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Twitter Businesses

Elon Musk Notifies Twitter He Is Terminating Deal (cnbc.com) 214

Elon Musk wants to end his deal to buy Twitter, reports CNBC citing a letter sent by a lawyer on his behalf. From the report: In the letter, disclosed in a Securities and Exchange Commission filing, Skadden Arps attorney Mike Ringler charged that "Twitter has not complied with its contractual obligations." Ringler claimed that Twitter did not provide Musk with relevant business information he requested, as Ringler said the contract would require. Musk has previously said he wanted to assess Twitter's claims that about 5% of its monetizable daily active users (mDAUs) are spam accounts.

"Twitter has failed or refused to provide this information," Ringler claimed. "Sometimes Twitter has ignored Mr. Musk's requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information." Ringler also charged in the letter that Twitter breached the merger agreement because it allegedly contains "materially inaccurate representations." This accusation is based on Musk's own preliminary review of spam accounts on Twitter's platform. Twitter has said it's not possible to calculate spam accounts from solely public information and that a team of experts conducts a review to reach the 5% figure.

"While this analysis remains ongoing, all indications suggest that several of Twitter's public disclosures regarding its mDAUs are either false or materially misleading," Ringer alleged. He also claimed Twitter breached its obligations under the agreement to get Musk's consent before changing its ordinary course of business, pointing to recent layoffs at the company. Twitter shares were down about 5% after hours on Friday.
The $44 billion deal was first announced by Twitter on April 25th but was placed "on hold" two weeks later after the social network reported that false or spam accounts comprised less than 5 percent of its 226 million monetizable daily active users, a figure that Musk says the company was not able to prove.

"Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users," Musk tweeted at the time. However, in a follow-up tweet, he added that he was "still committed to [the] acquisition."

Yesterday, Twitter executives told reporters in a briefing that the social network removes more than 1 million spam accounts each day. This raises the question... how many new real accounts does it get each day?

UPDATE: Twitter says it's going to sue Musk for trying to back out of the deal. "The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement," tweeted Twitter's chairman, Bret Taylor, less than an hour after Musk's legal team said he wanted out of the deal in a filing with the Securities and Exchange Commission. "We are confident we will prevail in the Delaware Court of Chancery."
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Elon Musk Notifies Twitter He Is Terminating Deal

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  • Good (Score:2, Informative)

    Twitter is my favorite internet thing. I don't want that guy near it.
  • It was always part of the deal that he could back out -but it will cost him $1 Billion to do so.

    • No the 1 B was only under the case he could not come up with the financing. He could. He is on the hook for the whole 44B.
      • He may be fucked.

        Likely the lawyers will argue that with the changes in the economy he can no longer come up with the financing (either because his holdings are not worth as much and thus cannot be leveraged as previously intended, or because Twitter has lost value and his partners are no longer willing to commit as much money for it.)

        They will also argue that Twitter is not meeting it's end of the contract terms (all the bots bullshit).

        Then they will negotiate some sort of settlement.

        • He's almost certainly fucked.

          Ignore his claims, the facts are publicly available. Specifically: Twitter and Musk's SEC filing regarding Twitter.
          Twitter openly admits their 5% number may be a gross underestimate, but they give the methodology for calculating it. It's very unlikely that is a lie. The methodology may be flawed, but that's buyer beware. That's not their problem.

          After that, he filed that they were in breach for not giving them all the data they used to come up with the number- so they did.
    • by HiThere ( 15173 )

      Depends. If they actually didn't give him accurate information sufficient to let him determine the bot count, then he probably gets out free. As he should. If they did (as they occasionally claim) then he's probably on the hook.

  • I think most folks knew that he wanted out of the deal.
    • Re: (Score:2, Insightful)

      I think most folks knew he wanted out of that deal the second he obligated himself to pursue it by sticking his fucking foot in his mouth.
      Honestly, I'm disappointed in how hard he's trying to make it not his fault. I feel like he could be trying harder.
      • Re:Not surprised (Score:5, Insightful)

        by rudy_wayne ( 414635 ) on Friday July 08, 2022 @06:19PM (#62685980)

        I think most folks knew he wanted out of that deal the second he obligated himself to pursue it by sticking his fucking foot in his mouth.

