Technology

Even among the company’s attackers, Elon Musk was a salad thief

The history of mergers and acquisitions is full of brutal corporate attacks, wars of words and people trying to harden each other.

T. Boone Pickens, the oil tycoon who rallied throughout the 1980s, took a small stake in the energy company, attacking the management and forcing the company to sell. Carl Icahn, an activist investor, has amassed company shares and threatened to fire their board if they do not agree to an agreement. And Robert Campeau, a Canadian real estate investor known for his engineering acquisitions, has no fear of taking legal action against a company trying to hinder his progress.

But despite those cutthroat tactics, the world of deals has never seen a buyer like Elon Musk.

In the weeks since Musk, the world’s richest man, signed a worthwhile deal With $ 44 billion to buy Twitter social media service, he canceled a deal deal. Usually, when two parties agree to negotiate a acquisition, they spend weeks discussing the finances and hitting the details. The protests took place mainly behind closed doors, in meeting rooms and at reputable law firms. And investment banks.

But Musk has given up due to the Twitter deal, according to Musk. Filed under law. Since then, he has openly criticized Twitter services – on Twitter, naturally – attacking some of its top executives and releasing tweets mocking the company’s board. And there are memes and a emoji poopHe appears to be trying to renegotiate the price of the deal on social media.

In essence, Musk, 50, turned what was largely a friendly deal into hostile possession after the fact. His actions have left Twitter, regulators, banks and lawyers confused about what he might do next and whether the blockbuster deal will succeed. And Mr. Musk has made the company’s recent attackers look weird by comparison.

“Elon Musk plays in his own gray area – you can almost speak in your own rules,” said Robert Wolf, former chairman of the U.S.-based UBS Bank of Switzerland. “This is definitely a new way of doing things,” he said.

Mr. Musk did not respond to a request for comment.

On Thursday, a Twitter executive said at a corporate meeting that Musk’s acquisition was a step forward and that they would not renegotiate it, according to two participants who spoke on condition of anonymity. Earlier this week, the company’s board also announced, “We intend to close the transaction and enforce the merger agreement.”

Twitter’s board has argued that it has a high legal right to agree. In addition to the $ 1 billion cancellation fee, the deal with Musk includes “specific terms,” ​​which give Twitter the right to sue him and force him to complete or pay off the deal, as long as he has the debt. corralled remains intact.

“He has signed a binding agreement,” Edward Rock, a professor of corporate management at New York University Law School, told Musk. “If these agreements are not enforceable, that would be a problem for every other agreement that exists.”

Twitter did not respond to a request for comment.

Musk has already tightened some of its borders. The Federal Trade Commission is looking into whether the billionaire violated disclosure rules by notifying the agency that he had amassed a large share on Twitter earlier this year, a source familiar with the inquiry said. Investors will normally have to notify the antitrust regulator of a large share purchase to give a government official 30 days to review the transaction for breach of competition.

The FTC declined to comment. The Information, a technology news website, has previously reported on the FTC’s interest in Musk.

The traditional mercenary company buyers have been around for decades. Jay Gould, a thief in the late 19th century who helped build the US rail network, financed a deal partly with his accumulated wealth through his Wall Street gambling. He included dead railways and was known for planting rumors in the press.

Gould, one of his biographers, Edward Renehan Jr., was the “Ocean of the Edge” who “was able to raise some out-of-air capital and take control of the company with just a few dollars reflected in the Treasury.

In the same decade, Campeau used the trade to build a retail empire that included Bloomingdale and Abraham. & Straus, which eventually fell under the debt he owed them. Enemy attacks still erupt – private equity firms – using the no-holds-barred tenure strategy mentioned in the 1989 book “Barbarians at the Gate,” about the private equity firm KKR and the acquisition of RJR Nabisco.

In recent years, it is not uncommon for agreements to be dropped or renegotiated. After Sallie Mae, the student loan giant, sold itself in 2007 to a group of financial companies for $ 25 billion, a credit crunch ensued and new laws threatened its finances. The buyer tried to settle the matter, the insult flew away, and the attempt failed.

That same year, a $ 6.5 billion deal by Apollo Global Management – combining the chemical company it owned, Hexion, with rival, Huntsman – cratered as Huntsman’s earnings plummeted and each party sued. In 2016, telecom giant Verizon slashed its $ 4.5 billion price tag for Yahoo’s Internet business after Yahoo revealed it had been hit by a major security breach.

But in many of those deals, the actual “negative material change” – whether it was a financial crisis or a security breach – was behind the price change or the end of the purchase. That is not the case now with Twitter and Musk, where no clear factor has been assigned for Attempts to modify the contours of the agreement. (Musk, who has been vocal about the number of bots on Twitter, said he doubted the legitimacy of the company’s public filing.)

Musk seems to be free to do as he pleases with the agreement, in part because of his wealth. Your special personal, with a net worth of about $ 210 billion and that makes him Ignore the economics of the deal. And unlike private equity firms, he does not buy several public companies a year, making it less important to present himself closely.

While Musk is accountable to shareholders in other companies he operates – including the publicly traded Tesla automaker – those shareholders generally invest in his efforts because he is an innovator, not because he is an agreement maker.

Ann Lipton, a professor of corporate governance at Tulane Law School, said many of the things that led to mergers and acquisitions at the border were “reputation penalties.” But Musk noted, “I do not care about reputational sanctions.”

And what leaves everyone guessing.

Mike Isaac And Cecilia Kang Contribution reporting.

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