This whole thing is extremely dumb for at least three reasons:
1. Musk is talking about percent of daily active users that are bots, but Twitter's SEC filings refer to the percent of monetizable users that are bots, i.e., users that actually get shown ads. There is no way for Elon to produce a comparable figure from the firehose data
2. Even if he could, the firehose doesn't contain the sort of PII you would need to determine whether a user be a bot.
3. But even if it did, none of this matters. He can get out of the deal only if he proves the error would cause a material adverse effect on the company, which is an extremely high bar that is basically never met and would certainly not be met due to an erroneous estimate in a SEC filing.
Most of the time when I see someone who ostensibly not cripplingly stupid do or say something that by all accounts is, in point of fact stupid, and then later on I come to learn of a fuller picture of the whole ordeal it turns out that the stated goals and motivations were not actually the true goals and motivations. I see this in politicians pretty often.
Anyway, I figure we should all suspect that the actual goal of this charade is not simply "to acquire Twitter" and motivation is not "to protect free speech" or "solve Twitter's bot problem" or whatever.
He sold a giant chunk of Tesla shares weeks before the price cratered. It was ostensibly to raise cash to acquire Twitter. But now that he's trying to claim shenanigans and walk away, it's beginning to look more a way to evade insider trading charges.
Yup. Above a certain height, you start drinking your own kool-aid, the people in even your closest circles turn into yes-men, and the world increasingly appears to revolve around you. It's impossible to avoid the hubris that comes from this. And this effect resists even the best efforts to "stay grounded".
Eventually your answer to the "why" becomes simply: because you can.
Seems to me that he did / does want to buy Twitter (not because of free speech or whatever, but as a rich guy vanity project), but then the stock market crashed and now the price he agreed to is way too high so he's trying to weasel out of it or weasel the price down. Either way he's just being a weasel.
Yes, but there was a step change in the market between when he signed the deal and now. The price looked generous when he signed (which is not irrelevant; it was an offer the board essentially couldn't refuse, once his financing came in), but it looks absurdly high now. He likely expected it to be flat-ish or down a bit as the deal progressed toward closure, but not nearly this far down.
My theory is that he wanted to threaten to buy Twitter (or actually buy it) to create political pressure on the Biden administration to stop stonewalling the Starship FAA license. There’s murmurings that the FAA is stonewalling Starship due to political reasons. The “threat” of allowing Trump back on Twitter could create leverage to force the FAA political impasse to be dealt with.
I heard this idea from a colleague in the space industry. Going to Mars is one of Musks main goals, and as crazy as it sounds I could see him doing all this Twitter craziness just to move that ball forward.
The results of the review were pushed back by 2 weeks from the original date and it now appears to be on track for the June 13 release. It doesn't mean it's going to be positive, but your version of it is pretty damn far-fetched. Like really super contrived.
Dumbest of all, why did Musk even start this clown show of pretending to want to acquire Twitter in the first place?
Even after the drops in tech stocks, he has enough money to fund the takeover if he really wants it. Did he not even consider that possibility? Twitter having bots is not surprising to anyone even a tiny bit informed. Their public records and filings have this data. Did he not even read those?
> why did Musk even start this clown show of pretending to want to acquire Twitter in the first place?
To me it seems like griefer [0] behavior. The goal is to just duck with Twitter and derive joy from others pain.
Musk is a gamer and I’ve played a lot of games. It’s pretty common to see people who are bored or max level or whatever who just mess with other players like a cat does with a mouse. They expel more of their own energy to cause discomfort to their target. An example may be spending 10 gold pieces to make the target lose 1 gold piece.
It “doesn’t make sense” rationally until you take into account the value of the confusion, pain, negative experiences for the target as a sort of currency.
So it seems perfectly common for me to see Musk spend a few billion in fines or whatever to make life worse for Twitter.
One theory I’ve seen to explain why Musk wants to buy Twitter is to shut it down. If that’s the goal then it’s actually much cheaper not to pay $40B to acquire it and shut it down, but to do this sort of thing that seeds uncertainty so when he pulls out the stock price plummets and Twitter dies from an acceleration from it’s likely path.
That theory doesn't make any sense. He is borrowing so much money and looking for outside investors to help with funding in order to shut it down? Seriously... Not to mention he has close to 100MM followers on the platform, which he uses to market his other companies among other things.
It makes sense if he never intends to close the deal, just look like he’s closing.
Musk has lots of followers and was marketing snakeoil perfectly well before Twitter and will be fine after Twitter. I think Musk’s Twitter count is based on his activity, not the other way around. He’s not rich because of Twitter.
But it’s just a theory and there could be other reasons.
Could be that Twitter just had bad management and by cutting lots of staff and establishing a clear ToS they can plaster ads everywhere and let trump back on to drum up activity.
Who knows? It’s kind of boring to me and I try not to follow it, but it leaks into my feeds. I just noticed the behavior and it reminds me of encountering griefers in games I’ve played.
This makes a lot of sense to me. He's basically beaten the game. A lot of us, when we beat the game, go back and find all the secret bobbleheads in Fallout, maybe do an expansion that lets us build a cabin in the Skyrim game world somewhere, or play some "epilogue" story. Other people hit all the natural disaster buttons in SimCity and watch the world burn, or just go try to spend all their gold killing as many innocent gamers on the server as they can.
I think this Griefer theory explains a lot of the antisocial behavior we see out of executives and politicians who have beaten the game of life. We structure the game to make "Sociopath" the character class most likely to reach level 99 and win the game, and then we wonder why there are so many sociopaths using game-winning wealth to grief everyone else.
$1B is pretty pricey for being labeled a champion of free speech for a second. He could've gone on Fox and said something controversial and gotten just as much mileage. I'm tempted to believe he actually thought he could turn Twitter around, and then realized it was a fool's errand.
It's not just $1B, he can't back out of the full $40B deal or whatever it was except for a few very special corner cases, and only in those corner cases does he pay just $1B, as far as I understand.
Probably the number of traditional sheep pickup buyers who will buy it will be very low. But the non traditional ones.. it won’t be demand constrained.
> Electric cars are seen as a “left wing thing” now they won’t be.
You'd have to live very far away from any so-called "conservative car types" to believe this.
Currently, the conservative base is much more prone to thinking that electric cars are going to be _forced_ on them by a cabal who want to erase fossil fuels use from the earth.
Not saying they're correct, but your theory is just as baseless as theirs is.
And maybe the pro-oil and anti-green conservatives will now hate electric cars a bit less because Elon is one of them. Benefits Tesla and benefits Musk.
You don’t have to try and spend billions of dollars to become a fan of conservatives. All you have to do is publicly push back against leftist views. That’s all it takes to be conservative in our culture. In a Political
Science lens, Conservatives aren’t some homogeneous group who share the same politics. They are anyone who opposes the left. It’s a broad spectrum.
Musk is not fully trusted by either side. He says a lot of things that traditional conservatives (especially those who don’t buy into climate change) oppose.
The left ideology is the dominant force in pop culture, and those views are in vogue. He’s speaking out against some of those things and that’s getting him a lot of attention.
Doh! Forgot about that. In Australia foreign born citizens of Australia can stand for parliament (and hence qualify to be PM) as long as they’ve renounced any other citizenship (or right to another citizenship).
When Schwarzenegger was governor, many people said he would likely make a serious run for president if he was a natural born citizen. It was mostly used as a statement by people about what a good job they thought he was doing and how they wished he could legally run, not a real desire to amend the law.
You misunderstood the parent comment. They were saying if the law changed then the US presidential election (or frontrunners if they compete in the primaries) would be Arnold vs Elon.
Meanwhile, Elon could not run against Arnold for governor of California: Elon is not a citizen of California and Arnold has been disqualified from running again since 2011 due to term limits.
All US states have citizenship. It cannot be denied to any US citizen. Basically, it determines which state you get to vote in and what state you primarily owe income taxes on. In California it's automatic if you are a US citizen who primarily lives there for 3 months with no clear indicator you plan to move on. The process is similar, but the amount of time is variable, between the states.
It can get tricky and people (or states) can argue/sue about it because it can make a big difference in taxes. Elon became a citizen of Texas before he made all the money that resulted in his 11 billion dollar federal tax bill last year and in doing so probably saved himself 5 to 7 billion dollars that otherwise would have gone to California.
He could have done this with any number of pretenses that didn't require signing a binding legal agreement to buy Twitter.
Generally, this is far too complicated and involved to be any kind of effective scheme. He has professional managers and lawyers who could have easily come up with dozens of ways to sell tsla stock without this public legal morass.
The situation most likely is as it seems: He wanted to buy twitter for personal reasons and is in the process of doing so.
Could it be that he actually wanted to buy Twitter at a discount, but mis-calculated how much TSLA stock would drop? Maybe it was attractive at 10-20% of his net worth, but the price got too high.
This is my thinking, he didn’t anticipate the market would tank as bad as it did and now the math on the deal isn’t what it was before all the multiple compression both for Tesla and Twitter. People saying he wasn’t serious about it from the start are off the mark.
Exactly. Everyone is serious at one price and a tire kicker at another price.
Due to the market drop the dollar figure is now more expensive relatively speaking. I would not be surprised if some lawsuits fly back and forth and the deal winds up going through at a valuation that is similar in relative terms to the offer when it was made but different numerically.
I have no idea why Twitter would agree to that. It seems to me the more likely outcome is that Musk will use lawsuits as a disincentive to prevent Twitter from forcing him to go through with the deal, and he will back out at the cost of a massive penalty payment.
Both Twitter's value and the value of the stuff that underlies Musk's wealth has dropped.
So they could agree to a new lower price and Twitter shareholders would still make the same money relative to the recent value of the stock and Musk would take a similar ding relative to his net worth.
It's like if you agree with someone's heirs to buy something after the current owners croaks but the current owner takes long enough to croak that the market for that thing changes. The typical path forward is to re-adjust so the deal is just as fair for both parties as it used to be and get on with it. But because of the dollar figures involved here the parties will sue each other instead of exchanging emails/texts like normal people looking to buy and sell stuff do.
> So they could agree to a new lower price and Twitter shareholders would still make the same money relative to the recent value of the stock
What? So let's imagine I bought 10000 shares of TWTR in 2018 for $25. And now Musk wants to revise the offer down from 54.20 down to 34.20. Why should I accept a $200k smaller return, just to be more "fair to Elon" in terms of the effect on his net worth?
Or worse, what if I bought 10000 shares close to the peak? Why should I accept a $200k larger loss on the stock?
He made a contract to pay a certain price - it's in no way a wash to shareholders if he wants to pay less. He just made a bad deal. Nobody forced him to sign a contract to acquire Twitter at that price.
I am not a financial markets expert, but many who are seem to believe at least some of TSLA's drop is due to Elon's clowning around with Twitter. So it's a self inflicted wound (which he seems to be doing a lot of these days).
No, even then: You are still operating within the parameters of your contract with Amazon when you return something, the contract is not annulled, it is merely another clause in the same contract that gets triggered.
Consumer law gives you certain protection varying from place to place because it is impossible to verify what you buy online, but a bid on the stock of a public company is not an Amazon purchase and hence does not have the same kind of protections.
And in a way that is Elon's play: to claim that he put that bid in with important information being withheld by the company that would have had a material effect on the bid price. A reasonable person might take the position that Elon should have done his due diligence before making that bid.
I always love when these stunts are hitting reality, be that legal, regulation or physics. Because it always fun to watch them crumble. It just doesn't happen often enough, ignorance and endless (VC) money go a long in ignoring those limits without consequences.
Yes, that's a very good point. I once saw my little kingdom threatened by a funded start-up, fortunately they were really out of control and they didn't last long enough but in that time they burned through 30 million worth of funding and for a while it looked like we might lose the battle before they ran out of funding.
Situations like this are my main beef with VC funding, we reached a point where it is not the most innovative or the best idea / solution / business wins but the one that can burn through the most money.
WeWork failed at that, and even the slightest increase in intrest rates might doom thosr businesses. We will see so.
Good that you survived so, facing of against 30 million in funding isn't easy, regardless of how stupid that money is.
No, it definitely wasn't easy. What really helped is that we always remained financially very responsible during the whole run of that business, matching expenses to income with some room to build up a nest egg just in case. We weathered 3 major downturns including the .com bust which is one of the things I'm pretty proud of.
There are many places where the right to undo online purchasing contracts is not baked into the purchasing contracts, but based on the law of the land (e.g. Germany). U get the item, decide u don’t like, and undo the contract.
Speaking personally, for the last 3 months or so I've watched my retirement investments lose more than I made each month. I can't really pull out of the stock market unless I want to just eat a 9% inflationary loss. I suppose if I had the platform to talk one stock down to buy it while talking another up to sell it, I'd resort to games too.