        Honestly, I'm disappointed in how hard he's trying to make it not his fault. I feel like he could be trying harder.

        It's almost as if ... being rich doesn't automatically make you smart, or less of an asshole.

        • Cult of personality. It's a serious problem.
          • Cult of personality. It's a serious problem.

            Exactly. Muskie's acolytes and minions are having a bad effect on him too. Always a travelling salesman, he appears to be getting more unstable by the day.

            Humans should not be worshipped by other humans - It turns them into monsters.

        • by HiThere ( 15173 )

          In certain ways he is way smarter than I am, or almost anyone else. In other ways he's an idiot. Rather like Steve Jobs.

          I'd hate to work for him, but I've got to admire certain of his projects. If I were buying a car last year it would likely have been a Tesla. If I'd had a decent way to charge it. But I wasn't, and I still wouldn't have a decent way to charge it.

          WRT Twitter...I suspect he *did* have "buyer's remorse", but I also suspect that he was correct when he said they wouldn't give him the info

          • In certain ways he is way smarter than I am, or almost anyone else. In other ways he's an idiot. Rather like Steve Jobs.

            Ya, like in statistical analysis. His methodology for determining that 20%+ of Twitter is bots is high-school level. It's really bad.
            He overestimates his intelligence, and so do his followers.

            I'd hate to work for him, but I've got to admire certain of his projects. If I were buying a car last year it would likely have been a Tesla. If I'd had a decent way to charge it. But I wasn't, and I still wouldn't have a decent way to charge it.

            I agree here whole-heartedly.

            WRT Twitter...I suspect he *did* have "buyer's remorse", but I also suspect that he was correct when he said they wouldn't give him the info he needed to properly evaluate it. So he probably (my estimate) should be allowed to just cancel the deal without penalties.

            The shit quagmire he's gotten himself into is that he made an offer. In order to get out of it without penalties, he needs to prove someone lied.
            The SEC filing that he claims is fraudulent via his high-school analysis literally cannot be wrong. It gives the specifics for how it was calcul

    • At this point, he has two options.

      1) Pay the Billion and move on

      2) Hope that a judge believes that Twitter screwed up numbers. Considering that Twitter admitted to overstating users for years [slashdot.org] and announced it right after they took the offer, he has a leg to stand on.

      After that, he can simply make another offer for less. Sure it (might) cost him 1 Billion Dollars, but if it saves him 10 billion cause they accept a lesser offer...

      • At this point, he has two options.

        1) Pay the Billion and move on

        2) Hope that a judge believes that Twitter screwed up numbers. Considering that Twitter admitted to overstating users for years [slashdot.org] and announced it right after they took the offer, he has a leg to stand on.

        After that, he can simply make another offer for less. Sure it (might) cost him 1 Billion Dollars, but if it saves him 10 billion cause they accept a lesser offer...

        I don't think he has the $1 billion option.

        The breakup fee is in-case outside factors cause the deal to fail [cnbc.com]. I recall some of his financing was from crypto folks, so if they got nailed by the crypto dive maybe that applies, but the $1B is a "sorry, the deal broke on my end" fee, not a "sorry, changed my mind" fee. That's why he's trying to dig in on the bot thing, because he needs a better reason than having come to his senses.

  • Charged (Score:2, Insightful)

    by jmccue ( 834797 )
    I think the SEC should charge him for this, looks to me like blatant stock manipulation. Sure his buddies made out fine.
  • what I said [slashdot.org]. Connecting Tesla to Twitter via a loan, where falling Twitter share price would force him to sell Tesla stock once a margin call is made is ridiculous for all the Tesla investors. Even the very idea of this was idiotic, he is a moron.

  • How have the stock price fared?

  • Hey, to Musk a billion bucks might look like cheap advertising. I'm pretty sure there are lots of Twitter users who never heard of Musk before this fiasco. Now he can try to sell Teslas to all of them!

