Vegas64

Piggybacking off this post to (in a spoiler) post a follow up case in the Delaware Chancery Court & Delaware M&A that is interesting for those more curious about the legal intricacies of this stuff:

Between this and the DIY blood work hack, this guy reminds me of my (late, RIP) grandfather. I didn't think they made 'em like that anymore, assuming he's under the age of 50.

I think what he means is, in our day, what we called "parking lot pimping", named after the Jay-Z song in the 90's or something like that. Essentially, being a part of the "scene" in order to see-and-be-seen and pick up women or socialize (which then leads to conflicts and fights sometimes, etc.) while being adjacent and tangential to bars and restaurants and occasions, but not having to actually participate and spend money. This means that those who want to go and have a good time and engage with the bars and restaurants and other like-minded folks are outnumbered by those without any financial skin in the game and so they eventually move on to socialize elsewhere (4th, 5th, W. 6th, Rainey, East 6th., wherever). All that to say, there are definitely problematic ways to paint the fall of 6th street with a broad brush that some of you are close to doing with social and racial implications.

https://www.jacksonville.com/obituaries/pfla0245589 Obituary Send Flowers “Lawrence H Pfaff Sr. was born in Belmont, NY, on April 16, 1941. He passed away on June 27, 2022, living a long life, much longer than he deserved. He is survived by his three children, no four. Oops, five children. Well as of 2022 we believe there is one more that we know about, but there could be more. His love was abundant when it came to himself, but for his children it was limited. From a young age, he was a ladies' man and an abusive alcoholic, solidifying his commitment to both with the path of destruction he left behind, damaging his adult children, and leaving them broken. Lawrence, Sr's hobbies included abusing his first wife and children. He loved to start projects but never followed through on any of them. He enjoyed the life of a bar fly for many years and had a quaint little living space, studio, above his favorite hole in the wall, the club Nashville. Lawrence, Sr. did spend over 20 years in the NYPD, but even his time in service was negligent at best. Because of his alcohol addiction, his Commanding Officer took away his gun and badge, replacing them with a broom until he could get his act together. Lawrence, Sr. did claim to be clean and sober for over thirty years, but never worked any of the twelve steps, including the eighth and ninth steps with his children, making amends. He possesses no redeeming qualities for his children, including the ones he knew, and the "ones he knew about.” It will be challenging to miss Lawrence, Sr. because he was narcissistic. He was incapable of love. Lawrence, Sr.'s passing proves that evil does eventually die, and it marks a time of healing, which will allow his children to get the closure they deserve. Lawrence, Sr. can be remembered for being a father to many, and a dad to none.”

I thought it was Matthew Stafford at the UGA Pike Halloween Bash Spring of 2004. Joke is on him because TAPPS photo store or whatever has them

St. Augustine

I'm so old Bennagin's was our Applebees. I don't even know if Applebees existed.

For those who don't get Matt Levine's Bloomberg newsletter (you should), he lays it out very smartly today: If this dispute ends up in court, there are three things that the court can do: Agree with Musk, and let him terminate the deal without paying anything. Agree with Twitter that Musk is bound by his contract, and then make him pay $1 billion, the maximum available damages, for breaching the contract. Agree with Twitter that Musk is bound by his contract, and then order specific performance, making him pay $44 billion to actually buy Twitter. I will ignore the first possibility, not only because I think it is unlikely but also because it is functionally the same as the second. On the scale of Twitter’s market capitalization, or of Musk’s wealth, letting Musk walk away for $0 is not meaningfully different from letting him walk away for $1 billion. In either case, Musk is fine, and Twitter is not. So the possible outcomes of litigation are extremely binary: He pays $44 billion and buys Twitter, or he pays zero-to-$1-billion and does not. And there is nothing in between. A court can’t say “man, this is really bad, but I am not going to force you to buy Twitter because that seems cruel to everyone, so I will make you pay $10 billion of damages to compensate Twitter and send a message.” Nope! It’s $44 billion or $1 billion. Also, though, the possible outcomes of litigation are extremely terrible. Letting the world’s richest person get out of a deal for a nominal fee because he got bored with it undermines the rule of law and the predictability of Delaware merger agreements. But forcing an unwilling buyer to own a big public company — with thousands of employees and an outsized influence on politics and culture — seems bad for the buyer, the employees, the users and the world. Nobody wants either of these outcomes. But they are the only available outcomes in court. Now: They are not the only possible outcomes in the world. They are the only possible outcomes in court. If Twitter and Musk go to court and fight to the death and a court enters a final judgment, it will be for one of those things, $1 billion or $44 billion. But because the outcomes are so drastically different, and so binary, and so bad, and because no one is entirely sure which one it will be, the two sides have a lot of incentive to try to settle for something in between. There are two possible sorts of settlement: Musk buys Twitter for less, or Musk walks away for more. Musk and Twitter could agree that he will close the deal, but will pay less than $54.20 per share. I don’t know what the number is. More than the $25ish per share that I have been assuming Twitter is worth without Musk. More, probably, than the $36.81 closing price of Twitter on Friday, before Musk tried to get out of the deal. These sorts of renegotiations happen sometimes and usually result in pretty modest price cuts, but it is hard at this point to imagine Musk agreeing to pay, like, $52.69. He will want a big price cut ($35?) and Twitter will want a small one ($52?) and it might be hard to reach agreement. Anyway, these outcomes are bad — everything is bad — but they are better than the binary outcomes in court, and I suppose it would be good if one of them happened. If Musk wrote Twitter a check that was much bigger than $1 billion, then Twitter’s shareholders would be, not made whole, but at least mollified. And he might be a little chastened, and might stop going around pretending to buy public companies just to cause chaos. And Twitter would remain Twitter, which, you know, could be better, but could also be worse. Of course there are obstacles here. Elon Musk is rich, weird and stubborn, and might not settle even when it’s in his best interests. Twitter’s directors are in an awkward spot: They are under a ton of scrutiny, they have a good legal case, and they will probably be sued by disgruntled shareholders if they settle for anything less than specific performance at $54.20 per share, even if doing so is in shareholders’ best interests. Nothing about this deal has been especially rational so far, and there is no reason to assume that it will settle rationally now. But it would be nice.

Agreed here, I was going to take umbrage with TwiceHorns statement that nobody thought Elon taking over Twitter would be good for the business (a lot of pundits were saying, "welp, couldn't be worse than what Twitter has managed to waste in terms of market and opportunity up to now).

Yep Pete rules. He has a "young, bright, wunderkind, privileged in wealth/education" stink to him that a lot of marginalized peoples reflexively distrust and/or actively hate, though. Too bad, because the kid has got "it" in spades.

I'm surprised I haven't heard of more heat strokes this past weekend. I mowed the lawn midday (stupid) and was sweating and drinking water while indoors in 68 degree A/C for the next 3 hours.

This. Let's calm our tits. a LOT of time left on the clock and a LOT of ball game left to be played. And as we've seen the last 5 years or so, the speed of politics, business, news, financial markets--heck everything-- is so rapid that things can go guard rail to guard rail, from really high to really low (and back again), in an extremely short time period. We could be looking back in 2023 at a recovering GDP, low gas prices, and growing 401ks again and have Biden in the high 40's in approval ratings for all we know. There will always be people on the left who are mad because he can't go as far as they want him to and there will always be people on the right who will irrationally blame Biden for it being too hot to go outside in Texas in July. Ignore the noise and win.

Oops meant to quote you. NYTimes had the same question this AM:

... n/m ...

Twitters stock and value not handling the noise and drama very well as predicted on the previous page. “Twitter (TWTR) shares slumped another 7% in premarket trade on Monday to around $34, or 37% lower than the $54.20 per share price of Musk's original buyout agreement in April. Questions remain: While things head to the courtroom, there is bound to be many settlement talks that take place in the background. Will Musk shoot to get a lower price for the deal based on a "material adverse effect"? Walk away by only paying a termination fee or damages? And how much hardball will Twitter be willing to play to uphold "specific-performance" clauses, which forces Musk to close the deal with every closing condition including financing of the transaction?”

Serious question: Why do all your posts write out Elon as El*n? Am I missing a joke?

Correct me if I'm wrong, but if I am boiling down your position to a single thesis, it's "An amazing product solving a real problem will sell itself. All you need to do is create it and put it on the open market / appstore / website and if it is truly good and solving real problems, it will succeed in the long run." And I think those halcyon days are over except for bleeding edge industries which have yet to be saturated.

