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Twitter’s Legal Team Unleashes on Elon Musk, as it Moves to Force Musk to Complete Takeover Deal

Published

1 year ago

July 13, 2022

Elon Musk Launches Hostile Takeover Bid for Twitter

Well, this is certainly a pointed opening to Twitter’s legal case against Elon Musk, and his attempt to cancel his $44 billion acquisition of the app:

“In April 2022, Elon Musk entered into a binding merger agreement with Twitter, promising to use his best efforts to get the deal done. Now, less than three months later, Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests. Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he – unlike every other party subject to Delaware contract law – is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away.”

Nothing being hidden behind legal jargon there, Twitter is pissed, and they’re now looking to make Elon pay for what he’s done to their stock, their company, their future prospects, etc.

In the latest development in the ongoing Twitter/Musk saga, Twitter has officially launched legal action to counter Musk’s effort to terminate the deal, due to, according to Musk, Twitter’s unwillingness to provide him and his team with adequate data to prove its usage claims, and other elements.

But Twitter says that Musk can’t exit the deal now, and it has a range of examples of bad faith actions and public disclosures on Musk’s part which it says are in violation of the original agreement.

Specifically:

Twitter says that Musk has been acting against the proposed deal since the market started its recent downturn, and has breached the merger agreement repeatedly in the process
Twitter says that Musk has claimed to put the deal ‘on hold’ pending the satisfaction of ‘imaginary conditions’, and has breached his financing efforts obligations in the process
Musk has boasted publicly about violating his non-disclosure obligations under the original contract, both in relation to Twitter’s mDAU metric calculations and other internal data points
Musk has also repeatedly violated his non-disparagement obligation in the contract through public criticism of the company, and has misused confidential information in his public statements about fake accounts and Twitter’s processes.
Twitter says that one of the main reasons Musk cited for buying Twitter was to rid the platform of bots, which Musk is now using as a reason not to buy it. The two stances seem to conflict

In summary, Twitter says that Musk has leveled serious charges, both publicly and through lawyer letters, that Twitter has misled its investors and customers, which has materially damaged the company’s prospects, in violation of the agreed terms of the acquisition. Additionally, Twitter has outlined, in detail, how it’s worked to meet all of Musk’s information requests, beyond what it’s under obligation to do.

Yet, despite, this, Musk is now looking to exit the deal anyway – which, Twitter says, is actually the ultimate plan:

“From the outset, [the] defendants’ information requests were designed to try to tank the deal. Musk’s increasingly outlandish requests reflect not a genuine examination of Twitter’s processes but a litigation-driven campaign to try to create a record of non-cooperation on Twitter’s part. When Twitter nonetheless bent over backwards to address the increasingly burdensome requests, Musk resorted to false assertions that it had not.”

Twitter’s overview is a thorough and scathing assessment of Musk’s actions, which shows that Twitter has been taking notes, and has measured its legal case carefully. In some ways, the submission reads like a list of grievances that Twitter’s been just waiting to air out, and now, with Musk challenging the deal, it has an opportunity to do so.

Which is likely not good – either for Musk or ultimately Twitter itself.

Twitter also makes some interesting revelations about how the Musk push has impacted the company, including this note about employee retention.

“Musk has unreasonably withheld consent to two employee retention programs designed to keep selected top talent during a period of intense uncertainty generated in large part by Musk’s erratic conduct and public disparagement of the company and its personnel […] Employee attrition, meanwhile, has been on the upswing since the signing of the merger agreement.”

Another reason stated by Musk’s team for seeking to exit the deal has been the loss of key executive staff at the company, which materially alters the make-up of the organization. Twitter not only says that this is not part of the original agreement – as it specifically ensured any such provision was left out – but also, as pointed out here, that it has tried to work with Musk to address exactly this either way.

Twitter has also included this description of Musk’s efforts to use its data API to scan for fake accounts:

“Twitter also explained that it had placed “no artificial throttling of rate limits” [on Musk’s access]. In follow-up correspondence, it became clear that the “limit” Musk had bumped up against was not the result of throttling but a default 100,000-per-month limit on the number of queries that could be conducted. With his undisclosed team of data reviewers working behind the scenes, Musk had hit that limit within about two weeks.”

What the heck are Musk and Co. doing there? 10k queries against the data, in two weeks? No idea how they’re trying to find fake and spam accounts, but that seems excessive (Twitter notes that it removed the query cap to enable Musk’s team to continue their analysis).

Overall, what Twitter’s saying here is that it believes Musk has acted in bad faith, and that he’s only seeking to get out of the deal now due to the market downturn, which has impacted his personal wealth, along with overall market performance.

But letting Musk exit now would leave the company in a much worse state:

“Because of defendants’ breaches and the uncertainty they have generated, Twitter faces irreparable harm. Defendants stipulated in the merger agreement that “irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions.”

There’s also this:

“For Musk, it would seem, Twitter, the interests of its stockholders, the transaction Musk agreed to, and the court process to enforce it all constitute an elaborate joke.”

Richest man in the world or not, Twitter’s sick of Musk’s antics, and it clearly has no intention of letting him off the $44 b hook.

Twitter also reiterates that there is no financing contingency and no diligence condition.

“The deal is backed by airtight debt and equity commitments.”

‘Airtight’, which Twitter will be looking to enforce as it seeks to consummate the Musk deal, whether Elon likes it or not.

And again, the ultimate loser here will be Twitter, the company, which continues to lose staff due to uncertainty, and will eventually end up in the hands of someone who really doesn’t want to own it.

That doesn’t seem like the ideal foundation for future success, but that’s where we’re at.

Musk hasn’t provided any detailed response to Twitter’s counter claims as yet, though he did once again post a cryptic tweet following the release.

Whether Musk will actually be laughing at the end of this seems increasingly doubtful.

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Snap On How It Empowered Women’s With AR Storytellling

Published

6 hours ago

December 5, 2023

Entireweb News Bot

Snap On How It Empowered Women’s With AR Storytellling

Snapchat has won the AR/VR category at The Drum Awards for Creativity. Here is the award-winning case study.

In France, like many western countries, public space lacks monuments honouring women. What about empowering Women’s Legacy through Augmented Reality? As a storytelling company, Snap knows that stories have the power to change hearts, minds, and behaviors. Stories create empathy, which can inspire behavior change across Snap and the broader industry. And although our industry is data-driven, we understand numbers are not a substitute for lived experience. The differing lived experience of underrepresented groups can reduce feelings of belonging, which in turn reduces opportunity to realize potential. Snap’s goal in inspiring empathy is to create a shared culture of belonging for all.

To celebrate International Women’s Day, March 8, 2023, Snap’s AR Studio has been honouring 8 emblematic women in 8 major French cities (Paris, Lyon, Marseille, Bordeaux, Lille, Strasbourg, Metz and Nantes) through a unique augmented reality experience: “March 8, 8 women”. “March 8, 8 women” has been a unique opportunity to demonstrate Augmented Reality’s impact in supporting Great National Cause (French president Emmanuel Macron has declared Equity a priority for 2023), while showcasing Snap’s creative and technologic leadership in AR.

While as many women as men have marked the course of history, the vast majority of sculptures in the urban space in France (squares, gardens and streets) honour male characters. Snap’s AR Studio has thus imagined augmented reality statues of women who have left their mark on history in the fields of politics, arts and letters or resistance. These augmented reality statues are installed next to the physical statues of their male counterparts – hence creating a silent dialogue between two historical figures, a male & a female, a physical & a virtual, both having lived in the same era, walked similar fields, achieved close successes.

Each of these 8 virtual statues honours the achievements of the following 8 great women in history and helps to commemorate their contributions to French society:

Simone Veil: Champion of women’s rights, emblem of the 1975 law that legalized abortion, and the first female president of the European Parliament. Her augmented reality statue will be positioned next to the physical one of General Charles de Gaulle on the Champs-Elysées roundabout in Paris.

Simone de Beauvoir: An acclaimed writer and philosopher of the existentialist movement. As an anti-conformist, she advocated for the emancipation of women in her writings, such as her 1949 book The Second Sex, and became one of the pioneers of French feminism in the 20th century. Her augmented reality statue will be placed next to the physical one of 20th century poet and writer Antoine de Saint-Exupéry, at Place Bellecour in Lyon.

Elisabeth Vigée Le Brun: Admitted to the Royal Academy of Painting and Sculpture in 1783 and the official painter to Marie Antoinette, she achieved critical and popular success in the artistic world despite the many obstacles facing female artists of her time. Her augmented reality statue will be placed next to the physical one of 18th century artist Pierre Puget, in the Parc Borély in Marseille.

Françoise de Graffigny: One of the most emblematic female figures of 18th century French literature, best known for her philosophical essay Letters from a Peruvian Woman published in 1747. Her augmented reality statue will be positioned next to the physical one of renown philosopher Montesquieu, at Place des Quinconces in Bordeaux.

Manon Tardon: Figure of the French Resistance and Free France, she was present on May 8, 1945, in Berlin when the surrender of Nazi Germany was signed. Her augmented reality statue will be positioned next to the physical one of World War 2 hero Philippe Leclerc de Hauteclocque, at Square Amiral Halgan in Nantes.