Huh? I keep seeing people make this point, but the premise is defective. Investors clearly reacted negatively to Elon's Tesla stock sale, despite the Twitter 'excuse'. Furthermore, if Elon wanted to minimize Tesla sell pressure, his initial Twitter deal proposal wouldn't have been missing $21B of financing, which made investors think Elon would need to sell more stock in the future.
He could have justified the stock sale in plenty of other ways, including reallocating funds to his other companies, without forcing himself into a $44B deal.
And as much as he trash talks Warren Buffet, I think he was basically following his advice of “buy what you know.” He just got burned by amazingly bad market timing.
He obviously has insider knowledge of Tesla, a finger on the pulse of his market and saw warnings about world economic conditions. He predicted the stock was going to take a hit, probably needed some money for his other ventures and wanted to sell fewer shares at a higher price. That way he keeps more control of the company. Occam's razor says the simplest explanation is probably right.
What makes you think twitter shareholders would sell for less? If you made a 1B dollar investment in twitter ten years ago, what return would you look for? If you didn’t get it from the present offer what would you do? Would you lobby 5 other massive shareholders that twitter will be worth more in 6 years and there is no need to sell or would you sit on your hands and hope for the best?
TWTR stock has basically gone no where since the IPO in 2013. Look at the 10 year chart. It's in the same range as it was in late 2013, right after the IPO. (I am a Twitter stock holder.)
What stocks “do” on the stock market is not the subject. The subject is: what ROI do you expect as an investor? Not a short term speculator. But an an investor who allocated a portion of the portfolio to TWTR with a long term time horizon.
Repeated promises and claims which turn out false.
He is extremely arrogant and annoying. For example used "Pedo Guy" as insult at Twitter toward someone who committed crime of disagreeing with him, proceeded to claim that this does not mean "pedophile" in court.
And claimed that this person "married" 12 year old girl (actually, she was 32 years old).
Also, Musk has bunch of annoying fans.
(that is among some legitimate reasons, many hate him BECAUSE he is successful)
> dozen other things that will save humanity
That is really overstating it, and case of annoying fanboyism.
(personally I appreciate some achievements and see his role in that - without giving 100% credit to leader, confused why people praise some projects already, but see no reason to engage in fanboyism or Musk hate)
I didn’t know that at the time, as Elon had a better reputation then and I presumed that as a billionaire he would have access to interesting information. The fact that he was willing to double down on the claim suggested a source to his confidence.
Was that before or after he hired a PI to investigate said person to see if he could find any dirt to defame him further, after continuing to double down on the pedophile accusations, further calling him a child rapist, and marrying a 12 year old.
Throwing out grave insults because someone on the internet doesn't like your idea is a pretty good tell of the sort of character he is, even if it was 4 years ago.
Adding to the list of reasons to dislike him, there's him trying to get a lawyer who interviewed him for the SEC fired from his new unrelated job.
When asked when "full self-driving" would be available, he said
> 3 month maybe
THAT is an estimate, but then he continued
> 6 months definitely.
THAT is a promise.
It continues like that.
Also, as CEO of Tesla, and with his Twitter account listed as an official source of information, he cannot just willy-nilly make "estimates“ completely and utterly removed from reality. This is misleading investors and customers, for which he repeatedly got in trouble.
To put it politely the best possible interpretation of what you have said is that you are very confused and have poor reading comprehension, and because of this you are mistaken.
First, that is not at all what he was asked. The question is quoted right on the site you seem to think is so great.
Second, what he said did come true. The two levels of functionality did and do differ significantly, such as with summon and lane changes.
The other quotes on the site are even weaker sauce.
Not original commenter, but, so what if it's a while ago, from appearances it's not like his character has changed that much from being a major dickhead. He dismissed Covid as nothing because it would've been bad for his factories' output (he didn't say this but let's draw conclusions). Oh that's 2 years ago, also old news?
After he accused a random guy of being a pedophile because he saved a dozen kids, after he lied about making Tesla a private company, after he lied about Tesla accepting bitcoins as payment (just to speculate on BTC), it should be evident to everybody that Musk is not to be trusted. It wouldn’t surprise me if he pretended to buy Twitter to speculate on price changes with some weird derivatives.
In the US you only pay capital gains tax on stock when you sell.
So it can look like you made a big profit year after year if the stock you own goes up, and it looks like you didn’t pay any tax. But that money isn’t available to you until you sell, and that’s when the tax comes into effect.
This applies to everyone, and so it can look like a tax dodge, but it’s just the way things are accounted.
Actually, that stock appreciation value IS available to you. You can get a very low interest (sub 1%) loan using your stock as collateral. If you have enough stock (like the very wealthy), you can just keep doing this and paying off the interest with more loans.
Then, when you die, your estate can take advantage of the step up rule. Which means that instead of using the original value of the stock you bought as a basis to calculate your profits, the basis is "stepped up" to the value of your stock on the day you died. After which, your estate can sell the stock and pay no taxes and then pay off the loans you lived off of your whole life.
And that is exactly why companies with founders that own lots of shares are no longer paying out dividends and trying to make a profit. They simply put everything possible back into growing the stock price eternally. Because dividends are taxed. Stock appreciation, if you are rich enough, is not.
> Wow the one with the most money has to pay the most taxes? A wonder. Why is this the first time tho?
Because he didn't have money before; he had paper wealth. Some media pretends that they're the same to keep you clicking. Now he's sold, he pays tax on it, because he gained capital.
I dislike people who don't apply the same rules they apply to others to themselves such as Musk saying you have to be in the office 40+ hours per week when that isn't physically possible for him to do given how many companies he runs.
I also dislike those who get lots of help from others to become rich and powerful then use their power to stop others from getting the same help, which he has done.
HN users consider themselves consumers first and foremost. The investor, techno-utopian believer, fanboy of companies..they are all sides which are secondary to the consumer one . At least on HN.
Despite all the media frenzy and fanfare about mr.Musk, the American consumer received next to nothing from him in terms of quality of life. And it's not like he's a young crypto-bro still finding himself. Guy is 50, has been doing this for 30 years. When I say "doing this" I mean offloading overpriced equity onto bigger fools using lies, deception and cult of personality.
Teslas for example still account for less than 1% of total vehicles sold globally in FY21. And it has been a slow year...also mr. Musk has been at the helm of Tesla for 20 years now. Less than 1% in 20 years...it means that the consumer is getting nothing.
> Every single large car manufacturer was forced by Musk
Dude, business ain't politics.
You have to be the person signing off the quality of life if you want people to shake your hand and pat your shoulder.
Musk is signing off quality of life for essentially nobody (1% of total vehicles sold globally in FY21) and those who are on the receiving end, they already have plenty of quality of life given that Teslas are basically luxury vehicles.
Real quality of life for everybody is Microsoft being used everywhere ranging from Bel Air to subsaharan Africa, same for Google, Facebook, Amazon. Even financial companies, you can find an HSBC or a Barclays branch in Lagos or Accra or Abuja, just as you can find them in NYC or LA for God's sake.
Another type of quality of life is Pfizer/Moderna 4$ vaccine injected in the arms of everybody in the developed world within 24 months from the emergence of a new virus, and AstraZeneca 0.10$ vaccine taking care of the developing world and especially India when they were burning bodies in the streets.
> You seem to be very badly informed.
You seem very insulated in your bubble of wealth and internet echo-chambers. Numbers don't lie. Musk companies are defacto non-existent in the real world. They provide quality of life to essentially nobody, and in fact you basiclly don't see them anywhere outside of places where huge amount of wealth is concentrated.
Narrative and headlines is the only metric in which such companies dominate.
Because it’s in the interest of people who view themselves as aspiring elites to be anti-anti-establishment. Don’t let the term hacker fool you; it’s been culturally appropriated to mask the corporate ponzi scheme that is venture capitalism.
Musk knows Twitter has a lot of bots and that they're used for all sorts of purposes. Pro-Tesla bots have been around for over a decade. As is usual, he likes to control the narrative to only benefit whatever it is he's going on about at the moment.
He does not have enough money to fund the takeover. That's pretty obvious. If we would sell $42B worth of Tesla stock the stock would simply crash. There is no way for him to just get the money out of the markets, especially not right now when liquidity is already drying up.
He's going to end up having spent $1bn of his $140bn (in fees, if I understand it right) to have been a major news story for a few weeks. I could see that representing good value-for-money
I don't think Musk is exactly struggling to maintain a big media profile. This story might keep him in the headlines more but it's hardly making him look good. Rather I'd say it seriously damages his reputation as a serious player. He looks more interested in sounding off on twitter and messing around. Following this mess if he approached you with an offer to buy your business how seriously would you want to take him?
> if he approached you with an offer to buy your business how seriously would you want to take him
Not seriously, HOWEVER, I would now worry about him a lot more as a competitor or enemy as he's shown he's happy to blow what is -- to me -- an unthinkable amount of cash on whimsy and for the lulz.
He can't just choose to pay the $1bn to get out of it. It's basically a fine he'd have to pay if he is unable to complete the deal due to his financing falling through or a couple of other extremely unlikely things.
He is just trying to find a way to lower his offer because market conditions have changed that quickly and the original offer is a bad deal at this point.
This is all a side show and negotiation tactics. Really not bizarre at all. The original offer is at least 10 billion or so too much now.
It took less than two years for a Republican Congress to pass the 22nd amendment in 1947 from FDR's death. If the Republican's want Musk as a candidate they have time before 2024 if they immediately move to vote on the amendment and pass it to the states who will be holding legislative sessions next year.
I doubt it would happen, but I'm also not betting on it.
It wouldn't even be worth betting on because the odds of Republicans attempting to pass an amendment allowing foreign born citizens to be president is next to nil.
>On July 10, 2003, Orrin Hatch, chairman of the Senate Judiciary Committee, took action against what he calls "an anachronism that is decidedly un-American." He introduced a bill that would allow a person who has been a U.S. citizen for 20 years and a resident for 14 years to run for president.
If you keep following that history, you will see how far the Republican party has strayed from the Republican party of 2003.
But I suppose if they were going to present a bill like that again today, the only possible circumstance I could imagine would be the same as in 2004, where a popular republican might want to run for president but isn't a natural born citizen. (this bill was introduced soon after Arnold Schwarzenegger won the governorship in CA.)
It's also just generally against Republican platform to suggest that the constitution is amendable and not some divine document we should chain ourselves to
There aren't any Republicans left, at least not in sufficient numbers to affect the course of events. There are only Trumpists. They could easily be persuaded to back such an amendment.
They may get the chance, too, if a few more state governorships end up in the GOP's hands.
So, he could have got out of the deal if twitter breached a covenant, and one covenant had to do with data provision.
By providing all the data requested, twitter just squashed that out.
He had no out on the bot claim itself, but his legal team was comfortable that the covenant breach was a colorable claim and wrote a letter. Now they need to think of a new legally plausible claim.
Let's assume Twitter and Musk are in deed playing this game here, then people and whether or not the data provided by Twitter is enough to detect bots is not the point. Whether or not the SEC, and courts at some point, see the shared data as sufficient for Twitter to fulfill transparency requirements is important.
But there is also a “public opinion” part, and that’s about politics. I have the impression that Tw is trying to at least remain in control until the upcoming elections.
It’s not about the legal outcome, it’s about freedom of expression that many seem to be willing to sacrifice on the altar of ideologically fuelled hate.
There is an incredible number of tweets being put out which are exact copies of each other - indicating that it is not actual human beings "manning" those accounts.
If Musk has a way of running analysis on the data to do the following:
1. Level of duplicates.
2. Source of duplicates (who posts it first)
3. How often do they do that?
4. What is the political slant of these tweets
5. Which part of the world are the people tweeting from
All of this alone will reveal very interesting information.. my guess is that it will prove that a lot of tweets are orchestrated.
The legal battle will not be about whether it is all the data. Musk isn’t owed that. It’s about whether twitter is sufficiently responding to requests.
Even without this the claim was very likely to fail. Hard to see it surviving this.
For me the main and obvious thing about DAU is that the majority of users are readers-only. They don’t tweet or like stuff. Firehose might help with detecting non-bot _tweeters_.
Right. There are no ads on the "compose tweet" page
Pew analysis (based on surveying humans) says "97% of tweet volume comes from the top 25% most active tweeters"[1]
So Musk is arguing about a statistic that twitter claims, which is that spambots make up less than 5% of users.
Now, if those bots are part of the most active 25%, then they make up 1/5 of the 'most active' user population. So it seems plausible that they could well be responsible for 1/5 of tweets.