Not to get business-y here, but I think you are definitely missing out how crucial Advertising, Sales & Marketing is for businesses. And this is coming from someone who thinks those people all suck. In my space, the best-in-breed orgs and probably your org (but maybe not, sounds like you work for a stupid old monolith like IBM from your post) run at about 40% SG&A to revenue from what I understand. I got a look at a Decacorn, high-flying SaaS company two weeks ago who was at like 80%. In this attention-based economy, as challengers or disruptors or literally anyone but the top 3 in Gartner's MQ, you can't grow a real business without Marketing, Ads, Sales, etc. and the customer acquisition costs and cost of goods sold has to be passed on, at least in part, to the consumer as part of the price for a business to survive, much less grow. My opinion at least. But your idea intrigues me; I've had that idea in the past and have a tangential one as well. I'll follow your medium blog if you blog your journey for learnings.

The guy is quoting the movie Fight Club and Greta Thunberg as his appeals to authority, just let him go he's on a roll. But he does have his own unique perspective, as we all do, that informs our unique realities in a sea of potentially a larger or interconnected shared reality. If we lead with empathy and assume positive intent, we can just appreciate his point of view even if he ignorantly tries to pass it off as definitive or universal in truth. I appreciated the share and think you might have taken him a little too personal, but I get why you did.

To add, for those who were saying this cut-and-dried, according to a WSJ article I just read, Twitter is preparing for it to be anything but (with the aforementioned dream team legal hire) and using words like "messy litigation" and "preparing for war". Right now we are all speculating based on our various proclivities, be it business, M&A, law, just general hating Twitter and/or Musk, but the only thing certain is this is gonna be good. Get our popcorn ready. https://www.wsj.com/articles/twitter-elon-musk-set-for-unprecedented-legal-battle-over-deal-collapse-11657404303

This is certainly a perspective. Thanks for sharing.

To clarify, my opinion was the worst case scenario most likely to happen was Musk would still have to buy Twitter (which he doesn’t want to do) but for a renegotiated price a la Anaplan. With high profile and insanely resourced business cases you can never really know what is going to happen, which makes it entertaining theatre. Twitter of course has a chance of winning, by all accounts they have the better legal case after all.

I agree with you to a T, I’m just saying that there is recent precedent of a renegotiation due to pressure and not having the stomach for a legal knife fight, even though you are technically and legally almost assuredly right, that Twitter law and Elon law knows about. Most seem to think the worst case scenario for Elon at this point is a court of law makes him buy Twitter at previous agreed upon price. I’m not seeing it. I think worst case scenario is Elon bullies his way to renegotiate a better deal under false bot pretenses because Twitter will capitulate. I’m not saying what should or ought to happen just what I think is most likely due to practicalities of the business at hand. I’d love to see Bret Taylor take the fight to Elon tbh, just think he’s too smart and has too bright a future ahead. If he was older and waning, I could see him risking a Pyrrhic victory.

I guess I don’t get the joke. As I stated it seems a reasonable take. There is room for intelligent people to disagree but it’s hardly as absurd or outlandish to be characterized as a joke.

The Anaplan/PE re-pricing case study referenced, in full in a spoiler, for those who care. It's absolutely something Elon/Twitter know about. Here is the net net: Anaplan’s board was annoyed, but also intimidated: The market had dropped, and fighting this would be risky: On the morning of June 4, 2022, members of Anaplan management held a teleconference with representatives of Goldman Sachs and Qatalyst Partners to discuss the Disputed Matters. Anaplan management informed the representatives of the reduced $61.00 per share price proposed by Thoma Bravo. Representatives of Goldman Sachs and Qatalyst Partners provided their views that the conditions in the financial markets had deteriorated since the time of the signing of the Original Merger Agreement, and that the trading prices of peer companies of Anaplan had recently declined substantially in the public equity markets. Representatives of Goldman Sachs and Qatalyst Partners discussed their preliminary views of Thoma Bravo’s proposed per share price change and discussed their views that if the dispute was not resolved in Anaplan’s favor, the potential termination of the Original Merger Agreement could have a significant negative impact on the trading price of the Anaplan common stock. Anaplan management discussed with representatives of Goldman Sachs and Qatalyst Partners that, should these conditions in the financial markets continue to exist, the potential for a transaction with another prospective bidder at a price near $66.00 per share in such situation would be unlikely. So they agreed to the retrade, though they managed to negotiate Thoma Bravo up to $63.75, a price cut of $2.25 per share, or 3.4%, or about $400 million total. They also expressed their annoyance, to Thoma Bravo and in the proxy statement: