In a filing to the U.S Securities and Exchange Commission, Elon Musk, Tesla’s CEO has presented new reasons for terminating the deal to purchase Twitter at $44 billion. Citing a whistleblower report, Musk’s lawyer said the allegations, known to the social media giant but undisclosed to Musk, indicate “far-reaching misconduct at Twitter.”
Elon Musk presents more reasons to terminate Twitter deal in new SEC filing
Tesla CEO Elon Musk has found more reasons to terminate his $44 billion offer to buy Twitter Inc. Musk’s lawyer filed a letter he sent to Twitter with the U.S. Securities and Exchange Commission (SEC) Monday to provide additional notice of termination of the agreement.
Musk officially ended his offer of Twitter to buy it on July 8th. Musk was forced to cancel the Spacex deal by Twitter, who sued Musk.
In the letter sent to Twitter Chief Legal Officer Vijaya Gadde, Musk’s lawyer detailed:
There have been new allegations about certain facts known to Twitter as of July 8th 2022. However, they were not made available to Musk parties. They now provide distinct grounds for terminating the merger agreement.
The letter references a whistleblower report to Congress, the SEC, Federal Trade Commission (FTC), and the Department of Justice (DOJ) filed on July 6 by Peiter “Mudge” Zatko, Twitter’s former chief security officer. Recently, the Washington Post published this report.
Musk’s lawyer claimed that “The Zatko complaint alleges far-reaching misconduct at Twitter — all of which was disclosed to Twitter’s directors and senior executives, including [CEO] Parag Agrawal — that is likely to have severe consequences for Twitter’s business.”
For example, Zatko alleged that “Twitter is in material noncompliance” under data privacy, unfair trade practice, and consumer protection laws and regulations. He also claimed that Twitter had violated a 2011 consent order it signed with the FTC.
Alleging that “Twitter’s platform is built in significant part on the misappropriation and infringement of third party intellectual property,” the whistleblower claimed:
Twitter is vulnerable to systemic disruptions caused by data center failures and malicious actors. This fact has been ignored by Twitter leadership, including its CEO.
Moreover, Zatko explained that “Twitter’s SEC filings contained untrue statements of material fact or omitted to state material facts necessary to make the statements therein not misleading.”
He further alleged that “Twitter’s CEO, Parag Agrawal, knowingly presented false and misleading reports to Twitter’s board of directors in order to cover up flagrant vulnerabilities in Twitter’s security and data protection infrastructure.”
A number of authorities in various countries are currently investigating the allegations by Zatko, Musk’s lawyer conveyed, adding:
Twitter now faces a multitude of civil lawsuits. These claims are based on various privacy and cybersecurity laws as well state consumer protection laws.
Intellectual property is another issue. The whistleblower revealed that “Twitter apparently never acquired the rights to Twitter’s core machine learning models, which the Musk Parties understand to be fundamental to the Twitter platform itself,” Musk’s lawyer wrote.
For five days, the case will be heard in Delaware Chancery Court beginning October 17. However, Musk’s legal team is seeking to delay the trial by a month in light of the whistleblower disclosure.
Are you convinced that Elon Musk is sufficiently motivated to leave the deal worth $44 billion to purchase Twitter? Leave your comments below.
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