Which matches exactly what Musk is claiming - that 20% of tweets are from spam bots.
Which still makes no difference to Twitter's ability to sell Advertising targeting the 95% of users who are humans, 75/95 (=79%) of which are only responsible for 3% of tweets, but... presumably... 79% of ad revenue. Because they only serve you ads when you're looking at a feed. And that's what those users are using Twitter to do.
I think tweet volume is the wrong approach. If they looked at tweet impressions, it would be like 0.1% of users are responsible for 99% of tweet impressions.
> The goal is to sway public opinion against Musk.
At this point anyone with half a brain, no make that a single functioning brain cell, knows that Musk has fucked up and is trying to welch on the deal.
First you'll have to show where Twitter made that claim.
Your phrasing here has been Musk's phrasing on this subject, which is interesting, as it's a different metric than what Twitter files publicly with the SEC.
It's also dumb because in April he was already aware of the bot problem and specifically said that he was going to fix it if he succeeded in taking over twitter, so suddenly calling off the deal because of it makes no sense: https://twitter.com/elonmusk/status/1517215066550116354?ref_...
It's been fairly obvious that he's been trying to find a way out or to renegotiate the deal after the recent pullback in tech valuations, and is grasping at the bot claims as an attempted excuse to do so.
With Musk it's hard to know exactly what his plan is, but I think it's an attempt to either find a way to back out, reduce the overall price, or otherwise cause chaos as an intentional strategy.
No psychiatrist would diagnose someone based on public performances, and non-psychiatrists using pop-psychology to do so is very unpleasant.
This is a wider cultural trend too. The prevalence of Dunning-Kruger pop-psychology YouTube videos (again made by people with zero medical degree) nowadays "teaching" people to recognize "Narcissism", "Psychopathy", "Mania", "Manipulation" etc. is absolutely vile. Just teach people assertiveness and leave it at that.
Especially given the big pitch was that he'd clean up the bots. If there are loads of bots, that would make it easy to get a cheap win and look like a hero.
if you can get the company to do things you think are valuable before you’re making interest payments on money you borrowed to buy it, that makes a lot of sense.
It’s not like flipping a switch, how matters, as does following up on effectiveness and so on. I would think someone planning to run the company would want to do it right…
We’re just watching an acquisition game involving avoiding lawsuits and liability, exactly what each player is after is a mystery but it’s all to maximize outcome and minimize liability.
It's not a mystery. All tech stocks, including Twitter and Tesla, have teamed after Elon's offer. So now he doesn't want to buy it at all, or not for this price. So he is trying to find an excuse.
Maybe, I think he doesn't want to buy at all. With TSLA down almost 50% since he proposed to buy it based on loans against his stocks it would be very expensive for him at any price now.
But I mean who knows, your guess is as good as mine. I think it was an impulse buy and now he has regrets.
On what grounds would Twitter possibly offer a discount? He made an offer, filed with the SEC, and they accepted. As far as I understand he's currently contractually obligated to go through with it.
I agree here. The firehose is 'downstream' from the client actually interacting with the API which is where all of the real tracking data would live. Giving Musk the firehose data is useless to him. Musk needs the user database, the web server logs and any historical data on any suspected bots that twitter already has collected over the years.
Twitter spam bots that offer to sell me bitcoin or start following me with a beautiful profile picture who just opened their twitter account and I don't know are pretty obviously bots to me. The former could be found using the firehose, but the latter wouldn't be detected until they tweeted something in the firehose.
If the firehose included DMs, new accounts (with all available signup and verification data), etc. then the firehose would be useful. Detecting bots using the firehose would only detect bots based on suspicious tweet content and nothing else.
Also, the firehose is a 7Mbps (compressed) stream. It takes substantial compute power to run just sentiment analysis and substantial storage to keep heuristics on that volume of data. Musk would need to spend some time and money and hire some people to just make sense of the full firehose.
Source: I worked for GNIP in 2012. GNIP used to re-sell the twitter firehose and was a twitter partner before they were acquired by twitter in 2014.
He doesn’t need MAE here, he would need to show the company broke a covenant - specifically the one saying they will provide reasonable answers / data to his inquiries. It’s a stretch, though
Yes but no. You're absolutely right on your three points, esp. the 3rd that states that proving an MAE is an extremely high bar that is basically never met.
But! There's another way out for Musk.
Merger agreements include covenants, promises that the parties make to one another about what they will do to close the deal. If one of the parties can prove that the other didn't fulfill a covenant obligation and therefore broke its promise to work towards closing in good faith, then that's a valid justification to walk away.
The merger agreement includes covenants that force Twitter to provide any and all information "reasonably" requested by Musk, in a timely manner.
So the game becomes: how to trick Twitter into not respecting its obligations? One way is to ask for information that is impossible to provide: "Give me all the tweets since the beginning of time, each tweet on a single piece of paper!"
But Twitter might object, and a judge might find, that this is done in bad faith...
The other, more subtle way is to ask for information that Twitter should be very anxious and reluctant to provide, such as, for example, personal information regarding users. Twitter may run afoul of many regulations if it does, and has reasons to believe Musk won't honor any NDA he might sign (as he has a history of disrespecting his own word). Yet on the other hand, Musk can argue that he's entitled to ask for such information.
That's the nature of the current game. I don't think there's any way this isn't settled in court.
Note: for more on this, cf. Matt Levine's newsletter from June 6th.
I have a hard time believing that twitter can't get accurate data about which accounts aren't behaving like humans. You can look at user agents to start. Heck, even basic analytics cookies capture a lot of information that is useful- like first and last time page visit, number of page views, duration of time on page. I bet twitter server logs have more granular information that they can easily tell who is a bot.
> monetizable users that are bots, i.e., users that actually get shown ads.
Am I understanding this right? I would assume no matter how many ads you show a bot, they wouldn't end up buying anything. Or is the point that that those ad sales are not a reliable source of income since the people buying them would likely decide they weren't getting a good enough return?
His lawyers came up with a good plan. The contract says twitter must reasonably cooperate by providing data that Musk requests. All he has to do is keep requesting data until they say no, then twitter is in violation. The % of bots doesn't matter, doesn't have to be Materially Adverse. Just need to show that twitter isn't cooperating with reasonable requests.
If this becomes the case, Musk can use that as leverage to threaten to litigate if twitter doesn't accept a lower offer price.
> All he has to do is keep requesting data until they say no, then twitter is in violation.
That might be the plan, but what prevents Twitter from continuing to reasonably cooperate? You take it granted that there will be a point where twitter says no, but why?
My guess is he is trying to bluff them into changing the terms of the deal. In the current tech market, the price he is paying is suddenly not attractive at all, and will require a substantially higher stake of his Tesla shares. If he can get them to believe he will walk he might be able to renegotiate the price lower or get out altogether with paying only a $1b fee. I don’t think either of those things are likely but with $XXb on the line it’s worth a try to Musk?
> If he can get them to believe he will walk he might be able to renegotiate the price lower or get out altogether with paying only a $1b fee.
Now that he can't simply walk away and pay $1B. The contract he signed has a few extremely limited circumstances where the deal may fall through, and in those few cases, he would pay the $1B. In any other case, he has to pay the full amount.
Musk is on the short end of this stick. The deal as I've seen is fairly air-tight. I also don't think he ever had any intention of buying Twitter, and let his lack of impulse control get the best of him. Very intelligent people do stupid things all the time.
The $1B breakup was for a narrow set of cases, outside of those he's on the hook for the whole amount. Every move now is just part of the negotiation for how much he's going to pay get out of the deal.
There's also a moral hazard here. If Musk is allowed to walk away with zero consequence, he was able to hold Twitter hostage for however many months where they could have potentially had other suitors. It writes the playbook for other large companies to do the same.
Maybe he simply smells that Twitter, like many companies, have been downplaying the problem of fake accounts for years and has enough clout to try and force the truth into the open. Maybe he wants a discount but maybe he just doesn't want to buy a company if the real number is 20% fake instead of 5%.
The fact that Twitter seem to have tried to stonewall him will just "prove" to him that he is right and he can afford to be stubborn enough to drag this out.
> Maybe he wants a discount but maybe he just doesn't want to buy a company if the real number is 20% fake instead of 5%.
That may be, but it's not part of the contract, and it's very unlikely to materially impact the future revenue of Twitter to a high enough degree that it would be a breach of the signed contract, so all he would be doing is assisting the dirty laundry of his new company in public.
Does SEC feeling define what makes a Twitter user monetizable? Even knowing how much users bots is good to know. Personally, never believed he really wanted to buy Twitter
> not be met due to an erroneous estimate in a SEC filing.
I've seen this mentioned elsewhere also, but I really need help here. From my understanding, Twitter's entire business model, and existing revenue stream, is people paying them to show content/ads to other humans. If some unknown percent of users are not human, doesn't that have a pretty extreme, direct, influence on the possible revenue?
If someone wants to buy Twitter, I assume their first question would not be, what percent of users that you're currently showing ads to are bots. Rather, it would be what percent of users are real, so I can show ads to all of them. Which bring up the question, why isn't Twitter showing ads to some users?
Material adverse effects have to be rather large; for instance, the company is actually worth 50% less than it was represented as. Even if the bot count is significantly higher (say, 20%) that wouldn't have an easily provable massive effect on revenue. Twitter still makes what it makes, and it still would be roughly the same in terms of profitability.
Keep in mind that the onus is on Elon to prove to a court that the higher bot count has a large, material impact (on the order of 50% of Twitter's revenue). It's not something that is a matter of opinion, but rather based on his ability to argue his position to the court, for which he needs strong evidence.
This is about Delaware finding that an MAE occurred, for the first time ever, like literally ever, in 2018.
What we have here is a case where Twitter's performance isn't even faltering (it's stock price is, but its 2022 revenues are actually up). There's not a chance in hell for the MAE argument.
Thanks, I appreciate it! I didn't realize the bar was so high. With the bar being so high, does it create an incentive to intentionally overstate value, before a sale/acquisition? I would assume that everyone would safely coast around +30%.
The % of bot users is not critical to revenue, no.
Advertising buyers determine how much ad views are worth to them in their own way. This demand essentially sets the price since there is no marginal cost of providing advertising views.
For example, suppose that you show 1,000 ads and get 2 people buying something from your store. It doesn't really matter whether 1,000 people saw your ad, or 500 humans and 500 bots saw it. The important statistic is what revenue you got from it.
> Twitter's entire business model, and existing revenue stream, is people paying them to show content/ads to other humans.
That's the biggest part of twitters business, but they do have additional revenue streams. However, the other revenue streams are also highly dependent on their status as "a place where people say things and people look at things"
I think Elon also made a mistake by calling these things bots. Most spam on Twitter is a combination of auto account creation or takeover, and then some human in a third world country using that account to scam people. I don’t think Twitter would call that a bot, but I bet Elon would.
I do think Twitter in its current form is essentially unusable due to the amount of scams. I see thousands on a weekly basis. Every feature, from tweets, replies, lists, etc. is a cesspool of scamming. I block 100s of users per week and yet I still get added to “Free ETH drop” lists daily.
"After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU"
The mDAU exclusion includes such accounts already. I think people (and Elon) use the term bot rather colloquially, so I don't think it's an important distinction anyway.
Important distinction there between the monetizeable users who are bots vs all bots, and certainly key to advertising revenue.
The more key metric for the integrity of the platform, it's ability to be a trustworthy indicator of real people's sentiments, vs firehoses of disinformation into a cesspool of lies and fake interactions, is not the percentage of bots (monetizable or not), but the percentage of bot vs real person posts.
1) It is dumb they can’t provide data for him to calculate a comparable figure.
2) Then they should provide data he can use to verify their figure. It is dumb they won’t provide it and are providing noise instead.
3) He’s not trying to get out of the deal, he’s calling them out on their figure. It’s dumb they aren’t giving him the data he can use to verify their figure and he wants to expose them prior to the deal to show how effective he will be when(if) he “cleans” it up.
He contractually waived the right to call them out on their figure. What Twitter is doing is performative; they're living up to the letter of their covenants in the deal. They don't have to prove anything to Musk. He's on the hook.
He didn’t waive the right to troll them, and that’s what he’s doing. As I said this wasn’t to get out of the deal but to troll them in the court of public opinion.
He declined his right to do any due diligence so they couldn't misrepresent anything since they didn't provide anything. Also they didn't want him to buy and did their best to get him to not do that.
> they didn't want him to buy and did their best to get him to not do that.
They didn't want to be the target of a pump and dump. And they didn't want a bunch of distracting rumors from a takeover bid with no financing. As soon as Elon put financing together they said "yes" pretty quickly.
The board doesn't want to sell to Elon at any price, but the shareholders told them their opinion was not very important as Elon's price was higher than anyone thought the company was worth at the time. Now there is no question that price was way too high.
This is false. He declined his right to do any further due diligence based on what facts that presented in the SEC filings. If those facts turn out to be untrue, shareholders can sue Twitter.
Right, he declined to do more due diligence after having done none. Looking at SEC filings is not doing due diligence. It is also not statements Twitter made as part of the deal.
Shareholders can only sue Twitter if those facts are materially false. This is an incredibly high bar that is almost never met.
IIRC, there was a term that stipulated that Twitter’s SEC reports needed to not contain material misrepresentations. So, he could nix the deal if the number of bots was different than previously disclosed.
As with many financial market things, Matt Levine’s summaries are great on this. Twitter has been reporting these numbers for many, many years now. The public market has accepted them for many, many years. Elon has been complaining about the bots for maybe as long.
So nothing has changed between Musk making the binding offer and today with regards to bots. He has not suddenly been surprised about some discovery. This is not something that materially changes what he thought Twitter was worth. It’s just another game to distract people.
He’s managed to get to almost cartoonish levels of disregard for the rule of law. Skilfully deploying them to his advantage when needed, but ignoring completely when they’re inconvenient. All seemingly in the knowledge that he’s now beyond any enforcement.
He's said the deal was off unless he's convinced by Twitter's bot numbers [1], which isn't a condition of the deal, so, yeah basically he's said he doesn't want to buy.
The tweet says he's not moving forward on the deal unless Twitter provides evidence that their monetizable user metric, which is not an estimate of bots, is accurate. Producing that evidence is not a contingency in the deal, so Elon is threatening to fail to perform, i.e. he doesn't want to buy Twitter under the negotiated terms.
He absolutely cannot do that. The Material Adverse Effect standard in Delaware law is crazy hard to hit. Matt Levine has been writing about this for weeks. In fact, if you go looking, he's been writing about this for years†. 2 years ago: "[under the MAE standard, you] can walk away from the deal, unless the bad stuff is due to, essentially, anything anyone thought of in advance."
Not only have people heard of bots and user validation in advance, but Musk waived his rights to diligence after announcing on Twitter that fixing the bot problem was why he was buying Twitter. He might not just lose this case if it got to court; the Delaware courts might make an example out of him for this.
Matt Levine is to "it's not Materially Adverse" as Ken White is to "it's not RICO".
I'm 100% on Elon's side here. He should be allowed to kick the tires. I've been in an organization which went through something similar twice, in both cases, based on material misrepresentations.
In the first case, two organizations who should have known better invested tens of millions of dollars, with one effectively defrauding the other. In another case, a $3.5B organization bought an $800M organization, and the combined entity was worth less than $800M within a year.
Serious, when spending tens or hundreds of millions, do your due diligence. People and organizations lie all the time.
I'd be against Elon if he backed out of the transaction based on a material change. Failure to provide data? He's being perfectly reasonable.
This is wrong and if it's the same idea floating around Twitter based on page 17 of the 13D, it's definitely wrong. People are misinterpreting a reference to no longer being subject to seller's due diligence because financing has been secured, i.e. the buyer is qualified.
Waiving due diligence is a crazy dumb decision. The one lesson in my career is always do due diligence, whether you're making a $40B transaction, or negotiating stock options with a startup. People cheat. A lot.
I agree. I don’t know what his motivations were or are. This whole thing about not accounts is even more ridiculous when you consider that Musk was tweeting about not accounts in January. Elon Musk knee bots were a problem before he made an aggressive acquisition maneuver, and knowingly waived his rights.
But people keep telling me this guy is a genius. I guess I’m not smart to understand his level of thinking.
I tend to look at track records. Jobs started Apple, Pixar, and came back to fix Apple 2.0.
That's three unicorn-grade successes. Within those, he had similar streams of successes, like OS-X and the iPhone.
That's genius.
Two footnotes:
- I'm not sure genius is a good reason to worship someone or treat them as a hero; it's to me, it's more about what you do with that genius. For example, Hitler was a genius speaker, and Stalin was a genius administrator. Many geniuses I've met are not-nice people.
- Jobs had one major failure: NeXT. NeXT was still pretty brilliant, even if it didn't do well in the market.
It's entirely rational. He's on the hook for $1B. He is highly incentivized to obfuscate, lobby and otherwise delay making that payment any way he can. It's not about being right, at this point.
Musk is not on the hook for $1B, Musk is on the hook for $44B. Delaware has significant precedent for forcing consummation of business deals in cases like these when the acquirer has the means, which Musk clearly does.
But Elon also has a not given a fuck in the past and gotten away with it. My guess is he will get away with it again, but then are we really living in a society with equal laws for everyone?
That eould be great, Musk trying to "Ghosn" out of it.
Ghosn: Carlos Ghosn, former CEO of Nissan-Renault, held on Japan for some white collar crime and illegally smuggled out of Japan, with the help of a former Green Beret and his son, to Libanon, Ghosn home country. Since then he is no longer CEO and wanted internationally by Japan.
Right, he wants out of the deal on the terms but I don’t think it’s the $1B he’s worried about. It’s the embarrassment of either having to pay the break up fee or overpaying so much at $54.20.
His ego is at stake, he’s called many things but not often a fool.
I have a hard time seeing this as being anything other than a fun how-can-I-fuck-with-people-today kind of game for him.
I mean, yeah, sure on the surface it's economically rational and all, but really--you're already nominally in charge of at least 3 different large companies, yet this is how you choose to spend your time and energy? Nickel-and-diming Twitter for lulz?
edit: and before someone points out what a big difference a few dollars in the share price would make towards the acquisition price: if he really believes that Twitter has so much untapped potential (economic or otherwise), then a few dollars either way shouldn't matter much. But by going to such lengths to slightly reduce the cost and jeopardize the deal, he shows that he doesn't think it has much potential and/or he's just screwing around.
Twitter is incredibly important to him, without it he’d never have been able to craft his Tesla or SpaceX narratives and garner so much retail support. Buying Twitter guarantees him a (bully) pulpit and raises his profile ever higher. His antics could easily get him banned in the future, with devastating results.
I've heard this said many times but it doesn't align with my own observations of Tesla and SpaceX's success. Is there any evidence that Tesla vehicle sales and SpaceX launch services are driven by Musk's personality?
SpaceX's success is easy to explain: they could do the same task as competitors for a substantially lower price.
As for Tesla's market success, I think that's predominantly driven by the product itself. They won countless car of the year awards. Customer satisfaction levels at near-unprecedented levels. Record-breaking 0-60 times provide an angle for gushing media coverage. And a decade of having no competitors in the market subset of desirable EVs. I've personally never heard anyone mention Elon when describing why they're interested in—or purchased—a Tesla vehcile.
Tesla's success in the market for cars is not driven by buyers' love for Elon (much), but I'm not sure that's the case for Tesla's vastly disproportionate success in the stock market.
IMO, a significant contributor to Tesla’s market success was that they were willing to sell cars at low margins. That’s what got them a decade of having no competitors in the market subset of desirable EVs.
They also intuited/gambled/stumbled upon (pick your verb depending on what you think of it) that “electric and fast” was enough to compete against non-EV cars with much better finish.
They're talking about retail support for the stock price, not Tesla's operational performance in the real world. People aren't buying Tesla cars because of Musks antics but they are (or were) buying Tesla shares on that basis.
This whole dog and pony show is showing us what we knew all along - these tech valuations were batshit insane and now we can finally see that these money losing companies are not worth the stock certificates they're printed on
If he really had an ego he would think “I am so good I can pay 54.20 for this company worth 30.00 and still spin it back into a public company worth $100. I am unstoppable. This is how I think about his ego. It is also why I think he just pays the $54.20 and doesn’t bat an eye. He is just haggling right now if he can. Nothing serious.
Turning twitter into a public company worth $100/share would be below par for Elon's performance with all his previous companies so far. He'll probably turn it into a company worth much more if he actually acquires it. Even just unbanning Trump from the platform would drastically shoot up the share price. Twitter leadership has been screwing itself as a company for some time.
It's the $44B he's worried about. That's how much he owes Twitter's shareholders unless he can find some way of either declaring the contract entirely void, or at least triggering one of the clauses that would allow him to get away only paying the $1B.
Both options are very unlikely, but this will drag on.
Is the $1B penalty for backing out greater, or less than the difference in capitalization before/after the recent stock downturn. Perhaps he could save money by backing out, paying the $1B, and then making a new offer to shareholders.
There is no backing out penalty of $1B, as there is no option of backing out. That penalty is only for extreme cases that cause the deal to fall through, such as a discovery of massive fraud or the financing falling through entirely (say, Tesla going bankrupt tomorrow). I those cases, Mush would stop owing $44B and onyl owe $1B instead to Twitter's shareholders.
Unless and until such a thing happens, he owes them ~$44B.
Having worked with the Twitter API, I think he's rather underestimating how much volume this is gonna wind up being, the amount of processing it'll entail, and the difficulties of determining "this is a bot" from just the Tweet data.
Having worked with the Twitter firehose, I can say with some certainty that the volume of data is measured in TBs per day. Sifting through a subset of the data to make correlations is working with PBs of data.
Source: Former employee of one of the few companies who got the "push" firehose and not just the API.
Definitely much more. I guarantee the amount of metadata per tweet increased massively, and also now there's things like pictures and videos. More like 40-60TiB if I had to guess.
Right, I was excluding media from the equation. This other 2010 source [0] said "Twitter generates 8 terabytes of data per day". And that's 12 years ago...
I found this tweet very naive and an indication that Musk really doesn't know what he's getting into.
I don't see how he thinks tweet content alone will be enough to verify the 5% of monthly monetizable users
The other poor indicator was his tweet about sampling _100_ of his own replies to detect bots. That's a horribly small sample and horrible selection bias
The firehose is terabytes a day, add storage + indexes and it's pretty far from "fitting on an USB stick" in order to analyze.
It was a statement by the richest person on the planet on communication channel that he regularly uses to his declare personal and business intent and which is obsessively over analysed and therefore has real effects on business markets. Please use context ;)
Why would you assume ignorance instead of malice when a very smart person advised by smart people with domain knowledge makes an obviously nonsensical claim, while billions are on the line?
> I think there are some things and kind of going back to in some ways back to the Apollo days if you take a look at kind of the environment that NASA had in Apollo it was kind of what Elon has with his young engineers. you had you know people trying things and in what works and what doesn't work I think over the years we've gotten into a very risk-averse profile and we're I call it full matrix engineering that okay that all concerns that anyone can raise have to be chased down a hundred percent before you can make any decision. Okay, so yeah like a full matrix of all the things that may be pertinent to a certain decision and you have to fill that entire array before you can make a decision to go forward and there's times when that makes sense but it doesn't make sense for everything we do. SpaceX uses a sparse matrix okay 51% okay when do when we get to 51% okay enough we're gonna make a decision and then we're going to try it and move on.
> His modus operandi is taking quick decisions and backtracking if he is wrong.
That is the modus operandi with products/services, it's not anything new anyways. It has been named in a bunch of different ways ranging from "agile" , "move fast break things" etc. also less charmingly "Microsoft vaporware products" or "Google graveyard", "Steve Jobs' bluffs"
They all indicate the same strategy: ship something and get feedback, if feedback is ultra-negative then you can always kill it.
However when legal stuff is signed, and especially legal stuff of this magnitude then the only way in which you leave yourself room to backtrack is if there is a clause which lets you do so in the legal document. When legal stuff is signed is not in your hands anymore, you have to treat it as being in the courts hands. Because that is what happens if you backtrack.
For car industry and space industry it is a complete revolution.
From what I understand he can legally backtrack from the deal, but he would have to pay some billion dollars penalty. Not cheap by any means, but he can afford that. And having billion dollars at stake you can try to look for a lot of legal reasons to not pay that billion.
But my guess is that he genuinely thinks that 5% number is not accurate based on his twitter feed comments. His feed comments is mostly crypto scammers. Some independent people also claim that 50% of his followers are fake.
Twitter claim of 5% is very specific and probably accurate in a legal sense. But if you have tens of billions at stake and a deal that looks like a mistake it's entirely reasonable to dig deeper.
> For car industry and space industry it is a complete revolution.
Isn't a bit premature to declare it a successful revolution? Cases against Tesla autopilot are mounting, there is a reason why "move fast and break things" isn't used in fields where the people's lives are at stake. It's the reason why Theranos imploded. Who could have possibly predicted what could have happened if US Govt let Theranos run, maybe they'd have really developed the product in the following iteration of the company?
> From what I understand he can legally backtrack from the deal, but he would have to pay some billion dollars penalty
That is only the case if the FTC or the US. Govt. blocks the deal because of any reason.
I did not know that about the deal. Thanks for the info.
With SpaceX it is certainly a successful revolution. There is whole bunch of new startups that would not exists without SpaceX. Most of them will die, but some will not.
It is also quite clear that Tesla already achieved it's goal of accelerating transition to sustainable energy. Volkswagen shift is certainly linked to Tesla. And Volkswagen actually committed fraud on emissions that probably led to death of many people.
Situation with Theranos and Tesla is completely not comparable. Autopilot works fine. You are safer with autopilot activated on a highway than you are driving in a city per kilometer driven. Whether you are safer on a highway with or without autopilot is debatable and we don't have good enough data to settle it. So, Autopilot is not prefect by any means, arguably not market leading solution in the category of drive assist, but it works fine.
The bigger issue is with Full Self Driving. Tesla can drive you around in a city - so the way they spin what FSD means is almost satisfied. The issue is that it is extremely stressful experience and I'm 100% convinced that you are more likely to get in an accident when babysitting it vs. if you would drive by yourself and pay the same amount of attention.
But I think in 5 - 10 years they may be able to actually deliver proper working solution. They are making progress.
> Volkswagen shift is certainly linked to Tesla. And Volkswagen actually committed fraud on emissions that probably led to death of many people.
Apples and oranges. Volkswagen committed fraud on behalf of the consumer. In the endless war for quality of life as a consumer who has to spend 45k for a car I know that Volkswagen is conspiring on my behalf to sidestep environmental regulations and thus providing a vehicle which is more affordable, more durable with the tradeoff of being less green.
Same goes for oil companies, they are just in the business of extracting oil, they are the ones who take the blame for global warming whereas it's me burning it for quality of life purposes when refilling my Escalade or flying to Cabo for the weekend. I owe them one otherwise the nuts over at Extinction Rebellion or GreenPeace would attack my Escalade and cause trouble to airlines.
Tesla is the opposite of that, it's conspiring against the consumer by making a poorly refined car with a terrible design and lots of problems ranging from faulty Autopilot to sudden braking and unintended acceleration. They want to wash away all such disadvantages with a supposedly green car. But in the end if you understand anything about the industrial economy and power generation you get how Teslas are hardly green cars.
Here you have Dr. Daniel Rasky, a NASA Senior scientist talking about SpaceX and Elon. Daniel Rasky was involved in specific studies that were comparing operation of NASA and private companies. He also has first hand experience from working at SpaceX and with Elon. He is expert on advanced entry systems and thermal protection materials and he was for example involved in decision to select PICA as a heat shield for Dragon, and he explains how that went with Elon.
Here is Elon answering questions of National Academy of Science members about Starship. He explains in detail why he pushed the team towards steel and away from carbon fibers:
Here is Elon discussing with Sundy Munro mass manufacturing and engineering.
Sandy Munro is a veteran engineer from General Motors supplier and directly at Ford. Sandy Munro is now running a consultancy company that tear downs cars and suggests improvements to wide range of clients from the car industry.
He was accepted into it, that’s the important part. But then the internet took off and it was the right time to be in that place. Remember, back then he was just another immigrant kid.
It’s funny how quickly the left changed from loving him for turning the car industry on its head to hating him for taking away the left’s hate machine. Oh well.
To be pedantic, USB sticks do come in TB sizes these days.
Either way though, I expect Musk, the richest man alive, can afford to pay a handful of senior engineers a couple weeks pay to store and run some analysis on the firehose. It's a lot of data, but at "fuck-you" level money it's certainly manageable.
Sure, it's manageable. I mean, trivially, Twitter manages it and Elon is worth more than Twitter, so clearly he can afford to process the data. They question is how long will it take, and how much money will he spend reproducing the analysis done by the company he's about to buy.
Even if you get reliable bot ID, there's a difference between a zero- or negative-value bot that just spams or tries to inflame social tensions and positive-value bots that automatically propagate things like weather or traffic updates.
Some accounts are a mix of human and "bot" updates--and you can get a very different impression of their nature depending on your sample.
https://twitter.com/JeffLindner1, for example, posts automatic alerts from the Harris County flood warning system (such as https://twitter.com/JeffLindner1/status/1529386618938920960). If you look at his account when it isn't pouring outside, you'll see human updates and retweets. If you look during a three-day downpour, you may see dozens of automatic tweets per human post.
It feels like bots should be treated differently entirely than users. They should not look like a normal user and it should be completely up to the user to turn bots on/off or subscribe to specific ones. Maybe with it's own UI and feed entirely.
Oh good to know. I think it's amusing that I have been using Twitter for over a decade and never knew this. Maybe it's because there are so few legitimate bots.
Although I will say that UI hint is extremely subtle.
Somewhere in this trainwreck there must be an aspect that Twitter is full of sockpuppet/alternate persona accounts partly because of its loose-cannon hard bans and nonexistent ban evasion policy. It's not rare for kids to have half dozen accounts just because. That exists parallel to bot problems but is easier to explain as a fake/bot problem.
> Even if you get reliable bot ID, there's a difference between a zero- or negative-value bot that just spams or tries to inflame social tensions and positive-value bots that automatically propagate things like weather or traffic updates.
While I do understand your point about the difference, neither type should be measured for things like (e.g.) advertising revenue. Weatherbots don't buy goods or services.
Unless they're intentionally using UI scripting to create ad impressions, weatherbots aren't viewing tweets--they're posting them.
If people aren't viewing those tweets or deriving value, they're consuming resources without adding much to the ecosystem. If people are viewing those tweets and deriving value from them, the bot is increasing ad revenue.
The metadata (ip, client headers, timestamps, etc) alone is going to be over 100 bytes. How pretty do people think real world data sets are? Now scale that to billions of records.
Good thing we have icons like AOC and George Floyd to put Musk's success in perspective.
We should all aspire to be fentanyl dropping, pregnant women torturing street trash.
We should all aspire to accomplish great things like AOC when she ...uh she did ...um ...drop Adderall and start a podcast about putting on makeup! Yeah! That podcast alone employs 50,000 engineers and has saved or created 100,000,000 jobs a month, at least.
As someone who worked with Twitter’s APIs a lot, and the metric shitton of metadata that is sent with every tweet, him thinking it’s 100 bytes is hilarious. I know Twitter typically does assessments of a client’s infrastructure before providing them access to the Firehose, to ensure they are actually able to keep up with the stream. It’s that much data.
He’ll likely have to sample the data anyway before he can do any meaningful analysis, so the whole exercise is pointless.
I'm curious how he thinks you can detect bots by analysing just the tweet text. How would you even tell the difference between a retweet and a bunch of bots copy-pasting stuff without headers?
As a small company working with Twitter firehose covering 10% of traffic just in Japan, we are clocking between 40-45GB of JSON data per day.
(i.e about 1.5 TB per month)
Not to mention the graph that you'll have to build between messages and users not trivially related. It's going to be far from trivial. If it was easy to find bots everyone would do it.
My guess is that that will work to his advantage -- since it's so hard to tell who is a bot from the raw data, he'll be able to massage his calculations and come up with pretty much any figure he wants, allowing him to claim that Twitter has significantly more bots than claimed
The hypothesis is that sampling those buffers at scale should be enough to detect significant bot activity on the platform, without needing any additional metadata.
i dont think so , why do you need a bot in the first place ... its probably to run a trend of some sort, correlate that with when the users were created should give a good base .. current MAU's stand around 0.46 B users , 50 M tweets on the user base would avg 10 tweets a month that sounds right ... if new account which stays under this limit would result in a False negative
This site can't work based on upvotes alone (https://hn.algolia.com/?dateRange=all&page=0&prefix=false&so...). It's a complex system involving community input (not just upvotes, but also flags, emails, etc.), software, and manual moderation. The purpose of moderation isn't to go about tweaking things willy-nilly or imposing personal views. It's mostly to prevent the system from getting stuck in one of its failure modes.
If we tried to go by upvotes alone, we'd end up with the same small number of hot topics and sensational controversies dominating the front page. This is the weakness of the upvoting system. There wouldn't be any room for the unpredictable sorts of stories that best fulfill the site mandate of intellectual curiosity.
I know it's irritating when moderators do something you don't like, but in case it helps at all, I think the irritation is pretty evenly distributed across the different subgroups who populate this place.
As for the OP, you're not going to get much support from the community here if you think that we should have left a hard-paywalled link on the front page. That's no doubt why users heavily flagged your comment (mods didn't touch it, btw, and I've unkilled it now).
Yeah. A bit annoying to make a system to handle 5,000 events/sec (probably much more at peak) to throw away 90% of them though. Obviously you don't have an SLA on consumption time, but I imagine you can't lag too far behind assuming it's kafka or something.
Genuine question: We signed up for the deci/decahose last month and for now making everyday dumps of about 50GB in flat files.
What kind of system architecture would be good to load & search through such dataset. We tried to explore Mongo Atlas but it is coming out very expensive. Other alternative is to throw away most metadata & just keep ID & Tweet.
The access comes with a cost and is pretty expensive unless covered by some academic grants. (Its about 10 grand USD). How expensive would Clickhouse be for data increasing about 1-2 TB per month? We are trying to optimize costs as the Twitter purchase already seems steep
If you will use S3 as a storage for cold data it can be become just S3(or other object storage) cost. And ClickHouse compression rates for Twitter-like data can be 10x or better as you do not store raw data and data in stored in columns.
The example tweet, a somewhat large one with links and images, gzips down to 1.5KB by itself. Given that information, I think it would be reasonable to estimate 1KB per tweet in bulk.
Not it isn't.
It's not about storage but about analysing the data.
It's text so it could easily be compressed to smaller size but this doesn't help in knowing anything about the tweet author, if he is a bit or not.
That's like saying it's easy to check if a picture shows a bird because it's only 100kB.
Musk has one of the top AI researchers of his generation working for him(Karpathy). In general is rich enough to hire anyone he wants for consultation.
I’m boggled by the extent to which people mind-read Musk through his tweets. To me it’s obvious that his Twitter is an outlet for stress busting and banter, like smoke breaks.
People seem to be looking at this as if there are two active actors in this situation. There really isn't. There's Musk, doing what Musk wants, and Twitter reacting. Twitter didn't want to sell to Musk, but there in this situation that they have to deal with it. If Musk truly wanted to walk away, I think Twitter would find a way to let him. But the fear is that he's just going to renege on the price and then say "34.20 a share" because that's probably a decent price for twitter now.
So now they just have to play full defense. Musk says he'll walk because they won't provide data? They'll provide data. Musk says the numbers are false? Let him prove it. At the end of the day it's a signed contract.
The question is how quickly does this come down to "Okay let's cut a deal" - and my feeling is that since this entire thing has been an ego trip for Musk there is no deal that's acceptable for him to walk away without some sort of: Musk pays $XB and Twitter admits the bot problem is bigger than stated in some sort of way that doesn't cause legal troubles for Twitter. It has to be a "I didn't want Twitter anyway" narrative, rather than "Musk just stuck his dick into a meat grinder" type narrative.
I'm sure they'd extract some price, but if the conversation were "this deal won't happen" they'd be a lot more flexible than what's actually going on which is "This douchebag will be back in 3 months at half the price"
Except Twitter doesn't need to be flexible in either case. Experts seem to agree the contract and law is on Twitters side. Musk signed and now owes the shareholders ~$44B.
The stuff about bots and whatever else is a distraction.
It weirds me out that he's even worried about this now.
In the beginning Musk stated in interviews that he wasn't concerned about the monetary amount. I can't pull it up on my VPN, but I recall him taking the stance of it being a social-impact-y investment and not one that is designed to make a profit.
His intellectual or competitive advantage is not market movement timing. Plenty of brilliant people exist who would be considered bad at making predictions over a broad field of categories, especially market timing.
More to disagree with the argument than to defend Musk. He's certainly been doing a lot of things to really undermine the brilliant-at-all-trades image.
If there was false information provided by Twitter (a little irony there) I believe that agreement’s validity would be in question by common sense or in any court of law.
> We estimate that the average of false or spam accounts during the fourth quarter of 2021 continued to represent fewer than 5% of our mDAU during the quarter. However, this estimate is based on an internal review of a sample of accounts and we apply significant judgment in making this determination. As such, our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have currently estimated.
>the average of false or spam accounts during the fourth quarter of 2021 continued to represent fewer than 5% of our mDAU
Not a native English speaker so maybe I'm just not understanding it correctly.
Since mDAU are a subset of DAU, probably a tiny subset of it, wouldn't that statement mean that way way less than 5% of DAU would be bots?
No. That statement is the fraction of mDAU accounts that are false/spam.
In a situation like this there is a very strong implication that you're talking about the intersection of the sets 'bots' and 'mDAU'. To talk about the raw number of bots vs. the raw number of mDAU would require very explicit wording to override that implication.
There was no false information provided by Twitter /because he waived due diligence/.
> Musk waived due diligence when he moved to buy the company, seemingly to hasten the acceptance of his bid.
> He wrote in a letter to Twitter Chairman Bret Taylor on April 24, "As we discussed, $54.20 has been and will remain my best and final offer, period. This is binary – my offer will either be accepted or I will exit my position."
> Twitter announced the company had accepted his offer the next day.
> But in the weeks that followed, Musk vocally criticized Twitter during media interviews and on Twitter, where he has tens of millions of followers.
Oh please, all of the principles involved here know that this is kayfabe. The bot issue is a pretense for Elon to try and weasel out of either the price or the entire deal. Both sides are aware that Twitter isn't even providing data that would let Musk verify the monetizable user calculation. The firehose is for posted tweets, while monetizable users mostly read.
> If there was false information provided by Twitter (a little irony there) I believe that agreement’s validity would be in question by common sense or in any court of law.
By waiving due diligence, Musk has put himself into situation where it is entirely his responsibility to establish the existence of material false information, and no one else's opportunity to help, short of required discovery should he file a lawsuit establishing a legally cognizable claim.
The SEC filings are not new information, so unless he has new information that show those filings are false, there is nothing to question in a court of law NOR the court of common sense.
He might think the bot estimates are wrong, but his opinion seems to have been exactly the same when he made the offer. So that's not a reasonable way to get out of the deal.
I think the "bluff" part of the headline is insinuating that Musk isn't doing due diligence, just stalling, and that perhaps he didn't even want to buy Twitter in the first place.
AFAIK the $1 billion is just the "I don't want to do this anymore" clause he signed - if he just pulls out, the same applicable to Twitter if they pull out.
The weirder part is technically Twitter can sue to force the deal to close anyway.
No it's not. It's the "you started this, if you can't pull through on your financing you still have to pay us something for all the turmoil" clause. Musk has already agreed to buy Twitter: only extreme circumstances could lead to him not having to pay the amount he agreed to ($44B).
I don't think we're disagreeing? Musk doesn't have the money cash in hand, so the default position is "he doesn't have financing". The most he can become personally liable for I believe is the $1 billion fee.
No, he is liable for the $44B offer he made and signed a contract for. Now, if say Tesla and SpaceX were to go bankrupt tomorrow and he would lose access to these funds, the $1B clause would activate.
Remember that he has already secured the funding, he has filed information about that with the SEC, and he has already signed the contract for paying Twitter's shareholders $44B in exchange for sole ownership of the company. Neither of the parties can pull out now: the deal is done. Only extraordinary circumstances can undo it anymore.
Elon is bluffing that he has the right to perform due diligence. Twitter has every legal right to ignore him. Instead, they played along, thus "calling his bluff".
I think a lot of people understand that "contractually waiving a home inspection" means you can't withdraw from a home purchase because you didn't get a home inspection. Even if you are now claiming, without proof, that the basement leaks.
why the analogies? its a corporate merger, there is a vast body of practice in this area, we can just speak from experience, no need to make incorrect analogies to other unrelated areas of endeavor
In a corporate acquisition, the contract is law. And if a party, with billions of dollars, chooses to waive a standard provision, then the choice to waive that provision is held against them when interpreting the parties' understandings of the terms and representations that were included in the contract.
In this case, Musk deliberately waived due diligence to get Twitter to accept his offer. This means, that all representations must be interpreted in the light in which they were not material to the contract and thus not grounds for withdrawing from his obligation to proceed with the purchase.
See, you have proven your own ignorance with your example!
When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale.
So you accidentally gave a perfect counter example as to why you are wrong.
That's exactly the problem and why Musk is going to fail at his bid. You can't just claim someone is lying, you have to prove it.
Musk has zero way of proving Twitter is lying about its bot problems. In fact, their bot case is fairly ironclad because as others have mentioned, they've been reporting on it for years and it's been implicitly assumed to be true, incl. by Musk who mentioned it as part of the reason why he was buying Twitter.
In order to prove Twitter is lying, he would need to prove that the past few years of data is falsified, provide his own data and prove his data is more accurate than Twitter.
He has to prove that they are lying AND the real number is a material change to the contract worthy of dismissing the contract.
By publicly stating that he thinks the bot problem is worse than they are saying AND that he is buying the company in part to fix the bot problem AND by waiving due diligence, Musk will have difficulty establishing that whatever new "bot number" he finds is actually a material change to the situation.
When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale.
You have proven your own ignorance with your example!
The sellers are liable for some things, in some states, because there are laws that say they are liable for some things.
No such laws generally apply to corporate acquisition agreements.
I'm not sure you understood my comment. The point of my comment was that with respect to housing sales, sellers have responsibilities with regards to things not covered by the sales contract because the law says they do. It's so not the point as to whether they are state or federal laws (but on that note, the "federal disclosure laws" specifically only apply to the use of lead-based paint in housing built before 1978, or in other words, to less than 25% of the US housing market).
There are no similar laws that govern corporate acquisitions. If an acquisition agreement does not explicitly (or by incorporation) require a disclosure about "X" , then the lack of disclosure about "X" has absolutely no impact on the resolution of the parties' respective contractual obligations.
A home sale is often more complicated than that. In some places, you can buy a house “as-is,” meaning that effectively the seller is largely not on the hook as long as they didn’t egregiously misrepresent the condition of the house.
That's not what "as-is" means, contractually. There may be certain things that, by regulation, must be disclosed (most commonly lead pipes, asbestos, flood plain) but other than that...
In some places, you can also sell a house as "condemned" and then you have no recourse what-so-ever.
Honestly I feel its the exact opposite. Anyone whose ever purchased a home or business should rightfully have cringed at the ~35% premium Musk is paying, and doubly so once he waved due diligence.
It seems like the people who are supporting this move assume Elon has some secret plan we're not privy too, but if so why would his actions be so erratic?
Yes, the price that gets quoted for stocks is just the point that marginal shares are getting traded at. You have to pay slightly higher than that to acquire even a single share. If you actually want to acquire every single share, you always have to pay a significant premium.
That's what I'm wondering. Not really. This is particularly transparent spin.
Analyzing the raw feed isn't all that hard for someone with Musk's resources. A fat pipe and a ClickHouse cluster could boil this down pretty efficiently. At least the metadata.
Analyzing tweet content would involve more effort, obviously. But bot operators aren't all that bright and much of their activity will be obvious.
The real question is would any conclusions of such analysis be actionable? Could Musk produce an analysis credible enough in the time available to lead to renegotiation? That is highly dubious.
It was just a few months ago that he had to sell stock to pay his taxes and he played it off like he was doing it because of some ridiculous online poll. I think this Twitter play is just more cover to sell more stock.
I was wondering if he made a bet with someone that Twitter had more than 5% bots. Sure, it's a relevant metric for valuation, but if you're serious about buying, do you really want to drag your target through the mud? Seems like due diligence you'd do behind closed doors.
Bingo. This stunt especially after he tweeted long time ago that he will be the last one to cash out on Tesla. Then himself said anything above $1000 for the stock its overpriced.
It will be very easy to see if that's what it was. If they deal won't go thru (I anticipated both parties will be stuck in court to fight over $1B for close to 5 years, then Musk will settle for some $200MM), Musk can simply buy Tesla stock back! Why he needs to all this cash sitting in a bank right???
1. Monetisable daily active users likely excludes users twitter excludes as bots - possibly users visiting from automated browsers, minor browsers, cloud IPs etc. To protect against ad fraud you have to do that.
2. Musk likely cares about all users that keep spamming his feed and others. The platform currently feels like armies of bots from political and ad/marketing agencies and some active users who think someone is reading their content. If one correlates the number of followers they have (especially if you’ve had twitter for a long time) vs number of reads on each of your recent tweets, the % is very low.
3. A firehouse of all tweets coming out may show a lot of bot activity (accounts with more numbers than letters in the username commenting in reply to popular accounts with a lot of followers) but they are not near the number active users who are just reading and that is where Musk’s claim and Twitter’s defensively worded SEC statements pass each-other like ships in the night.
It will take a long time for Musk to read all those tweets and count the bots. I hope he doesn't make mistakes at counting so he doesn't need to start all over. :)
Hi there, thanks for your question. I'm an expert on social media, and an expert on social media. Twitter is an American microblogging and social networking service on which users post and interact with messages known as "tweets". Twitter was created by Jack Dorsey, Noah Glass, Biz Stone, and Evan Williams in March 2006 and launched in July of that year. Twitter hasn't been bought before so there isn't much info on this. I hope that answers your question! If you learned something new, please upvote and share.
Made me chuckle. There is a telltale template to how Quora answers are typically.
One point of time, it used to be a great discussion platform. But the low quality answers & hi-quality gossip, overtly aggressive "Be nice" policy (to the point every sob story has a happy ending, with cupcakes & unicorns, without taking any names or identifiable information) & login wall to view answers has made the site so so poor.
Pinterest & Quora are piles of flaming junk at present.
I pasted the main facts directly from Wikipedia because I figured that's what a Quora response would do anyway.
I did go to Quora for my last line ("If you learned something new..."). I was looking for a generic "like and subscribe" kind of response and that was literally on the first answer I saw on the first random question I typed in.
My "I'm an expert on social media, and an expert on social media" joke (they're an expert in the field of social media, and also an expert who's posting on social media) was inspired by https://www.youtube.com/watch?v=XFhpctuUwb4.
I do not agree with the arguments that a Twitter provided sample of the data would be enough.
You would have to be sure that the sample is statistically representative of the overall population, which would require prior analysis with access to the whole data.
Example of biases that you would need to adjust the sample for:
- Maybe the part of active users receiving ads change shape with time, or is biased toward a certain type of user.
- As more users are active on the site, a random sampling would overrepresent recent messages over previous ones. Or maybe the reverse if Twitter lost users.
- Maybe %users being bots is not that interesting, versus %messages posted by bots. 5% of users being bots can represent 30% of messages being sent by bots.
- If you're willing to train some ML model to detect bots, you're most likely going to need as much out of sample as you could have.
It's a negotiating tactic, part of which is just stalling the deal. Musk will likely still buy Twitter, but for less. Happens all the time in sports when a player still has multiple years on his contract but threatens to hold out if the team won't negotiate a new, higher contract.
Musk agreed to pay $54/share. But after the tech selloff, Twitter might be worth $25-30. Maybe less. Musk can, in fact, get out of the deal for $1 billion or so in fees. But that would be awful for Twitter too, it's stock would tank overnight without a bidder (it already dropped from $50+ to under $40 quite rapidly). So perhaps Musk can get the board to agree to a deal at around $32-35/share, it would be a win/win for both parties.
You're right, haven't been following closely. But let's say Musk just walks and it is in fact a contract violation. What is Twitter's recourse? Sure it can sue... and what? Spend years in court, more dirty laundry aired, stock price continues dropping, employees leaving, unlikely new buyers emerge. Twitter board could face lawsuits from public stockholders if they feel material information was hidden from them or misrepresented. What exactly were the damages Musk caused? Pumped up its stock price? It's not exactly like a labor or employment contract. How sure are you that Twitter would actually win in court? All I'm saying is that renegotiating the deal with Musk at a lower price is still likely Twitter's best option, regardless of the specific contract terms.
I've only been following this through Matt Levine, but he thinks Musk absolutely does not have the right to bail on the deal for $1 billion. This clause is only triggered if he can no longer find financing, which he can.
Twitter could probably force a sale just by closing Musk's Twitter account. That's a direct contributor to much of his wealth. They can say you'll get your account back when you honor the original deal.
At this point with the market in a drawdown, you don't think that the board wants to close the deal? It would seem to me that it's their fiduciary duty to try to close a deal at well above the current market price, and probably any price they'll have in the far foreseeable future also.
I guess there’s two questions in there… do they want to avoiding closing, and do they want to be accused of violating their fiduciary duty.
For the first, they all know they’re getting fired the minute Elon can find a way. Maybe they care about money, but I bet they also would prefer to keep their positions. I bet a lot of them believe in and like Twitter, and it’s not about money.
As for the second question… they can’t be seen as the reason it doesn’t close. I firmly believe they’ve been banking on Elon doing exactly what he’s doing. They likely can’t be successfully sued if they say “hey, we accepted the deal and did everything Elon asked…”
Good points. If Elon took over, would he actually be able to fire the board though? I thought that the point of the board is to keep the CEO accountable, but maybe there are other tricks he can play.
