How Twitter employees are reacting to today’s Elon Musk news

It’s Elon Musk vice versa and now he wants to own Twitter again! delightful.

Today let’s talk about the background against which he made this decision, whether it was somehow an incredibly complex effort to make outside of the deal and what beleaguered Twitter employees are saying about it internally.

Was the news surprising? Sure, I guess. Tesla’s billionaire CEO has remained tight-lipped about the announcement for months, sticking to his claim that the amount of bots and spam on the platform should be reason enough for him to back out of the deal. His legal team appeared buoyed by the late appearance of a whistleblower poised to claim that today’s Twitter poses a threat to national securityand amended its case against the company in its third and likely final attempt to stop the $44 billion acquisition.

But this relative consistency is, by and large, an anomaly in the multiverse of madness that is Elon Musk’s feelings about Twitter, Inc.

In those early days of the story, I sometimes wrote here that the unexpected was to be expected when it came to Musk. I have since adjusted my posture to expect nothing from Musk. I’m done with predictions. His leadership style is based on whims and his whims follow no pattern that I can discern. The guy signed a deal, spent months screwing it up, did everything he could think of to get out of it, then one Monday night let Twitter’s lawyers know he wanted to sign it anyway. Anyone who tells you they can draw a straight line through these events is writing fan fiction.

But if I can’t pretend to draw a straight line here, I can at least offer a scatterplot.

First observation: The past week has been a tumultuous time online, even for Musk. On Monday, he tweeted a typically half-baked idea to end Russia’s war on Ukraine, which involved Ukraine unilaterally handing over some of its territory, along with a yes-or-no poll. No won with 59.1% of the vote, which Musk blamed on bots; even more embarrassingly, Ukraine’s ambassador to Germany told him to “screw it”.

Days earlier, Musk also found himself embarrassed by the revelation of various texts sent to him by millionaires and billionaires offering advice, money and other support as he tried to acquire Twitter. I’ll always remember a handful of those texts—starting with Salesforce CEO Marc Benioff texting Musk to say “Twitter a conversational operating system—the town square for your digital life” (???)—but most -importantly, the discovery in the trial has started to backfire on him and his friends.

On the face of it, these events may not be enough to make one spend $44 billion to regain control of the product and narrative. But I wouldn’t bet my life on it.

Second observation: Musk’s legal case was not going well. If you’re looking for the Occam’s Razor explanation for today’s events, this is it. Twitter’s lawyers had written a very good merger agreement and Musk signed it without doing any due diligence. Like most American tech companies, Twitter is based in Delaware, which prides itself on upholding the rule of law and the orderly resolution of merger disputes.

And as Jeff Feeley, Ed Hammond, and Kurt Wagner note BloombergIn various pretrial motions, the Chancery Court judge continued to side with Twitter:

Musk’s legal team sensed that the case was not going well, as Judge Kathaleen St. J. McCormick has repeatedly sided with Twitter in preliminary rulings, according to one person familiar with the matter. Even with the late emergence of a Twitter whistleblower who claimed executives were not forthcoming on security and bots, there were concerns that Musk’s side would not be able to prove a material adverse effect, the legal standard needed to exit the the contract.

What’s more, Twitter just got the right to search Musk’s messages to see if the Twitter whistleblower, Peter “Mudge” Zatko, contacted Musk before trying to back out of the deal, which could has raised some unpleasant new questions for both of them.

In any case, Twitter is suing to force Musk to close the deal; faced with probable defeat – and much inconvenience along the way – he may have decided to capitulate.

But here, too, there is reason to be confused. If Musk had lost, he faced two potential consequences. One is that the judge would have sided with Twitter and forced it to buy the company for $44 billion; however, the other is that she would have sided with Twitter and forced Musk to pay only the $1 billion breakup fee stipulated in the merger agreement.

The latter option may not have been very likely; as Matt Levine explained in July, it would be bad for the business world and the legal system that supports it: “Letting the richest man in the world walk out of a deal for a nominal fee because he’s bored with it undermines the rule of law and foreseeability of merger agreements in Delaware.

But if you’re Elon Musk and you’ve spent months criticizing Twitter executives, policies, bots, security, etc.; and you have lost a significant portion of your personal wealth due to falling markets; and said the falling markets made the $44 billion you offered for Twitter in April seem absurdly high — well, wouldn’t you roll the dice? Doesn’t the chance to save $43 billion justify a few tough weeks in Delaware?

It would be for me! And maybe that’s why I read the letter sent by Musk’s legal team on Twitter with skepticism: the way he wants the court to stop or delay the trial before an agreement is reached; the way it refuses to waive its ability to sue if “Twitter fails or refuses to perform its obligations under the … merger agreement.” (Musk’s team whined endlessly about Twitter refusing to comply with the agreement from the start as a way to delay closing the deal.)

Perhaps this is all a standard legal template. But it seems to me that if Musk was really ready to make the deal, he would have worked with Twitter to release a joint statement indicating that.

How will Twitter react? “We have received the letter from Musk’s parties that they filed with the SEC,” the company told me today. “It is the company’s intention to close the transaction at $54.20 per share.”

Twitter’s intention was always to close at $54.20, of course; if they are to reach a new deal with Musk after all this, they will surely seek new guarantees from their future owner. And how Musk responds to that request, I think, will tell us a lot about how real today’s move is.

As usual, the latest twist in the Musk saga hit Twitter employees the hardest. I’m told many of them were 45 minutes into a three-hour planning session for 2023 when news of Musk’s latest antics appeared on the timeline. The meeting is adjourned, I guess!

On the company’s #stonks Slack channel, one employee was similarly suspicious of Musk’s letter, according to screenshots shared with Platformer. “I don’t see why Elon should offer the deal again,” they wrote. “The original still stands. Just write the check bro.

Another employee summed up the sentiment, saying that employees generally have a low opinion of Musk, and whatever happens next, they’d rather he and Twitter deal with it now.

On Blind, an app where employees discuss their jobs under pseudonyms, a poll asked “what will you miss most after a privatized Twitter?”

“I saw the post and thought ‘lol my job’ then I saw it was a survey option so I took it but now I realize I won’t miss the job I have now,” one employee wrote according to screenshots. “I will and will miss my job in 2019/2020/2021, but I won’t miss my job in 2022.”

“So true,” replied another employee. “Bad as [former Twitter CEO] Jack [Dorsey] was at work (maybe because of it?) Twitter had one of the best cultures / [work-life balance] / benefits in the industry below it. I learned a lot, met some great people, enjoyed the ride, now it’s time to get out of the theme park and let the new owner raze it to the ground and build what they want (metaphorically).”

It is worth noting: more than 700 employees have left Twitter in recent months.

Employees also praised Twitter CEO Parag Agrawal, who has been mostly silent since the legal battle against Musk began but appears to have the upper hand for now. (He’s due $42 million if Musk fires him after he takes over.)

“You just finished the game,” the employee wrote in a post titled “Congratulations Parag.” “You outsmarted Musk, came out unscathed and millions of dollars richer. You’re under 40, have FU money, and your reputation is largely intact. You just earned life. I have to respect that. And to everyone else: Don’t hate the player. I hate the game.”

— Zoe Schiffer contributed reporting to this column.