    • A billion is not cheap for anybody. But the fact is he made his offer right before a big drop in the market. It's not worth even close to his offer now. He's lucky the deal didn't close before the value dropped. I'm a bit surprised they haven't been able to renegotiate for a sale at something closer to the current value.
  • by rsilvergun ( 571051 ) on Friday July 08, 2022 @06:05PM (#62685936)
    in 10 years. I'm too broke to bet on it or I would. I don't think their CEO is really all that clever, he just figured out he could make a ton of money off a government carbon credit program. But now that the big car companies are getting into EVs for real (and not just "compliance cars" if you know what I mean) I don't think this kind of shoddy business practices can compete.

    He's going to waste a ton of money, time and good will on this nonsense. Never mind that his hard right, anti-Union push has not endeared him to the kind of person who is most interested in an EV.

    In a few years there'll be serious competition from Lexus, Acura and BMW and Audi. It'll eat Tesla's lunch. And without the gov't credits to keep him going (which he loses when those car companies don't need to buy credit from him anymore) he isn't profitable.

    I give it 10 years (it's a big company, like a semi truck it takes 3 football fields to stop) and somebody'll buy out the brand. I'm thinking Chrysler. They're good at wasting money.
    • in 10 years. I'm too broke to bet on it or I would. I don't think their CEO is really all that clever, he just figured out he could make a ton of money off a government carbon credit program. But now that the big car companies are getting into EVs for real (and not just "compliance cars" if you know what I mean) I don't think this kind of shoddy business practices can compete...In a few years there'll be serious competition from Lexus, Acura and BMW and Audi. It'll eat Tesla's lunch. And without the gov't credits to keep him going (which he loses when those car companies don't need to buy credit from him anymore) he isn't profitable.

      I'd take that money-free bet. First, politicians are flirting with banning the sale of new ICE cars. With an entry level Model 3 being priced around a well-equipped Toyota Camry, Tesla isn't just a rich kid's toy anymore; they're flirting with econobox territory. They become far more appealing when gas is $7 a gallon, and while Hyundai and GM are certainly going to leverage their manufacturing acumen, Tesla has the head start on batteries.

      Tesla has been flirting with the Powerwall and other things like it. I'd buy a Tesla UPS for server racks in half a heartbeat; even if the car thing doesn't pan out, power storage still has its niche. This is doubly true if Musk can get contracts with commercial wind and solar farms to help provide solutions to even out power distribution. GM and Honda, by comparison, don't have the head start on the electrical side of things.

      Finally, Tesla seems to have a bit of that 'Apple vibe'. Anecdotal as my experience is, everyone I know who has ever owned a Tesla ended up getting a second Tesla to replace it. None of them have gotten an Ioniq or a BMW, so their actual customers seem to really like the product and are willing to give loyalty to the brand in ways that are less becoming of legacy car manufacturers.

      So yeah, Tesla's stock price involves a lot of carbon credits and drama like that, but I do think that the market is such that they'll still be around in 2032. If you want to call this my "less space than a Nomad" moment, it's entirely possible, but I think that Tesla is more likely to replace Musk than to go under.

      • by njvack ( 646524 ) <njvack@wisc.edu> on Friday July 08, 2022 @06:40PM (#62686060)

        I'd take that money-free bet. First, politicians are flirting with banning the sale of new ICE cars. With an entry level Model 3 being priced around a well-equipped Toyota Camry, Tesla isn't just a rich kid's toy anymore; they're flirting with econobox territory.

        A well-equipped Camry isn't an econobox! Both the well-equipped Camry an an entry-level Model 3 are around $40k. If you want an econobox, try a Kia Rio or Hyundai Accent, both of which start under $17k.

        Yes, the Tesla is a nicer car than the Kia or Hyundai (I would suggest that the Camry is probably nicer than the Model 3, but that's a matter of taste), but you could easily buy both the Rio and Accent for the price of one Model 3.

        • by tlhIngan ( 30335 )

          Yes, the Tesla is a nicer car than the Kia or Hyundai (I would suggest that the Camry is probably nicer than the Model 3, but that's a matter of taste), but you could easily buy both the Rio and Accent for the price of one Model 3.

          Until you actually get the Model 3 in person, and find it's full of paint flaws, panel gap issues, the glass is askew, and other annoyances. Sure, they're not critical (other than paint ones, because it can rust), but when you're spending upmarket money on a car, you kind of expec

          • I think that is a fair prediction. They will almost certainly exist, and probably sell more cars than they do now. But only a small proportion of all cars.

            And the share price will become similar to other manufacturers. But it is a good thing that I did not short them long ago, I would have been wiped out several times!

        • You don't get it, do you? With just about every car company launching a new $100,000 luxury SUV, a $40,000 vehicle is an econobox.

          Seriously. Literally half of the new car inventory at my local Ford dealership consists of F-series trucks... and I live in the Boston area, not the midwest.

      • Without the government program. Tesla doesn't make cars Tesla sells carbon credits to other companies who make cars. Every Tesla you see on the road is a byproduct of that government program. Tesla has had exactly one year during which they sold cars at a profit and it was when they could jack up their prices because of severe supply chain issues which prevented the major car companies from meeting demand. Every other year every single profit they have made has come from the government and not from making c
        • by skam240 ( 789197 )

          If they've been able to ride this wave this long why would they fail now because of it? We're just at the emergence of electric cars being the dominant cars on the road. Seems to me Tesla has maneuvered themselves quite well if they've been running on other people's money up until now.

          If the tech proves up to its potential Tesla is due to be in a prime money making spot.

        • It can't be used to fund cars sold outside the US though, can it? There's a huge number of Teslas on UK roads. Can't go for a drive without seeing a number of model 3s and increasingly Ys here.

      • I'm not sure the "Apple vibe" remains now that Elon is so vocally right wing? Competitors in the EV space are increasing fast. Many people who wanted a Tesla no longer want that brand, but they still want an EV.

        If Steve Jobs were seen by the apple left wing rainbow people as a right wing self centered greedy nut, would apple have had the same success? Doubt it.

      • by leonbev ( 111395 )

        What planet are you getting your car prices from? Here on Earth in 2022, a Tesla Model 3 starts at $46,990:

        https://www.tesla.com/model3/d... [tesla.com]

        A high-end Toyota Camry costs around $35,000, and most of them are priced around $29,000. No sane person would consider these two cars to be in the same price bracket.

      • everyone I know who has ever owned a Tesla ended up getting a second Tesla to replace it.

        I would be the exception there - I had a 2018 Model X and now drive an Audi e Tron GT. The new car is much sexier, much quieter, and overall a much more pleasant ride (think suspension).

        However, the Audi software experience is 300% worse, and the lane keeping is not quite as strong, though the other features (eg the Audi adaptive cruise control) are better.

        I like Tesla well enough, and their battery tech is better, but in my early 40s I want luxury and fun, and Tesla only does fun.

    • in 10 years. I'm too broke to bet on it or I would. I don't think their CEO is really all that clever, he just figured out he could make a ton of money off a government carbon credit program. But now that the big car companies are getting into EVs for real (and not just "compliance cars" if you know what I mean) I don't think this kind of shoddy business practices can compete.

      He's going to waste a ton of money, time and good will on this nonsense. Never mind that his hard right, anti-Union push has not endeared him to the kind of person who is most interested in an EV.

      In a few years there'll be serious competition from Lexus, Acura and BMW and Audi. It'll eat Tesla's lunch. And without the gov't credits to keep him going (which he loses when those car companies don't need to buy credit from him anymore) he isn't profitable.

      I give it 10 years (it's a big company, like a semi truck it takes 3 football fields to stop) and somebody'll buy out the brand. I'm thinking Chrysler. They're good at wasting money.

      I don't think that's a good bet.

      Tesla is MASSIVELY overvalued no doubt, but Musk's real talent does seem to be as a "don't take no for an answer" manager.

      They didn't succeed based on carbon credits, they succeeded because Musk was convinced you could make a consumer EV and he raised the team and capital to execute.

      He's not the scientist, that's why he keeps thinking Tesla is about to solve self-driving when their Computer Vision only model is likely a dead end, but it wasn't carbon credits that made them su

    • Re: (Score:2, Insightful)

      What is a "big" car company? Tesla's market cap is higher than Toyota, VW, GM, Ford, Mercedes and BMW put together. That's the value that the market places on these companies but we are to believe you know better?

      Overvalued? Perhaps, but so what? Tesla has 75% share of EV market in the US, which is expected to grow by about 6x in 5 years. Both world and US market share is actually increasing (+4% this year) despite so many new EV cars coming out. He built this company from nothing in less than 20 years beca

    • in 10 years. I'm too broke to bet on it or I would. I don't think their CEO is really all that clever, he just figured out he could make a ton of money off a government carbon credit program. But now that the big car companies are getting into EVs for real (and not just "compliance cars" if you know what I mean) I don't think this kind of shoddy business practices can compete.

      In a few years there'll be serious competition from Lexus, Acura and BMW and Audi. It'll eat Tesla's lunch. And without the gov't credits to keep him going (which he loses when those car companies don't need to buy credit from him anymore) he isn't profitable.

      Tesla is like iPhone. People are not simply buying an EV that happens to run on batteries. They are buying a Tesla which is already profitable even without any credits.

      Personally I wish every company I dislike for one reason or another would do terrible and go out of business yet things never quite seem to work out that way.

  • Captain Bullshit is backing out? I can't believe it! It's like 75% of what he says he's doing/will do is all just for marketing hype.
  • Negotiation tactic? (Score:4, Informative)

    by madsenj37 ( 612413 ) on Friday July 08, 2022 @07:06PM (#62686168)
    At the contracted $54.20 a share for a $44 Billion dollar buyout, we can say that there are roughly 811,808,118 shares. When you times 811,808,118 by $36.81 (TWTR value as of closing today) you get ~$29.88 Billion. That is a $14 billion difference. What is throwing out $1 Billion if you decide to purchase for $10-14 Billion cheaper in next round of negotiation? What is $1 Billion in sunk costs if you were going to throw away another $13 Billion? https://www.npr.org/2022/05/13... [npr.org]
    • by mrsam ( 12205 ) on Friday July 08, 2022 @07:32PM (#62686252) Homepage

      I think something else is going on. Musk is many things, but one thing he's not, is stupid.

      This is pure speculation on my part. It is known that he managed to pull some teeth out of TWTR and Co., and got some raw data in order to, supposedly, validate TWTR's claim that only 5% of their account are spam accounts. I've got a hunch that he managed to get the data analyzed and he believes that the raw data shows that the real number is notably higher, but he's not divulging that, or the data that he believes proves that, and publicly he's just claiming that TWTR's data is incomplete.

      Keep in mind that TWTR dropped that 5% number into their SEC filings. They are on the record. This is the public information they disclosed in their filings. This is what investors -- and advertisers -- supposedly can rely on, to make their investment or advertising decisions. If this is not true -- hoo boy. They say their "experts" concluded, based on their raw data, that the number is 5%. If they're not, lawsuits galore. Both SEC, and all the advertisers. I keep coming back to how Musk was publicly asking, for the last couple of months -- what are the advertisers really getting, for their ad dollars? I don't think it was random musings

      So, what Musk decided to really do is keep, for now, his evidence quiet, but attempt to publicly back out of the deal citing claims that are as vague as TWTR's. He is inviting TWTR to sue him. As soon as they do that he files a countersuit, alleging securities fraud and material misrepresentation. Than he quietly communicates his evidence for that to TWTR. At this point it becomes very, very much in TWTR's interest to settle. Either he'll get them to concede to let Musk "alter the deal, and pray that he doesn't alter it further"; or they'll pay /him/ to walk away with a nice chunk of change for his trouble.

      • I think something else is going on. Musk is many things, but one thing he's not, is stupid.

        Stupid no, overconfident to the point of delusion? Definitely.

        How many years has he been promising that a fully self-driving Tesla is just around the corner.

        This is pure speculation on my part. It is known that he managed to pull some teeth out of TWTR and Co., and got some raw data in order to, supposedly, validate TWTR's claim that only 5% of their account are spam accounts. I've got a hunch that he managed to get the data analyzed and he believes that the raw data shows that the real number is notably higher, but he's not divulging that, or the data that he believes proves that, and publicly he's just claiming that TWTR's data is incomplete.

        IANAL so I don't know if that can jive with the court filing, but the filing seems to say "we think it's more than 5% but we can't prove it with the Twitter data so we think the Twitter data is bad!"

        Keep in mind that TWTR dropped that 5% number into their SEC filings. They are on the record. This is the public information they disclosed in their filings. This is what investors -- and advertisers -- supposedly can rely on, to make their investment or advertising decisions. If this is not true -- hoo boy. They say their "experts" concluded, based on their raw data, that the number is 5%. If they're not, lawsuits galore.

