A collective of Twitter shareholders are banding together to try and keep the world’s richest man from weaseling his way out of buying Twitter.
In a proposed class-action lawsuit filed earlier this week, Twitter shareholders accused Musk of engaging in market manipulation during his acquisition bid, alleging he violated California’s corporate laws along the way. Twitter itself was also named as a defendant.
The complaint, filed in a San Francisco federal district court, accuses Musk of intentionally lowering Twitter’s stock value. The suit alleges Musk did this because the $US12.5 ($17) billion he pledged as collateral for the acquisition was secured using his Tesla stock which has since declined by 37%. That decline, the suit alleges, put Musk in the uncomfortable position of potentially having to fork over more of his own money to make up the difference. Purposely lowering Twitter’s value, in this scenario, could theoretically serve as a corporate get out of jail free card.
The suit claims Musk “proceeded to make statements, send tweets, and engage in conduct designed to create doubt about the deal and drive Twitter’s stock down substantially in order to create leverage.” That leverage could potentially allow Musk to back out of the deal entirely or renegotiate for a substantially lower price. The shareholders also call bullshit on Musk’s supposed concern with bots on the platform and claim he “knew all about the fake accounts.”
Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of usershttps://t.co/Y2t0QMuuyn
— Elon Musk (@elonmusk) May 13, 2022
“Musk’s conduct was, and continues to be illegal, in violation of the California Corporation’s Code, and contrary to the contractual terms he agreed to in the deal,” the lawsuit reads.
At least the first half of that alleged plan — intentional or not — seems to have worked. According to the suit, Twitter has lost $US8 ($11) billion in valuation since the buyout was first announced. It’s worth noting though that Twitter’s far from the only tech stock to see a dip in recent weeks.
The shareholders’ beef with Musk predates the acquisition. Specifically, the suit takes issue with Musk’s April disclosure that he had acquired a 9% stake in the company. The suit alleges Musk didn’t disclose that in time with the Securities and Exchange Commission, an omission that benefits Musk by more than $US156 ($217) million.
Musk’s actions, the suit claims, harmed both Twitter shareholders and Twitter employees. The suit seeks damage for all Twitter shareholders and calls for injunctive relief from the court, which if granted could potentially force Musk to follow through with the acquisition at the original price.
Twitter did not respond to Gizmodo’s request for comment.