Whitaker on Twitter suing Elon Musk: Going to be a fascinating case to watch
Former Acting U.S. Attorney General Matthew Whitaker discusses Twitter hiring a Delaware law firm to sue Elon Musk for walking away from his deal and former President Trump’s relationship with Big Tech CEOs.
Tesla and SpaceX CEO Elon Musk is facing additional scrutiny from the U.S. Securities and Exchange Commission over his tweets and disclosures related to his controversial $44 billion acquisition of Twitter.
On June 2, the SEC asked Musk about amending a 13D regulatory filing in relation to a May 17 tweet in which he said the deal "cannot move forward" until the social media giant provided evidence that spam and fake accounts make up less than 5% of its users.
A form 13D is required whenever a person or group holds more than 5% of a company. Musk owns 9.2% of Twitter stock.
"The term ‘cannot’ suggests that Mr. Musk and his affiliates are exercising a legal right under the terms of the merger agreement to suspend completion of the acquisition of Twitter or otherwise do not intend to complete the acquisition," a letter from the SEC's office of mergers and acquisitions states. "Yet, we note that the Schedule 13D has not been amended to reflect the apparent material change that has occurred to the facts previously reported under Item 4 of Schedule."
The SEC demanded "a clear statement as to Mr. Musk’s current plans or proposals with respect to the acquisition of Twitter."
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Musk attorney Mike Ringler responded in a letter on June 7 saying the billionaire did not believe the tweet "triggered any required amendment to his previously filed Schedule 13D."
"Despite Mr. Musk’s desire to obtain information to evaluate the potential spam and fake accounts, there was no material change to Mr. Musk’s plans and proposals regarding the proposed transaction at such time," Ringler added.
"The Schedule 13D, as amended, continues to reflect Mr. Musk’s current plans and proposals with respect to the pending acquisition. Mr. Musk will continue to be mindful of the requirements under Rule 13d-2, and Mr. Musk will amend his Schedule 13D to reflect any material changes in the facts set forth therein."