Deal certainty is pretty much the key issue in public company acquisition agreements. The conditions are usually limited to things like receipt of required regulatory approvals (all but one of which has been obtained here), the shareholder vote in favor of the transaction (which will occur as soon as the SEC signs off on Twitter’s proxy filing, and which will receive the support of the vast majority of Twitter stockholders) or the absence of a “material adverse effect” (term of art) on the acquired business. Barring a material breach of the agreement by Twitter (of which there’s currently no public evidence), things have to go very, very wrong for a buyer to be able to walk.
And in any event, this won’t take a couple years to resolve. Delaware chancery court decides issues like these on very, very quick timeframes. That’s why so many corporations are formed there - it’s not a tax dodge or a way to hide ownership, like you sometimes see suggested in the media. It’s because there’s a robust body of corporate common law, well developed corporate statutes and an judiciary that’s world class in adjudicating commercial disputes.
Given Musk’s staggering bad faith at all stages of this transaction, it’s going to be interesting to see how that plays into the chancellor’s ruling (assuming it doesn’t settle beforehand, but if I’m Twitter, I’m taking my chances at trial unless and until there’s a ten-figure settlement on the table).
Elon is claiming this. Twitter is denying it. It will be decided by a judge in a few years.
Given Twitter's ethics I already have a prediction for the outcome but ultimately it's for the judge in the end.