        I suspect the question is whether their internal methodology is defensible.

        Both SEC, and all the advertisers. I keep coming back to how Musk was publicly asking, for the last couple of months -- what are the advertisers really getting, for their ad dollars? I don't think it was random musings

        So, what Musk decided to really do is keep, for now, his evidence quiet, but attempt to publicly back out of the deal citing claims that are as vague as TWTR's. He is inviting TWTR to sue him. As soon as they do that he files a countersuit, alleging securities fraud and material misrepresentation. Than he quietly communicates his evidence for that to TWTR. At this point it becomes very, very much in TWTR's interest to settle. Either he'll get them to concede to let Musk "alter the deal, and pray that he doesn't alter it further"; or they'll pay /him/ to walk away with a nice chunk of change for his trouble.

        Alternately, the moment Musk realized he wanted out he started grasping at straws

        • by godrik ( 1287354 )

          How many years has he been promising that a fully self-driving Tesla is just around the corner.

          I was at GTC in 2013, he said on stage that Tesla cars would be fully autonomous within the next 6 month. Two years after that announcement, it became obvious he was just bullshitting and I stopped believe in anything he said...

      • by ed1park ( 100777 )

        This!

      • So much speculation that based on one single piece of misinformation.

        Twitter has never claimed that 5% of their mDAUs are bots.
        What they claimed in their SEC filing was that by their below described methodology, less than 5% of mDAUs are spam/bots- however, that methodology is imperfect, and the number may be in fact higher.

        This is why the fucking government has not nailed them for securities fraud. Because the fucking government can read.
        Presumably, Musk can too- but he relies on people like you bein
      • Musk is many things, but one thing he's not, is stupid.

        That must explain why he made the bid for Twitter in the first place.

      • I think something else is going on. Musk is many things, but one thing he's not, is stupid.

        Ahhhahahaha.

        Musk's demonstrably an idiot.

        You talk a lot about this 5% spam accounts but Musky's whole thing with purchase was to fix that whole bot problem. So maybe he's just mad that there are too few spam accounts.

  • by slazzy ( 864185 ) on Friday July 08, 2022 @07:19PM (#62686216) Homepage Journal
    Twitter is an almost worthless leftover idea from another age when SMS messages cost a lot of money to send.
    • Twitter is only worth as much as its ability to mold public opinion. If they've been massively overselling the reach that their platform has then it's not worth much to advertisers or potential buyers.

      • by sinij ( 911942 )
        Twitter's cultural influence is what the real value in it. Just think about it, politicians are more afraid of rando Twitter complaints than their constituents, corporations care more about tweets than taking care of actual customers. Yes, all of this is illogical, but it is what it is at least for now.
        • I agree with you that Twitter's cultural influence is what constitutes its actual real-world value, but I fail to see how that translates into Twitter's incredibly high market value or where Twitter's market value comes from generally.
  • by Klaxton ( 609696 ) on Friday July 08, 2022 @09:28PM (#62686508)

    I took an entry-level machine learning course a few years ago. ML requires a lot of data to work with, and in this case we used the raw twitter feed. I hadn't even realized it was publicly available. Hardly anyone sees this in normal circumstances, but I worked with it quite a bit to parse and frame the data so it could be input for various ML utilities.

    The vast majority of tweets were clearly from bots. There was a great deal of rapid-fire repetition and other signs of automation. Many times it was just nonsense. I expect Twitter has monitoring software that scans for this and that's how they boot out "more than 1 million spam accounts each day".

    Not to say that most users are bots, but the traffic stream itself has only a small fraction of human-generated content. It sure put me off, so I can see how Musk might be concerned.

  • I don't care who hits the ground first, all I want to know is that they really both jump.

  • by Camembert ( 2891457 ) on Saturday July 09, 2022 @09:06AM (#62687418)
    He walked back on Twitter to experience the sensation, for the first time in his life, of pulling out.
  • From the "I know he can get the job, but can he do the job?" section of the letter:

    "While Twitter has provided some information, that information has come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors. For example, when Twitter finally provided access to the eight developer “APIs” first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit

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