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  ARM Give a man a fire and he's warm for a day, but set fire to him and he's warm for the rest of his life (Terry Pratchett, Jingo)

Musk sues law firm for overcharging Twitter when Twitter was suing Musk

(2023/07/10)


Elon Musk is suing the lawyers who were representing Twitter when it sued him for trying to abandon his $44 billion takeover offer in 2022. Now the bill is due for suing himself, Musk, as owner of the social media platform, says it is too damn high.

Make sense?

The erstwhile CEO of Twitter, which now goes by "X Corp," filed the [1]complaint [PDF] in the Superior Court of California last week. His wish? To recoup a piece of the $90 million Twitter paid Wall Street law firm Wachtell, Lipton, Rosen & Katz (WLRK) before Musk took over and it became Twitter 2.0. The plaintiff in the suit is X Corp, the corporation, to be clear, but Musk has been de facto owner since the transaction went through taking the listed company private at $54.20 a share – or $44 billion – on October 27 2022.

Cops cuff man for burning Burning Man man [2]READ MORE

X Corp alleges WLRK tried to "fundamentally alter its fee arrangement" in the "twilight of its representation of Twitter" in order to get what it characterizes as an "improper bonus payment in violation of its fiduciary and ethical obligations to its client."

It went on to claim:

Wachtell exploited a corporate client left unprotected by lame duck fiduciaries who had lost their motivation to act in Twitter's best interest pending its imminent sale to Elon Musk and his entities, X Holdings I, Inc. and X Holdings II, Inc.

[3]Tesla ordered to cough up data for Autopilot probe or face heavy fines

[4]From cage fight to page fight: Twitter threatens to sue Meta after Threads app launch

[5]China to Meta: Flattery needed to get you into our VR market

[6]Former Twitter employees accuse it of holding up 891 arbitrations

[7]'We hate what you've done with the place – especially the hate' Australia tells Twitter

X Corp alleges that Wachtell and its litigation department "were at the center of a spending spree" by Twitter's departing executives, whom the suit claims "ran up the tab at Twitter by, among other things, facilitating the improper payment of substantial gifts to preferred law firms like Wachtell on top of the firms' full hourly billings by designating tens of millions of dollars in handouts to the firms as 'success' or 'project' fees."

The complaint goes on to claim that even the board had been surprised at the alleged magnitude of the fees, citing an email from a former Twitter director to general counsel Sean Edgett:

[8]

Click to enlarge

Edgett was one of the [9]first execs to go in Musk's initial purge after taking over.

Musk first agreed to buy Twitter in [10]April last year but then later tried to ditch the deal. By May of 2022 he was saying the company had misled investors and regulators over [11]bot numbers and security . Founder Jack Dorsey had expressed some support for Musk's planned takeover, and in an SEC document [12]filed that month Musk mentioned Dorsey by name, saying he was in talks with the former Twitter boss to add equity to the agreement.

[13]

WLTR's litigators came into the picture when it became clear in [14]June that Musk was losing appetite to close the deal, with Twitter then [15]suing in July to force his hand.

[16]

We have asked the New York law firm for comment, and asked Twitter for its own in the form of a haiku. The latter pooh-poohed our efforts.

The case is X Corp. v. Wachtell, Lipton, Rosen & Katz (CGC-23-607461). ®

[17]

PS: Yes, Elon really did [18]challenge Facebook's Mark Zuckerberg to a schlong-measuring contest. Nothing to do with Meta launching Twitter-rival Threads and getting tens of millions of signups within hours, or not.

Get our [19]Tech Resources



[1] https://regmedia.co.uk/2023/07/10/x_corp_v_wachtell_lipton_rosen_and_katz.pdf

[2] https://www.theregister.com/2007/08/29/burning_man_arrest/

[3] https://www.theregister.com/2023/07/06/nhtsa_tesla_crash_data/

[4] https://www.theregister.com/2023/07/06/twitter_threatens_to_sue_meta/

[5] https://www.theregister.com/2023/07/06/china_zuckerberg_critcism/

[6] https://www.theregister.com/2023/07/05/twitter_arbitrations_lawsuit/

[7] https://www.theregister.com/2023/06/22/australia_demands_twitter_explain_moderation/

[8] https://regmedia.co.uk/2023/07/10/screenshot_x_corp_v_wachtell.png

[9] https://news.bloomberglaw.com/business-and-practice/good-counsel-musk-axes-twitters-conscience-in-executive-purge

[10] https://www.theregister.com/2022/04/25/elon_musk_buys_twitter/

[11] https://www.theregister.com/2022/05/17/elon_musk_twitter_spam_bots/

[12] https://www.theregister.com/2022/05/26/twitter_jack_dorsey/

[13] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_offbeat/legal&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=2&c=2ZKx-h66409qwZ1iR@LXQHAAAAZE&t=ct%3Dns%26unitnum%3D2%26raptor%3Dcondor%26pos%3Dtop%26test%3D0

[14] https://www.theregister.com/2022/06/06/twitter_musk_bots/

[15] https://www.theregister.com/2022/07/12/twitter_vs_musk/

[16] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_offbeat/legal&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=4&c=44ZKx-h66409qwZ1iR@LXQHAAAAZE&t=ct%3Dns%26unitnum%3D4%26raptor%3Dfalcon%26pos%3Dmid%26test%3D0

[17] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_offbeat/legal&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=4&c=44ZKx-h66409qwZ1iR@LXQHAAAAZE&t=ct%3Dns%26unitnum%3D4%26raptor%3Dfalcon%26pos%3Dmid%26test%3D0

[18] https://twitter.com/elonmusk/status/1678222776908275712

[19] https://whitepapers.theregister.com/



Doctor Syntax

And how is he paying the lawyers who are suing the lawyers for him? Upfront?

Arthur the cat

And how is he paying the lawyers who are suing the lawyers for him? Upfront?

Nobody sane would do anything else these days.

DS999

I would think so, after all Trump's lawyers are now requiring payment up front. Even lawyers learn, eventually.

bazza

Probably not. I'm sure he'll be paying afterwards...

Musk seems to be forgetting that, had he any concern over the costs his prevarication might run up for the company, he was in the perfect position to do something about it. All he had to do was close the deal then he'd have had a say in the matter...

I think this explains the delay

Flocke Kroes

It may have taken two or three phone calls to find lawyers who would take such an unwinnable case but it then took several months for Musk to realise nothing would happen until he paid up front.

I'm convinced

Omnipresent

it's all a publicity stunt at this point. The crazier he gets, the more people talk about him, and the more his musketeers fall in love with him. The zuck spats and all. It's all a publicity act for attention.

Re: I'm convinced

Charlie Clark

Yes, a bit like Trump he thrives on publicity. This is a meritless case that ought to get thrown out. In some jurisdictions this can also carry a fine for wasting the court's time but I think US tort law is too screwed. If nothing else, it might make his future lawyer's fees even higher.

Earned Their Pay

gecho

They managed to get Musk to cave and pay full price for Twitter rather than having what they dug up during discovery become public record. I'd say they did a smashing job.

Re: Earned Their Pay

Doctor Syntax

"rather than having what they dug up during discovery become public record"

I'm sure they'll enter that into their defence.

Re: Earned Their Pay

Lis

@gecho

Unfortunately,I have to agree with you they did a smashing job. Too fucking smashing if you ask me.

I understood Twitter had lost most of it's value. I just looked for a laugh. I am shocked, so shocked in fact, that I need voddy.

https://companiesmarketcap.com/twitter/marketcap/

Re: Earned Their Pay

Flocke Kroes

WLRK are high up on the list of the most expensive lawyers in the US. I have confidence they can provide legal evidence that they deserve every cent. The Version 1 Twitter board negotiated them down to a 0.2% commission. I think they got an outstanding deal for Elon and that OMFG expresses surprise at how small the bill was.

The fun bit is that Musk is suing the lawyers - presumably because they have $90M - rather than the previous board who may well not have $90M. What the board do have is an indemnification agreement: if they get sued for their actions on behalf of Twitter, Twitter have to pay their legal costs. That bill would now go to X Corp.

When grown-ups negotiate a hostile takeover they make sure the contract includes consequences for the old leadership if they set fire to the office on the way out. Perhaps someone was in such a rush to buy a shiny new toy that he cut a few corners in the process.

Elon Musk is suing the lawyers who were representing Twitter when it sued him

Howard Sway

And when he loses this case, because Twitter's fiduciary duty to its then shareholders to ensure the deal was closed totally justified them paying top legal dollar to ensure that they got Musk's inflated share offer, he can perhaps sue the lawyers who agreed to represent him to sue the previous lawyers.

And it's not even today's dumbest Musk story, I presume [1]the dick-measuring contest was deemed too pathetic to report.

[1] https://www.theguardian.com/technology/2023/jul/10/elon-musk-mark-zuckerberg-cuck-twitter-threads

Re: Elon Musk is suing the lawyers who were representing Twitter when it sued him

Brewster's Angle Grinder

Nerrr. Too busy pissing themselves with laughter to be able to file copy.

Re: Elon Musk is suing the lawyers who were representing Twitter when it sued him

bazza

Certainly the former shareholders probably see it as the best $90million of Musk's money they ever spent.

He could have said no, all he had to do was close the deal and then he could have stopped the law firm being hired in the first place.

Cut from the same cloth.

nautica

The man is an a**hole. The man is a Trump. The man is a lying, grandstanding, narcissistic sociopath. But I repeat myself. Several times.

Fatal Error?

Franco

I really hope El Reg has not pooh-poohed their pooh-pooh. I'd hate for this place to be shut down because morale was destroyed. By pooh-pooh.

https://www.youtube.com/watch?v=QeF1JO7Ki8E

When is This Guy Going to Get Britney Speared?

Matthew "The Worst Writer on the Internet" Saroff

Seriously, if anyone needed to be placed under conservatorship, it is the Apartheid Era Emerald Mine Heir™.

Schlong Contest

Fruit and Nutcase

In theory, the billionaire members would measure up such that Reg units of Linguine would be a convenient unit to express the length

[1]https://www.theregister.com/Design/page/reg-standards-converter.html#length

[1] https://www.theregister.com/Design/page/reg-standards-converter.html#length

The end of the human race will be that it will eventually die of civilization.
-- Ralph Waldo Emerson