The Opening Arguments podcast (hosted by a real-life lawyer) has been critical of Musk in this entire affair. The simple criticism was something like, "I wouldn't let my client buy a McDonald's franchise under these terms." They have promised a deep dive into Twitter's lawsuit in their upcoming Tuesday episode. They maintain that forcing Musk to complete the purchase is almost certainly not going to happen.
I was going to type out a few things that are especially cringeworthy moves on the side of Musk, and how they are addressed by the provisions Twitter's lawyers got inserted, but thankfully in looking up a provision I came across an
Above the Law article that already has every point and then more. Being written by actual lawyers helps that (where my experience was in learning parts of the law and contract when I was given the job of running tariff exemptions for materials at my last job, on top of the work I did for the lab and my main job of Quality/Compliance with Standards).
The big takeaway I want to stress is that Musk is on the hook for
between $1B and $44B. While he's less likely to be made to actually purchase (courts tend to encourage settlements that don't force angry groups to join together) and therefore not being made to give up the full $44B, it's even more unlikely that all he has to do is pay the $1B mutually agreed on 'deal collapse' fee. Most likely is Musk is made to pay Twitter a good deal to make them whole. If we had an actually fair regulatory scheme in the US, he'd be on the hook for huge fines and even more restrictions on his stock crimes.
It has happened before. The court's chief judge Kathaleen McCormick forced Kohlberg & Co LLC to close its $550 million purchase of DecoPac Holding Inc. Musk should be ok though, as long as she doesn't get assigned to the case...
... oh
https://www.reuters.com/legal/trans...e-rare-ruling-ordering-deal-close-2022-07-15/
This along with Musk being a gelatinous discharge brained egomaniac does make it possible that the acquisition is fully compelled. Further it means that this isn't likely to be drawn out for years either.
If the acquisition is forced through and Musk has to dump a lot of Tesla stock that could either collapse that company, or ironically if he has to dump enough shares others could gain enough control to put the company on a better long-term footing. There is a lot of rot in Tesla, but if enough of the stock buyers can be fooled for long enough to address some of it, Tesla might actually turn around to doing better than it would have under Musk. After all, the stock is still hugely over-valued from every rational metric, Musk has already fooled shareholders, so it isn't impossible that enough stay fooled to keep the company afloat. (Yes, the value of a stock is more controlled by the
perception of it's worth than by any actual work a given company does and so some or even most shareholders might not be truly 'fooled', but you all get the idea.)