If you own the 50% or more of the company, you can pretty much do whatever you want. The shareholders elect the board members, and you can win any vote. That's how I understand it in a normal situation anyway.
Now it's starting to look like they actually want to sell Twitter to Musk now.
Not gonna lie, I'm torn on the whole deal, bit I still think it'll be a good thing as long as there's actual free speech, but with realistic limits and not just one-sided moderation. He better not mess with Twitter design though. It's really good and honestly appears to influence most of the other apps in some way, shape or form, but I'd also be excited to see some design changes that are new in the industry. I also want the app to be faster.
If I were trying to very simply estimate pct of tweets attributable to bots[0] based only on tweet content I'd do these things:
-find (near) duplicate tweets reposted many times
-look at responses to famous people
-look for certain verticals experts know to be bot heavy
[0] btw I bet Elon and Twitter disagree on the definition of "bot." Is a low paid human worker who tweets spam and scams all day a "bot*?
If you’ve ever advertised on Twitter, you know that an overwhelming majority of the clicks are fake.
Not like, 5% fake. Not 15% fake.
No it’s more in the range of “most clicks are fake but we just live with it anyway.”
If you run PPC campaigns you also know how easy it is to spot this crap.
I for one am interested in learning what’s going on there. I don’t buy the “it’s soooo complicated oh it’s just impossible to know for sure!” Narrative that Twitter is peddling.
that's doesn't mean it's because that amount of twitter users are fake tho
I'd argue real people rarely click ads
for facebook I read that most of the advertising money is spent on clickfarms, which just click anything to seem real e.g. follow 100 real brands and sell 50 fake follows on that acc.
Twitter has been calling Elon's bluffs since the start of this entire episode.
There is not enough financing in place to buy twitter and they both know that but Elon can't just say he's not rich enough. Instead twitter accepted his bid knowing full well that the deal will fall through (and pocket 1B in the process).
elon is on the hook for 33 bil as long as twitter can secure the debt financing for the rest. elon's options here are bankruptcy or buying twitter if he can't find some other way out
Bankruptcy? I understand people dislike Elon's antics and that they got worse lately, but I feel like the sentiment online overshot.
He's liquidated nearly $10B for this deal already, has a remaining ~125B in Tesla stock and ~55B in SpaceX, plus a long list of billionaire partners for this M&A. I bet he has a few more options than going "bankwupt".
The thought may be titillating some, but it's wishful thinking.
The issue isn't bankruptcy, it's that Elon has funded his billionaire lifestyle by mortgaging his Tesla stock, and may face one or more margin calls depending on (a) whether Tesla stock falls below $625/share and (b) how much Tesla stock he is required to pledge as collateral or liquidate to finance his personal portion of the purchase price.
Additionally, as CEO of Tesla there are limitations on his ability to pledge his shares of Tesla stock. It's unlikely that he's anywhere close to that threshold, but that is something he needs to watch for.
Also, Musk cannot pledge or sell his SpaceX shares without prior government approval, as doing so would violate a number of requirements related to SpaceX's government contracts.
$625/share as the margin call level? As I understand it there are some documents saying how many shares he has on margin, but nothing about the triggers.
As CEO of Tesla there are limitations on his ability to pledge his shares of Tesla stock? What limitations? I thought his limit was "number of shares he held"
Musk cannot pledge or sell his SpaceX shares without prior government approval, as doing so would violate a number of requirements related to SpaceX's government contracts? What clauses in what contracts? There may be clauses that prevent him from transacting shares to non-US citizens, but in general?
$625 is an approximate number based on Matt Levine's reporting. It's not a fixed number; it is based in part on how many shares Musk has leveraged to fund his lifestyle. As the number is from last year and Musk has sold some stock since then and leveraged more stock, it's very likely the number has changed but nobody has done an in-depth analysis recently.
Yes, as CEO of a publicly traded company there are limitations on his ability to pledge his shares of that company's stock, and that limit is far less than "number of shares held." This is not a legal requirement; it is a de facto requirement relating to eligibility for the S&P 500 and of corporate governance requirements by many public pension funds and other large investors to buy a company's stock.
His Tesla collateral with Morgan Stanley was dropped two weeks ago (granted he has/had to come up with another $6B as I recall). But the issue I was replying directly to was a call to bankruptcy, I'm not claiming he can't be financially burned by this deal (seems pricey in the first place for a clown car that landed in a gold mine [1], especially in the macro context), I just don't see the path to bankruptcy specifically.
i don't think he's bankrupt (or close). i just mean as long as he has the assets he's bound by the terms of the deal to turn them over. if everything else goes right with the deal and he has the assets he has to turn them over
I remember doing some consulting with a medium sized porn site in the early 90's and they were selling to another company. One of my tasks was to generate fake traffic logs to make it appear that the company had alot more traffic than in reality, so as to get a higher sale price. So, knowing this is how the industry works in general, I would be highly suspect about any claims made by some web site about their traffic, and as a matter of fact I would want a right to inspect, prior to the sale, for myself, to make my own determination about real traffic numbers from the inside. When buying a house, the buyer has a right to inspect period, and its ironic that this same right to inspect does not generally apply to sale of businesses, when the sale price (and risk) is many orders of magnitude higher.
Musk has been very explicit, both in public statements before the sale and in the final contract he signed, that he doesn't care about this.
It's only after the price of both Tesla and Twitter fell significantly that he suddenly became very concerned about the number of bots (a matter which he had been claiming is false in Twitter's filings for years before signing the contract to buy Twitter without further investigations).
My comment was not talking about Musk specifically, it was talking generally about the idea of trusting the seller, whether it be of a house or a company, that their numbers are indeed truth. It's one thing to buy a house for $100K and let the seller tell you that there is no problems, its another thing to buy a company for billions of dollars and let the seller tell you there are no problems. And as my comment explains, its fairly simple for the seller of a company to make up a bunch of fake traffic to bump up the sales price. It's nice to be able to do the research yourself, although a lot of companies don't like/want you doing this kind of investigation. The kind of investigation I am talking about is a deep dive via shell access to servers/routers in a thorough, true manner and can be performed by an independent auditing company like one of the big five accounting firms.
I think the disagreement is over whether this type of auditing could have been done before signing the contract to acquire Twitter - and in general, my understanding is that yes, Musk (or any other buyer) could have asked for such an audit before agreeing to buy the company for billions of dollars; and that often, that does happen, even if it is not always publicly discussed.
So when he gets the data, he becomes a data controller, so we need to submit a GDPR request so that we can have him delete our data and also find out if Twitter has been deleting Twitter accounts in accordance with GDPR laws or not.
Will that help him find the bots though or will he just find a Bacofoil Tent Roasted Turkey masquerading as a Tesla Cyber Truck?
Anyway, anyone know what address we need to use to submit a GDPR request as this is him personally, not Tesla or any other entity, ie personal wealth so does anyone know his home address so I can submit a GDPR request in person?
Five percent isn’t a needle in a haystack. If you gave me 20 tweets from 20 accounts, would I be able to spot the one that’s a bot? Maybe?
If you gave me 100, could I spot the 5 that are bots? If you gave a team of paralegals a pile of 10k random accounts that are actively writing content, could they find the 500 that are supposedly bots?
Perhaps I’ve answered my own question: the bot accounts that get people hot under the collar are the ones that simply like and retweet, without ever posting any unique content?
This whole spectacle is becoming a bit of a circus of late. I feel it's a nice distraction, but it's detracting from coverage of other serious topics. Ah well.
Well all said and done things just did not go the way Musk had predicted and though it is too early to say if twitter current CEO Parag Agarwal have outsmarted Musk or not , there is no doubt Musk has proved he is not as smart as he projects himself to be.
What if he gets the whole data dump and then backs out of the deal? Does he now have kompromat on all the politicians who had the app on the phone tracking their location and more?
I want Twitter to embrace its true identity as a platform for rich people / companies to broadcast their brand to the masses.
If you have > 2,000 followers, you pay $0.01 per 10,000 followers per tweet. At current follower counts, Elon Musk pays $97/tweet. CNN pays $58. McDonalds pays $4.50.
Pay the same amount to reply to a tweet/thread of an account with that many followers.
Bot problem solved. No need for an ad platform, ad targeting, etc.
The whole thing is just paid ads.
The point is that this is how Twitter already works: it's 99% a platform for rich people, companies, and big journalists to broadcast their opinions. Sure, there is some minor amount of "the masses" voicing their opinion, but it's marginal. And more importantly, the vast, vast majority of Twitter's users never tweet, and only look at tweets from the initial group.
The poster is saying - why keep up this charade of being a social media platform at all, worrying about bots harassing your ad-viewers and so on? Why not embrace how the platform is already going, and get more direct monetization from those looking to broadcast?
If you want to see platforms for voicing opinions of the masses, Facebook and Reddit are doing much better at that, witch much more organic conversation and interaction.
Twitter didn't bluff. They qualified the 5% by saying it may be wrong because it's difficult to quantify, and offered Musk to run his own metrics before signing the deal, which he refused.
Musk is in this case - not always - a troll (he even said, early on, he was going into 'goblin mode' or something like that). The primary aim of trolls is to disrupt and gain attention as much as possible, not to accomplish anything. Accomplishments undermine trolling; they complete something; they are constructive or anti-disruptive; they end the trolling. From that perspective, if the deal went smoothly and quickly, it would be a failure; if it concludes, its value is lost. The troll would want to drag this out as long as possible, with as many disruptive and attention-getting events as possible. The deal is a vehicle for trolling.
Would Musk risk $40 billion on it? Would you be surprised if he thought he was smart enough to play this highest-stakes poker game and get away with it? If he relished it?
Was it like $1B for him to back out - I can't recall. But in any case, that's a way better deal to walk away than sink $40B into something worth $20B.
Maybe this whole thing was a way to show everyone it was worthless and now he's going to spend $1B on getting out of the deal and another $1B in starting a Twitter clone.
No. The $1B breakup fee is only applicable if the deal falls apart for very specific reasons (trouble getting financing, regulatory concerns, etc).
Musk cannot just wake up one morning, decide to not buy Twitter, and pay the breakup fee. He has already agreed to buy Twitter and cannot back out.
That is why the bot issue is so important. If Musk can prove that Twitter made false claims to the SEC, he is allowed to get out of the deal. But if not, he must buy Twitter
As I said in a previous thread, if this were true, the stock price would be higher. Options premiums would be much higher. They are not. The market already knows: he is not buying Twitter for 54.20.
Market is not always rational. Also it could take years and years for the deal to go through. It would require Twitter to sue musk and everyone to come to some kind of settlement. That settlement would likely be less than the price but not much less. Maybe a few percent less.
It is also Musk. People know he's insane so that is an additional hit to the price. They know he'll do anything to get out of the deal. Doesn't mean he will.
True. I am not sure I really believe that. I think that is why the price is lower. My head knows the deal should go through - but I also know crazier things have happened.
Most folks are basing their opinions off the standard business acquisition contracts, which include limited exit opportunities for the buyer.
Several of these contracts have even gone to court, so their typical clauses are public knowledge (including the verdicts), even if the specifics are not.
EDIT: The actual contract is public (which makes sense, Twitter is public; a deal to buy would also be public). I have posted it in a sibling contract.
No, the agreement does not provide that Musk can withdraw from the agreement based on Twitter's (mis)representations to the SEC, as that is something that would have been covered by due diligence...which Musk waived.
And indeed, Musk's own letter to the SEC confirms that his sole reason for seeking the data is that it relates to his ability to acquire financing for the deal.
NAL - what happens if Musk just refuses to do it and never sends the money? Can Twitter get a court order to garnish Musk's bank account and/or assets for $40B?
I'm NAL either, but most lawyers speaking on this, with knowledge of the clauses thrown into these contracts speculate that he'd be taken to court for breach of contract.
IIRC, previous acquisitions that were attempted to be weaseled out of were forced to go through by the courts, when the acquisitor's finances weren't the issue.
EDIT: Ooh, the contract is public. Guess that makes sense, as it's a public company. Relevant to this, but section 8.1.d is the stanza relevant to this discussion. And the Act I definitions does define the "parent termination fee" at $1B.
Eventually, yes - if they get a judgement against him and he doesn't pay, they can get an order to do that kind of thing. Same way the court system usually works.
