancery since 2018 and has been its chancellor since May 2021. She was nominated to the post by Delaware Gov. John Carney.

"She already has a track record of not putting up with some of the worst behavior that we see in these areas when people want to get out of deals," UC Berkeley law professor Adam Badawi told Reuters. "She is a serious, no-nonsense judge."

In the Delaware Court of Chancery, cases are "decided by the presiding judge and not a jury, though the judge can call an advisory jury to help consult. The judge's decision can be appealed to the State Supreme Court, whose decision is final," The New York Times noted.

Twitter has proposed a four-day trial with a September 19 start date. If the court rules that Musk has to complete the merger and he refuses, the "Delaware Court of Chancery can hold someone in contempt of court, and it has the power to send someone to jail," NPR wrote.

Financial seizure is another enforcement possibility, as Tesla and SpaceX are both incorporated in Delaware. "Elon Musk owns a lot of stock in Delaware corporations, which may be subject to seizure in Delaware... so, there may be means of compelling him," NPR was told by Michael Hanrahan, a corporate litigator whose practice is mostly in the Delaware Court of Chancery.
The DecoPac deal she forced to go through as agreed had the pandemic causing a sudden effect on the business. That wasn't enough to let the buyers get out of the deal.

Musk doesn't even have anything that strong.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

Post by Crazedwraith »

Legal Eagle's run down on the situation.

Interesting point (among others) is that since Musk claimed that he wanted to eliminate the spam bots and make twitter more profitable anyway, then there being more bots than though (even if true) doesn't actually cause Musk financial damages, he wasn't interested in twitter's profitability as it was anyway.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Ralin wrote: 2022-07-15 06:24am
Straha wrote: 2022-07-15 05:09am
Also, the monetary penalty on bailing on the contract is capped at $1 Billion. But... that's irrelevant because he can't legally bail on this contract, there is no out. He signed a deal saying he was going to buy Twitter at a specific price, and the clauses in it let Twitter force him to buy the thing. There's no takesies-backsies "I changed my mind and pay the penalty" clause. Twitter can force him to buy it, and there is strong precedent that lets Twitter do just that.
Why is there a penalty clause for backing out if it's not possible for him to back out?
1. Because it's a mutually binding clause. If Twitter ever got cold feet and balked at the sale (perhaps because there was a higher bidder) it would apply to Twitter as well.
2. As other's said, it was also triggered in case Musk suddenly couldn't fulfill the terms of the deal. He had everything in a row, but he still needed to get the banks to followthrough and to finish liquidating stocks. If, for instance, there was suddenly an injunction that froze his assets and made it impossible for him to perform the terms of service, this is the penalty he would owe Twitter for that failure to perform. That's a distinct concept from "I don't want to do it anymore." As long as he's capable of buying Twitter, Twitter can force him to buy Twitter.

I'll add here, that I think Twitter is basically stuck in the position where it has to force him to buy Twitter. They have a fiduciary duty to their shareholders to get them as much cash as possible, and the price he offered was over-valued at the time, not to mention now after the beginnings of a recession. The $1 Billion in payout they can expect is nowhere near the difference in prices, nor would it cover the damage to twitter stock should the market react to the deal being torpedoed over allegations of misrepresentation. And Twitter has no viable plan forward that can (re)build its value to the level that Musk's offer set it at. So they might as well set their goal as all-in on forcing performance.

On top of that, it's a no-risk proposition. Wachtell is expensive, but even they aren't going to cost $1Billion. If they 'lose' and just get the damages, the costs are covered. If they win the cost is Elon's to have to pay. So, hot damn, see you in Delaware.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Solauren wrote: 2022-07-15 10:54am
loomer wrote: 2022-07-15 09:29am It's honestly an impressively terrible set of choices on Musk's part. You genuinely don't see many cases that actually read like a first year contracts problem designed to see if you can spot all the ways your client is screwed, and yet... Here we are.
Honestly, at this point, having read some of the stuff Twitter is releasing now on the deal (they've been silent until now), I have to wonder if Musk could get the entire thing voided claiming he was under the influence of drugs.

Because at this point, that's his only possible escape. He's screwed, and it's his own fault.
That's really not how contract law works - and while American contract law is a little different than ours, the broad strokes are largely the same so I'm pretty confident in that. While in theory a contract doesn't hold up if you were too utterly blasted to know what you were signing, in this case Musk a, knew what he was signing in the broad picture if not in the exact details, b, aggressively pursued the opportunity to sign, and c, had a team of lawyers he gave the power to represent him handle the negotiations (and no doubt ignored their enormous 'do not sign this' red flags) who agreed to the terms. Now, in addition, just being drunk or high isn't sufficient: you have to be so completely zotted that if someone told you a loaf of bread was your firstborn child, you'd start calling it bubba and bouncing it on your knee. You have to be so out of it that there's no possible way you can understand a damn thing, and there's no meeting of the minds involved - and basically where you didn't know you were signing a contract at all (and trust me: that is not a guaranteed out). And even if he was so high he wasn't on this planet, the chances of him arguing there was a failure of him as a party to adequately understand the proceedings is basically nil because this wasn't someone suddenly sliding a contract at him he'd been avoiding but his lawyers taking an active offer to someone else. So, at best, he can say he was so high he didn't realize what specific performance meant - but it is generally presumed that if you sign a contract without reading it and miss a bad provision, well, you should've been more careful, even if you were intoxicated. When you've had a team of lawyers look at it first, its even harder to argue you should be allowed to get out of it because you don't like it when you sober up.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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As Straha and I have discussed elsewhere, guaranteed that Musk had a very expensive brief from his lawyers telling him not to do literally everything he's done so far.

We can also marvel at the decision making process that resulted in setting a cool billion on fire for no reason being the wiggling off scot free outcome.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Yep. This is the kind of contract that you send on to your client with a cover sheet saying 'never sign this, do not sign this, under no circumstances should you sign this, we should renegotiate', and that you take over in person to point to those words, read them out loud, make sure he understands in the presence of witnesses to cover your own ass when he inevitably tries to argue some bullshit about how you didn't tell him it was a bad deal, and then repeat those words a lot of times.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Coop D'etat wrote: 2022-07-15 08:11pm As Straha and I have discussed elsewhere, guaranteed that Musk had a very expensive brief from his lawyers telling him not to do literally everything he's done so far.

We can also marvel at the decision making process that resulted in setting a cool billion on fire for no reason being the wiggling off scot free outcome.
Musk is enough of an arrogant fuck face to believe he's in the special club and that the rules don't apply to him. He's already gotten away with a bunch of shit vs. the SEC so he thinks he can get away with whatever he wants. I think he's about to find out otherwise, and I hope the lawyers asset strip for all he's worth.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Yep, that's the real reason Musk is in the shitter - his arrogance.

Too often rich businessmen think they're the smartest man on the planet. So far, none of them have been correct.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Makes sense.

I still feel doubt that the courts will actually force Musk (a billionaire) to do something he doesn't want to, but seems like there's good reason to think they can and will. Not like he's going to be broke or even not a billionaire afterwards.

So anyway, it's likely Elon Musk will get to decide which presidential candidates get to use Twitter for the 2024 race. That's probably not a good thing.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Broomstick wrote: 2022-07-16 03:44amToo often rich businessmen think they're the smartest man on the planet. So far, none of them have been correct.
More accurately we never hear much, if anything, about the ones who are right, because they're smart enough to keep their traps shut, the chattering classes on-side, and get on with making even more money.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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aerius wrote: 2022-07-15 08:21pm
Coop D'etat wrote: 2022-07-15 08:11pm As Straha and I have discussed elsewhere, guaranteed that Musk had a very expensive brief from his lawyers telling him not to do literally everything he's done so far.

We can also marvel at the decision making process that resulted in setting a cool billion on fire for no reason being the wiggling off scot free outcome.
Musk is enough of an arrogant fuck face to believe he's in the special club and that the rules don't apply to him. He's already gotten away with a bunch of shit vs. the SEC so he thinks he can get away with whatever he wants. I think he's about to find out otherwise, and I hope the lawyers asset strip for all he's worth.
He is in the special club that rules don't apply to, which is why he publicly gets away with so much stuff. But like most things, there are limits to the special club, especially when you're trying to screw people also in the same club just a few rungs lower.


