[REFERENCE]: Twitter's Complaint Cheatsheet

An easy-to-reference list of all claims made in Plaintiff's verified complaint, the first in the [REFERENCE] series of posts for paid subscribers.

I thought it would be useful to put together a set of summary reference documents, since there is so much garbled and messy conversation around various claims at issue in this matter. I’ve created this crib sheet of all the allegations and claims laid out in Twitter’s complaint, and I will do the same for Musk’s counterclaims.

This is preparatory work for a kind of flow-chart analysis I’m working on putting together based on how these arguments will likely be made to the court, which will include details on who bears the burden of proof on each issue, and what the elements are for each claim that would need to be proved (and by what evidentiary standard).

The full source document (i.e., Twitter’s verified complaint) is available here for reference, along with the other primary source documents as far as I’ve gotten it updated (which is not entirely at the moment): https://chancery.ink/docket

Twitter Verified Complaint — filed July 12, 2022

Subject Matter Jurisdiction: 10 Del. C. § 341; 8 Del. C. § 111(a); 6 Del. C. § 2708

Personal Jurisdiction: Parent & Sub—Merger Agmt; Musk—10 Del. C. § 3104(c)(1)

Factual Allegations:

I. Musk sets his sights on Twitter

II. Musk offers to buy Twitter

III. The final, agreed-upon deal terms

Closing Conditions

1. Majority vote of Twitter’s shareholders & regulatory approvals §7.1

2. Non-occurrence of a Company Material Adverse Effect §7.2(c)

3. Representations by Twitter

4. SEC filings since January 1, 2022 §4.6

   1. complete & accurate in all material respects,

   2. fairly depict the financial conditions of the company in all material respects,

   3. were prepared in accordance with GAAP

   4. Any inaccuracy in representations does not excuse closing unless it rises to the level of a Company Material Adverse Effect §7.2(b)

      • “CMAE” defined as: any change, event, effect or circumstance which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole . . . .

      • expressly excludes: