On Sunday, Sept. 12, Twitter fired back at Elon Musk in response to the tech mogul’s third termination notice to pull out of his purchasing deal with the company. The social media platform deemed the notice out of order, standing in stark contrast against Musk’s counterclaims concerning the company’s supposed misconduct.
Twitter’s objection
According to Twitter, the termination notice was “invalid and wrongful,” saying that the company has “breached none of its representations or obligations under the Agreement,” according to a filing with the Securities and Exchange Commission (SEC).
“As was the case with each of your prior purported terminations, the Musk Parties third purported termination is invalid for the independent reason that Mr. Musk and the other Musk Parties continue to knowingly, intentionally, willfully, and materially breach the Agreement,” Twitter said.
“The Agreement is not terminated, the Bank Debt Commitment Letter and the Equity Commitment Letter remain in effect, and Twitter again demands that Mr. Musk and the other Musk Parties comply with their obligations under the Agreement.”
On Friday, Sept. 16, following Twitter’s severance payment of $7.75 million to its former security chief Peiter “Mudge” Zatko — who serves as Musk’s whistleblower — on June 28, Musk’s legal team argued that the company “did not seek their consent” before making the payment, Fox News reported.
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“This severance payment violated Section 6.1(e) and cannot be cured,” Musk’s legal team wrote in a letter filed with the SEC. “Defendants are thus not required to close under Section 7.2(a) and have an additional basis to terminate the Merger Agreement if the Musk Parties’ termination of the Merger Agreement pursuant to the July 8 Termination Notice and the August 29 Termination Notice is determined to be invalid for any reason.”
Musk’s third termination notice was made as Twitter gets ready to challenge him in the Delaware Court of Chancery beginning on Oct. 17, in an attempt to force him into going through with the $44 billion buyout.
This third notice is backed by claims by “Mudge” regarding Twitter’s “extreme, egregious deficiencies” regarding its cybersecurity issues. He has also called out the company’s “negligence and even complicity” surrounding attempts by foreign governments to “infiltrate, control, exploit, surveil and/or censor the company’s platform, staff and operations.”
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Zatko also claimed that a tweet by Twitter CEO Parag Agrawal about Twitter being “strongly incentivized to detect and remove as much spam as we possibly can, every single day” was “a lie,” adding that the company’s executives are not encouraged to find bots and senior management has no care towards determining the scale of bot accounts, all due to a fear of public shaming.
Following Twitter’s counterattack, Musk claimed that the company misled him about the amount of bot and spam accounts on Twitter, which Twitter claims to be less than five percent of all Twitter’s accounts.
On Tuesday afternoon, Sept. 13, Twitter shareholders attended a special meeting to vote on approving Musk’s deal.
The same morning, Zatko came before the Senate Judiciary Committee to testify in his case. It is expected that lawmakers on the Committee will question Zatko on his claims against Twitter, and will look into Twitter’s alleged misconduct.
The recent discovery that Twitter agreed to give Zatko severance pay of $7.75 million has been met with criticism from Musk, stating that Twitter would not “grant or provide any severance or termination payments or benefits to any Company Service Provider other than the payment of severance amounts or benefits in the ordinary course of business consistent with past practice.”
