And now we know the meaning of chaos...
Twitter v. Musk: no more trial in October. But what will November bring?
[updated: Tornetta pre-trial initial debrief here]
Wow. It’s hard to describe the rollercoaster of the past few days, weeks, and months. There’s nothing like having a little pause in unrelenting action to give you one last dose of whiplash just before you take your first full breath in emotional eons. Even the printer lost its mind when I tried to move on to the next thing.
Perhaps that all sounds overly dramatic, but I assure you that I don’t think I could overdramatize the impact of trying to bring an entire new audience into the fray over the past few months with a case of this magnitude and spectacle. There have been other interesting and news-worthy cases in the Delaware Court of Chancery, to be sure. There have been other cases of interest to arbitrageurs and other investors, certainly. But nothing has ever come close to the all-eyes-on vibe of a case involving a social media platform itself and the richest man on Earth. Those are superlatives of the kind that perhaps never the twain shall meet again.
I don’t mean to talk like anything is over, because it’s not. The case isn’t over. The deal isn’t closed. The promise to close is effectively a simple reiteration of the one ensconced in the April 25, 2022 Merger Agreement and its corollary documents. We know how that promise turned out. But, what now?
Now, there is a brief respite of sorts, though perhaps not for the deal lawyers and the bankers. If we can read between the lines (or if we could read the lines of that deposition transcript), they haven’t been quite as active over the past few months as have been the litigators. Now, it’s their turn to shine. And they have until October 28, 2022 at 5:00pm Eastern to do so.
In the meantime, with less attention focused on a previously-relentless, now-stayed docket, we can anticipate only dribs and drabs. There will be things filed in their public/redacted form that were previously filed under seal, like these from Friday.
We even got the entire second amended counterclaims, affirmative defenses and answer last week, and to be honest, I haven’t even read the document. I will probably come back to it in the coming weeks and do the same kind of debrief that I did for the complaint.
It feels like the humans involved in the case needed the break. At least I know—seeing a little more clearly now from a point of view of a little calm—I did. As you can see above with the paper stack overflow, I’m prepping some work for all you Substack folks on Solarcity and the upcoming Tornetta (Tesla compensation) trial. I’ll continue to follow what happens on the Twitter v. Musk closing timeline. As I mentioned on Twitter, we are leaving my zone of genius to some degree when we go “off-docket” and I readily admit that following media reporting is not in my wheelhouse. More on that, in this thread.
All that said, I will still have access to excellent and curated information that will be hard for the average reader to find among the noise on social (and regular) media, about the closing of the deal. I will continue to provide updates on Twitter and on Substack, but unless the pace calls for it, I will not be doing Substack updates on a daily basis as I have been in the Spotlight thread. I’ll be taking the time to do some deeper dives into upcoming cases of interest, including the two mentioned above, and to answering my email more timely, which could even lead to you seeing me on Squawk Box on CNBC.
Also, a preliminary update to share on the Solarcity appeal is that it’s no longer scheduled for oral argument at the Supreme Court of Delaware during the Tornetta (Tesla compensation) trial, which will be heard by Chancellor McCormick in November. (More on my thinking about schedule for November to come in our inaugural “podcast/audio” attempt on Substack at some point this week.
I’ll be combing through your questions in the Ask Me Anything post to see what never got answered properly, or what needs to be aggregated from what I’ve posted all over this series of tubes. You’re always welcome to email me with thoughts or questions at chance@chancerydaily.com. I’m considering revising this chart to see how my thinking about the case—and the case itself—has changed over the past two months.
I may try to reconceptualize what the real options are for a post-stay litigation. If you haven’t caught my thoughts on the stay itself, you can follow my general thinking on the grant in the tweet below. Don’t miss the mini-thread addendum in the last tweet about judicial estoppel.
There have been some extra-judicial developments on Twitter itself over the past few days, and to be honest, I’m processing my response to them. It’s a bit of a next-level, what’s-the-practical-implication-of-this-corporate-law-case kind of situation.
Thank you for riding along on this wild adventure. You can expect another update midweek, and probably one or two Substack posts per week throughout the stay and beyond! If you enjoy the publication, please share it because your support is what enables us to keep doing what we’re doing. 🙏
More soon.
Chance