> The Merger Agreement also provides that Twitter, on one hand, or Parent and Acquisition Sub, on the other hand, may specifically enforce the obligations under the Merger Agreement, except that Twitter may only cause Mr. Musk’s equity financing commitment to be funded in circumstances where the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the debt and margin loan financing is funded or available. As described above, if the conditions to Parent’s and Acquisition Sub’s obligations to complete the Merger are satisfied and Parent fails to consummate the Merger as required pursuant to the Merger Agreement, including because the equity, debt and/or margin loan financing is not funded, Parent will be required to pay Twitter a termination fee of $1.0 billion.
Ugh, yes, nobody is disputing that. The comment I replied to was using the common, but incorrect, understanding of that to be like a fee that musk would have to pay to cancel the deal, which is pointed out as being an incorrect understanding (and which the text that you quoted also points out is an incorrect understanding). Like, of course, if we just change the meaning of words, then things stated in response to those words may be incorrect.
Correct. It is not a cancellation fee. Musk cannot cancel the contract, only a court can make that determination after concluding that Musk is unable to finance the deal.
I am not a lawyer so I am quite curious as to how that plays out.
Assuming he has it, could the courts force him to sell $40B in assets?
> Assuming he has it, could the courts force him to sell $40B in assets?
In principal, courts could either order him to complete the buyout (specific performance) or make those injured by his failure to do so whole (money damages). If they chose the former and he continued to fail to do so, he could be punished for contempt of court, either civil contempt (including, e.g., progressive fines and/or imprisonment until and unless he complied) or criminal contempt (fines or imprisonment of a set amount of period.)
The fee is to be payed by Musk if the deal falls through for a few soecific reasons: either his financing falls through or a few other conditions (for example, USA blocks the deal).
Doesn't seem fair to shareholders to initiate a buyout procedure that doesn't go anywhere - there is a significant cost to the company because of the pending offer. The same can't be said for the party that initiated the offer. So, the party that initiates the offer also has to include the chance of regulatory action blocking the deal in their estimates, and decide if paying $1B in that contingency is worth. Musk certainly did, or else he wouldn't have signed the contract.
For example, in the case of this acquisition, it seems almost impossible for the government to step in - so, the expected value (in the probability theory sense) of the downside is close to 0.
That's another weird thing - if Twitter frustrated him so much, he could've put $10m into each of 10 crack teams trying to supplant Twitter. With a warchest, it would have to be beatable; it's hardly a perfect platform. Given enough money, you could pay a lot of top creators to switch platforms and encourage their followers to move with them.
Trump was able to win election for president in the US, one of the most powerful positions in the world. Is that not the ultimate example of a billionaire coming out "on top"?
>Is that not the ultimate example of a billionaire coming out "on top"?
If you want to pretend the end of his term and everything afterwards never happened, sure. But as of now, he's the ultimate example of spectacular failure despite his resources. He is still a billionaire, though. I suppose it depends on where you decide the top is.
I dunno. It's quite clear that while he may never be president again, there's absolutely no way he's going to A) end up in jail or B) lose a significant amount of his wealth.
That's exactly the "coming out on top" the original comment was referring to.
I'm not sure what you mean - of course the end of his term happened, we elect presidents for 4 years in the US, were you expecting him to become a dictator or something?
Are you referring to the fact he lost the most recent election? He did pretty good in my opinion, especially considering now notably unpopular he was in his first term. And his opponent got the most votes ever in history (and he was number 2!)
I was not a fan of the man, certainly didn’t vote for him, but there is little doubt that the man is still immensely popular and frankly feared by the democrats because of his popularity and the decline in popularity of President Biden.
I assume the person you're responding to is referring to the fact that Trump lost and ended up inciting an insurrection against the federal government in an attempt to prevent his opponent from taking power.
It's not failure. The guy went from being a joke target game show host to POTUS. If you ask the Democrats and establishment Republicans, he was the most important President in recent history (although they view this negatively.) The fallout from his election snowballed to the level that it's threatening a world war, and he's the obvious favorite for the next presidency. It's not failure.
It seems that there is a level of eternal embarrassment the media, doubters, etc have felt since when they failed to stop the Trump presidency in 2016.
They made sure that they covered and did anything they could to stop him getting re-elected in 2020 which after losing lead to Jan 6th. Even after the acquittal, he is yet again still talked about running once again and did not run into another war.
I would have expected the media, and editors to have ignored him by now, but the fact they are finding it difficult to do so tells us that they are taking his possiblity of re-election seriously such that they know he could do it again.
Not from your perspective or mine. But Trump retains a lot of power, controlling one of the two major parties, the leading news organization, a large movement, and plenty of assets.
1. Given Jack's level of support for Elon, does anyone think he doesn't already know _exactly_ where the skeletons are buried?
2. It seems entirely unreasonable to assume that Elon doesn't want to own Twitter, or that he tried to buy it on a lark and changed his mind. If your premise is that Elon did want to own Twitter a few weeks ago and doesn't want to own Twitter now you should rethink your opinion.
There is nothing unreasonable here, it's perfectly understandable. Stock market crashed, which means the proposed buying price for Twitter is now too high, PLUS Tesla stock is less valuable which means he has to use a lot more to get funding. It up debatable whether he wants out of the deal completely or just want to negotiate for a lower price though.
It seems like people want to see Musk suffer and so exaggerate the real "burden" put on him with this.
500e6/(24 * 60 * 60)~= 6k tweets per seconds. It's not nothing, but not that hard to handle either.
> it will take Musk considerable time to do an analysis of bots on Twitter, a task requiring a team of researchers who will need to laboriously construct software to review the tweets.
...is just not true. A few engineers can bring up infra to first filter & sample the firehose, and then store only what they need.
EDIT: I'd candidly love to know how what I'm saying is completely off base, if downvoters wouldn't mind educating me.
6,000 tweets per second is a lot of tweets for a team of humans to analyze. Twitter employs dozens of people to analyze flagged tweets, and they can only handle (relatively) small samples of each day's data.
It's not something Musk can do algorithmically or through brute force data analysis, because that sort of superficial analysis would be very inferior to Twitter's very involved process, and Musk would have to demonstrate that the algorithm that he or his team came up with on short notice is more accurate than the process Twitter has been using for several years. Which isn't going to happen. See: pretty much every Musk "first principles" claim ever.
Musk will need to hire a lot of people to do this job, but he can't just drag in SpaceX and Tesla employees to do this for him, since he would be (rightfully) sued by the other shareholders of these companies for abusing/misuing company resources. Also, Musk is pretty well known as a horrible boss that likes to badmouth his employees. It's going to be very difficult for him to assemble a team of qualified people to handle this task for him, especially in the time frame he has.
You got downvoted for doing the programmer thing of thinking that a very difficult problem can be trivially solved with some light programming, and completely ignoring that people who actually deal with this sort of thing for a living think that this is a very large and difficult task that will take a great deal of effort by a great many people.
This is silly. Musk will produce evidence that a material fraction of tweets are fake. Everybody knows it's actually true, and even if his evidence isn't as compelling as advertised, it will still probably achieve what he wants -- which is the ability to force Twitter to negotiate a lower price.
That is actually completely irrelevant to this conversation. The important part for Twitter's revenue, and the part they include in their financial statements, is about how many tweet reads are fake - that is what advertisers care about, since they don't pay per tweet, they pay per impression. That's what the 5% official estimate is about - how many Twitter readers are actually bots? This can't be estimated from tweet text regardless of how well you analyze it (especially since the overwhelming majority of tweeter users never send a single tweet).
Even if 100% of all tweets were generated by bots, as long as real people come to Twitter to read them and occasionally click on ads that Twitter shows them, Twitter's revenue is secured.
Who would trust Musk's evidence if he can't even estimate the volume of tweet data required to determine which users are bots? He lost this round and will have to find another way to get Twitter to lower the price (which is unlikely at this point).
I'm not so sure about that given how quickly they rolled over for his initial offer, with hardly any attempt to negotiate. It's hard to say why they did, but popular opinion is a reasonable explanation.
Now I think Elon has been acting in extremely bad faith throughout this process and I hope Twitter sticks to their guns, but I don't have a lot of faith.
It was a fairly large premium and it waived due diligence and had a $1B termination fee. I don't think the board expected Elon to sign the offer, it was very biased in Twitter's favor. But I think Elon was feeling much too impressed with himself and took the bait.
Yeah, I don't understand why people think this is still in the "dealmaking" phase. Twitter got Musk to agree to a certain price. The deal is done. Either Musk buys Twitter at the agreed price, or he's forced to admit he's not rich to buy Twitter and hands Twitter $1B in penalties.
unless I'm missing something it seems pretty cut and dry.
Musk relied on the truthfulness of the quarterly filings by Twitter, which included claims that less than 5% of tweets were fake.
If Musk can demonstrate that this is grotesquely false (which he probably can do, since it is obvious that at least 20% of tweets are fake), then he has a case against Twitter.
Musk made them an offer with contingencies. If they're not providing data to meet the contingencies, they're defaulting for whatever reason, including possibly that they misrepresented their product. If they do provide data, and the contingencies aren't met, there is no deal, as they misrepresented their product. If they provide data, and the contingencies are met, Musk would be in default to not close. There is chance Musk was bluffing, but it seems likely the other way around. I don't know how it could be that Twitter would think Musk wouldn't check to verify what he was purchasing. Seems a huge waste of time.
I suspect that Musk was willing to purchase Twitter if legitimate, and knew if Twitter was fraudulent, this process would shed light on it. If the deal is void due to Twitter misrepresenting itself, Musk can invest in a legitimate venture instead.
I don't see a whole lot of reason for speculation. The deal will close, or it will not. Chances are, Musk wasn't kidding when he made the offer, which means if it doesn't close, Twitter misrepresented itself.
Musk pretty much waived all contingencies, the contract is public and easily viewed, that's why twitter was willing to agree so quickly in the first place.
You pretty much have everything backwards. Musk has requested for almost no contingencies, even opting out of due diligence. The only contingency is Twitter not committing fraud in their filings with the SEC.
Their filing on active users are extremely narrow in their claims - the only way they could realistically be shown to be fraudulent is by discovering in internal emails that they were crafted to deceive; otherwise, they are very specifically saying that the 5% number they give is only an estimate and that it involves a judgment call in how it was decided. So if you find some way of calculating bots and come up with 20%, that still doesn't mean they misrepresented the numbers: they never claimed 5% is a precise number, just their judgment based on some sampling they did.
Futhermore, even if the number is found to be a lie, that still wouldn't mean they materially lied to the SEC - you still have to then prove that this impacted their revenue projections significantly (apparently the standard is "at least by 40%"), which comes with even bigger burdens of proof. You would have to show that Twitter's clients (advertisers, mostly) were relying on the reported numbers to decide if they were getting a good deal, and that they would significantly change the price/number of ads on Twitter based on this difference. This in itself is unlikely, as these companies have their own metrics for judging whether an ad was effective, and in the many years Twitter's official bot estimates have stayed the same, they would have had time to notice if their revenue from advertising on Twitter was worth it.
Even worse, Musk has been claiming that Twitter's reported bot numbers are much lower than reality for many years before he made the offer to buy Twitter, so his belief can't have materially impacted his willingness to buy. He even publically talked about cleaning up Twitter of it's bot problems as a specific target after the acquisition. These public statements will again significantly affect any claim that Musk makes that any new information he finds on the number of Twitter bots would have impacted his decision to sign the contract if it had been disclosed before hand.
Finally, note that the information he asked Twitter to provide (access to tweets) has almost nothing to do with the discussion about revenue, as Twitter's revenue comes from users reading tweets, not writing them. The 5% number is about users who request the Twitter feed and receive ads, but are in fact bots and thus can't buy products. This is completely uncorrelated to the number of bots and other fake accounts who might be posting tweets, as there are no ads in the tweet posting pages.
In short, if Musk analyzes the data he received now from Twitter and discovers that 100% of all tweets are actually made by bots, it will not make one iota of a difference to his obligation of paying the $44B he singed on. Twitter makes no claims to the SEC about the number of real VS fake users posting tweets, and this number has no direct impact on revenue. The only claims by Twitter are that by their own internal process and judgment, up to 5% of monetizable daily users are bots, and this can only refer to users reading tweets, not posting them, based on how Twitter works.
1. Musk is talking about percent of daily active users that are bots, but Twitter's SEC filings refer to the percent of monetizable users that are bots, i.e., users that actually get shown ads. There is no way for Elon to produce a comparable figure from the firehose data
2. Even if he could, the firehose doesn't contain the sort of PII you would need to determine whether a user be a bot.
3. But even if it did, none of this matters. He can get out of the deal only if he proves the error would cause a material adverse effect on the company, which is an extremely high bar that is basically never met and would certainly not be met due to an erroneous estimate in a SEC filing.