Attorneys for Elon Musk and Twitter squared off in court Wednesday over the key issue of fake accounts, showing potential battle lines for the trial over whether the Tesla boss can be forced to conclude his $44 billion buyout bid.
Musk attorney Alex Spiro tried to convince a US judge to order Twitter to hand over billions of “data points,” including user phone numbers and locations, arguing the information is needed to prove Twitter deceived investors and regulators about spam accounts.
Twitter lawyer Bradley Wilson countered that the company deceived nobody, and that Musk wants a “do-over” regarding questions he should have asked before he charged in with his unsolicited buyout offer early this year.
The hearing before Judge Kathaleen McCormick in Delaware Court of Chancery came as the rival sides seek records, messages and more that could be used as ammunition at trial.
“We saw slide after slide of documents that aren’t before the court on this motion — that Twitter was not fairly presented with an opportunity to respond to — what I think is a preview of Mr. Spiros closing argument in the case,” Wilson said.
While Twitter has pointed out that Musk opted not to perform due diligence typically seen in merger deals, Spiro told the judge the billionaire trusted the firm’s filings with the Securities and Exchange Commission (SEC).
Spiro argued that Twitter contrived a category of “monetizable daily active users” that it shared publicly to make it seem the company was doing well, while other internal data indicated otherwise.
“Twitter created its own metric,” Spiro told the judge. “They changed the game; invented their own currency.”
Wilson said the firm made clear in filings that Twitter’s numbers of users and false accounts were estimates.
Twitter opposes handing over certain types of data for reasons including the potential to violate user privacy protected by law, the attorney argued.
“They want a do-over; they want to recount the spam,” Wilson said of Musk’s team.
“They want to get all of the information that the reviewers had so that they can have their experts, I presume, do a count of their own and see if they can come up with a different number.”
Even if Musk’s experts come to a different conclusion about the number of spam accounts at Twitter, that would not amount to a breach significant enough to let him break the buyout contract, Twitter attorneys argue.
Wilson pointed out public comments made by Musk, asking the judge to keep in mind who is asking to be trusted with all that Twitter data.
“This is someone who has publicly mocked Twitter for seeking to enforce a nondisclosure agreement,” Wilson said of Musk.