Twitter’s biggest accusations against Musk in its lawsuit

Musk initially said taking Twitter private would help purge spam from the platform in a way that would otherwise be impractical, the company noted in its complaint. The filing includes images of Musk’s tweets to show he was well aware of spam accounts on Twitter, like one from April when he wrote, “If our twitter bid succeeds, we will defeat the spam bots or die trying!”

Twitter claims that Musk only began demanding proof spam was not a serious issue on the platform once the market declined.

Twitter also claims Musk is acting in bad faith in part by allegedly falsely asserting that closing the deal “depends on the results of his fishing expedition and his ability to secure debt financing.”

Twitter claims Musk willingly offered and agreed to terms that were “as he touted, ‘seller friendly.'”

“There is no financing contingency and no diligence condition,” the company wrote in the complaint. “The deal is backed by airtight debt and equity commitments. Musk has personally committed $33.5 billion.”

Musk’s lawyer claimed Twitter’s recent layoffs could be considered a breach of the contract for deviating from the ordinary course of business.

But Twitter claims it had negotiated a right to hire and fire employees as it saw fit without Musk’s consultation. Musk had allegedly sought to prevent Twitter from hiring or firing employees at the level of vice president or above, but Twitter said it successfully got rid of that provision before the agreement was signed.

Twitter said there were few closing conditions in the contract. The agreement required a majority vote of Twitter’s stockholders, regulatory approvals and no material adverse effects continuing at the time of closing.

Twitter claims that any inaccuracy in its financial reports with the Securities and Exchange Commission doesn’t excuse it from closing unless it can be considered materially adverse. Twitter said that would not include situations impacting the market broadly or other social media companies. It also claims Musk-controlled entities affirmed they’d conducted a review of the company to their satisfaction prior to the agreement.

Twitter points to the agreement’s information sharing provisions that require it to provide “reasonable access” to information to Musk. But the company emphasized that information must be requested for a “reasonable business purpose related to the consummation of the transactions contemplated by this Agreement.”

Twitter also noted it would be allowed to decline a request if it reasonably determined complying could cause it competitive harm if the deal didn’t close or would violate laws like those around privacy.