It's possible that a lot of damage could have been avoided if we just agreed that he was funny and interesting on top of being fantastically wealthy so he didn't feel the need to constantly do stunts, but that probably would just encourage him. Particularly since he's in the "middle aged man makes his divorce literally everyone's problem" phase
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Ralin wrote: 2022-07-16 03:59amSo anyway, it's likely Elon Musk will get to decide which presidential candidates get to use Twitter for the 2024 race. That's probably not a good thing.
Best case is that his poor impulse control makes his censorship obvious, or otherwise drives people from Twitter, well before that election. Then there will be enough people looking for a Twitter replacement for one to become viable. But we would then need to worry about whoever is running the replacement.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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bilateralrope wrote: 2022-07-16 01:25pm
Best case is that his poor impulse control makes his censorship obvious, or otherwise drives people from Twitter, well before that election. Then there will be enough people looking for a Twitter replacement for one to become viable. But we would then need to worry about whoever is running the replacement.
If Musk had any sense I would expect the bribes to flow like crap from a force-fed mule. But he has proven that he does not.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Ralin wrote: 2022-07-16 03:59am Makes sense.

I still feel doubt that the courts will actually force Musk (a billionaire) to do something he doesn't want to, but seems like there's good reason to think they can and will. Not like he's going to be broke or even not a billionaire afterwards.

So anyway, it's likely Elon Musk will get to decide which presidential candidates get to use Twitter for the 2024 race. That's probably not a good thing.
If Musk has to buy Twitter he will have to sell a large chunk of stock causing it to drop a ton, which the investors will know so once the verdict is announced your likely to see a loadoff sell off's causing the stock to drop meaning Musk willhave to sell even more. All this of course assumes the recent leaks about Tesla plus lawsuits don't cause the stock to crash before the case even reaches court.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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had to go to wikipedia to find out the latests:
Musk announced his intention to terminate the agreement on July 8, asserting that Twitter had breached their agreement by refusing to crack down on spambot accounts. The company filed a lawsuit against Musk in the Delaware Court of Chancery on July 12, and the trial is set to begin on October 17
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Musk makes U-turn before trial, tells Twitter he’ll complete merger [Updated]
Musk wants to avoid trial, told Twitter he'll complete deal at original price.
JON BRODKIN - 10/5/2022, 10:12 AM


Elon Musk has told Twitter he is once again willing to buy the company at the originally agreed-upon price, according to a Bloomberg News report.

"Elon Musk is proposing to buy Twitter Inc. for the original offer price of $54.20 a share... Musk made the proposal in a letter to Twitter, according to people familiar with the matter, who asked not to be identified discussing confidential information," Bloomberg wrote.

The Wall Street Journal subsequently reported that Musk's "lawyers communicated the proposal to Twitter's lawyers overnight Monday and filed a letter confidentially with the Delaware Chancery Court ahead of an emergency hearing on the matter scheduled for Tuesday."

The reports come less than two weeks before a trial is scheduled to determine whether Musk would be forced to go through with the deal. Musk agreed to buy Twitter on April 25, then tried to back out of the deal on July 8. Twitter sued Musk in Delaware Court of Chancery to force him to complete the $44 billion purchase, and a five-day trial is scheduled to begin on October 17. Musk was also scheduled to answer questions in a deposition later this week.

"If Twitter accepts the proposal, the two sides wouldn't have to follow through on a five-day nonjury trial set to begin October 17. There are no guarantees they will reach a deal and the trial could still go forward as planned," the WSJ wrote.

Trading of Twitter stock was temporarily halted after the Bloomberg report. After trading resumed, the stock price rose nearly 13 percent, hitting $47.93.