Josephine Baker: An American-born singer, actress, feminist, showgirl, and French resistance fighter, Josephine Baker was a spy for the Free French Forces, an emblem of the Paris of the Roaring Twenties, and an influential figure in the fight against racial segregation. Her augmented reality statue will be placed next to the physical one of resistant fighter Jean Moulin, at Gare Centrale in Metz.

Olympe de Gouges: Principal author of the Declaration of the Rights of Woman and the Citizen published in 1791, she is considered one of the French pioneers of feminism. Her augmented reality statue will be positioned next to the physical one of French Revolution leader Jean-Baptiste Kléber, at Place Kléber in Strasbourg.

Hubertine Auclert: Journalist, feminist activist, and founder of the society Le droit des femmes in 1876, she advocated for women’s economic independence, the right to education, and equality in marriage and divorce. Her augmented reality statue will be positioned next to the physical one of early 20th-century activist Léon Trulin, at Place du Théâtre (not far from the Lille Opera).

“Through this innovative experience installed in 8 cities in France, we want to pay tribute to 8 women who have changed French history and society through their actions, their writings, or their positions. Thanks to Snap’s augmented reality technologies, we were able to celebrate those 8 women by building their statues in the public space by placing them alongside statues of men. By establishing a silent dialogue between these historical figures, our wish is to raise public awareness of the fight for women’s rights.” — Donatien Bozon, AR Studio Director.

To design this outstanding augmented reality experience, AR Studio Paris teamed up with French Women’s Rights advocate and influencer Aude Gogny-Goubert, drew inspiration from academic essays (Women & cities, Presses universitaires François-Rabelais, 2004), and requested the patronage of SnapWomen EMEA, a Snap’s Employee Representative Group supporting Equity. An all-female panel vetted the 8 female historical figures (and their male counterpart), from more than twenty curated candidates.

It took AR Studio Paris and its partners a total of 3 months, from ideation to launch, to create true virtual monument as close to physical ones as possible. 3D artists and producers scrutinized the physical statues in order to develop a virtual counterpart replicating sculpting techniques and materials. AR engineers exploited Snap Inc. proprietary technologies (Location AR, Environment mapping, Surface Tracking…) to bring this augmented reality experience to life.

The AR experience “March 8, 8 Women” has been available since March 8, 2023, sharing, with Paris, Lyon, Marseille, Bordeaux, Lille, Strasbourg, Metz and Nantes citizen and visitors, 8 permanent virtual monument exclusively available on Snapchat… thus building momentum to advocate Equity across France.

Snap believes that augmented reality—digital content overlaid over the real world—represents the next major shift in computing. Like ephemeral messaging and vertical video, Snap also pioneered augmented reality. Today Snap is leading in AR, from a technology, scale, and creator perspective. Snap’s vision for AR is rooted in innovation and stems from our desire to solve problems for our community in a creative way through human-centric design, and the desire to create a more positive reality rather than escape the problems our society faces. As it turns out, Snapchatters love the world around them and the friends and family they share it with, so why not use technology to enhance it for the better?

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An Overview of the Evolving Data Landscape Powering AI, VR, and More [Infographic]

Published

13 hours ago

December 5, 2023

Entireweb News Bot

An Overview of the Evolving Data Landscape Powering AI, VR, and More [Infographic]

While AI and large language models (LLMs) become more commonplace, it’s worth considering the amount of computational power, and data storage, that these systems require to operate.

Demand for high-grade GPUs, for example, is still exceeding demand, as more tech companies and investors look to muscle in, while the big players continue to build on their data center capacity, in order to beat smaller systems out of the market.

That, inevitably, means that control over many of these new processes will eventually fall to those with the most money, and even if you have concerns about next-level computational power being governed by CEOs and corporations, there’s not a heap that you can do about it, as they need an established holding to even get in.

Well, unless a government steps in and seeks to build its own infrastructure in order to facilitate AI development, though that seems unlikely.

And it’s not just AI, with crypto processes, complex analysis, and advanced scientific discovery now largely reliant on a few key providers that have available capacity.

It’s a concern, but essentially, you can expect to see a lot more investment in big data centers and processing facilities over the coming years.

This new overview from Visual Capitalist (for Hive Digital) provides some additional context. Here, the VC team have broken down the current data center landscape, and what we’re going to need to facilitate next-level AI, VR, the metaverse, and more.

It’s an eye-opening summary. You can check out Visual Capitalists’ full overview here.

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