Musk seeks stay in court case

Update, 5:12 pm ET: Musk's letter to Twitter is now public and was included in a Securities and Exchange Commission filing. It says that Musk wants to complete the merger "provided that the Delaware Chancery Court enter an immediate stay of the action... and adjourn the trial and all other proceedings related thereto pending such closing or further order of the Court." The offer to complete the deal is also pending receipt of Musk's debt financing.

While Musk's request would prevent the trial from beginning as scheduled, a stay would not stop Twitter from resuming its lawsuit against Musk if he pulls out of the deal again.

Twitter reportedly leery of new offer amid “distrust”

Musk lost a few key pre-trial rulings in the Delaware court. For example, Judge Kathaleen McCormick denied his request to delay the trial until at least February 2023. "The reality is delay threatens irreparable harm to the sellers," she said.

Musk's attempt to exit the merger centers on his unproven claim that Twitter's spam estimates are wrong. Twitter says that fewer than 5 percent of its monetizable daily active users (mDAU) are spam or fake, and pointed out that Musk's attempt to prove the estimate wrong relied on a tool that labeled his own account a likely bot. Twitter also argues that Musk has no right to exit the deal based on spam data, saying he "forwent all due diligence" when giving Twitter a take-it-or-leave-it offer.

Twitter reportedly won't take immediate action in response to Musk's new proposal, and would want the court to oversee the process if the merger does proceed. "Twitter is considering whether to accept the proposal, and will not act for at least another day, according to one of the people [familiar with the negotiations]," The Washington Post reported. "Because there is great distrust on both sides, Twitter leaders are questioning whether the letter represents a legal maneuvering, this person said."

"The court held an emergency hearing Tuesday morning with both sides," the Post also wrote. "Musk was willing to drop the case but Twitter wanted assurances that the court would oversee the process because of the distrust, one of the people said. There is another hearing scheduled later Tuesday."
Musk is willing to go through with the deal, as long as the court that could force him to go through with it backs off. I can see why Twitter is hesitant to trust him here.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Musk is really not the person you want to have control over twitter. Dude's completely lost it, totally down with the alt-right,
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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His Divine Shadow wrote: 2022-10-05 03:03am Musk is really not the person you want to have control over twitter. Dude's completely lost it, totally down with the alt-right,
Unfortunately, he offered so much money that the Twitter board has no choice but to force him to go through with it. Anything less makes them personally vulnerable to a lawsuit from shareholders.

The best case scenario is that he lets so much alt-right shit remain up on Twitter that it gets blocked in the EU for not complying with laws requiring them to moderate such content. The gap that opens up leads to a competitor emerging, getting established in Europe, and then threatening Twitter in the rest of the world.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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There's also the immediately infamous tweets made by Musk regarding Ukraine.
Link.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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EnterpriseSovereign wrote: 2022-10-05 03:57pm There's also the immediately infamous tweets made by Musk regarding Ukraine.
Link.
Those don't seem like especially terrible conditions for ending the war if they could be implemented?
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Other than giving Russia basically everything they want and Ukraine nothing?
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Ralin wrote: 2022-10-05 04:00pm
EnterpriseSovereign wrote: 2022-10-05 03:57pm There's also the immediately infamous tweets made by Musk regarding Ukraine.
Link.
Those don't seem like especially terrible conditions for ending the war if they could be implemented?
What do you think "Ukraine remains neutral" means ?

Because I think it means they stay out of NATO. Which means they get nothing to discourage Russia attempting to invade again when they have rebuilt enough of their military to succeed.

As for the other points, they are all having Ukraine give in to Russian aggression here.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Ukraine has the winning hand now and there's no reason for them to give in. TBF though, even if ukraine stayed out of nato the west would pump money and equipment into their military even post war to the point that if Russia tried again, the ukrainans would march through Moscow soon after (well, nukes might fly before that).
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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That depends on the details of this neutrality. I'd expect Russia to demand that the "neutrality" includes terms to prevent the west arming Ukraine. Partly to keep Ukraine weak enough to be invaded, partly to give Russia an excuse for the next invasion.
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Re: Twitter board agrees to $44 billion sale to billionaire Tesla founder Elon Musk

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Well they are in no position to demand anything, they will have terms dictated to them at this point.
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