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We already know how this story ends — Elon Musk purchased Twitter — but the meandering path to the finalized deal was quite the journey. An article in the Financial Times does a post mortem on the deal. Now, for those who followed along in real time, lots of it is familiar: building marijuana references into the deal, his nearly immediate buyer’s remorse and backing out of the deal, the devastating complaint Twitter quickly filed against Musk, the Delaware court battle that cut repeatedly against Musk, before agreeing — again — to buy Twitter for the full price.
But there’s one reveal that’s fascinating, particularly for those who follow the mechanics of Biglaw life. When Twitter, and their attorneys at Wachtell Lipton, filed suit they came out swinging using Musk’s own words — and emojis — against him:
Twitter had been preparing for Musk to renege on the deal since he started hinting that he was having second thoughts and had been quietly gearing up for litigation, hiring Wachtell Lipton in June. The firm drafted a potential lawsuit against Musk.
Four days after Musk’s termination letter, Twitter sued him in the Delaware Court of Chancery, seeking to force him to close at the $54.20 deal price.
The filing contained screenshots of Musk’s own tweets, including a poo emoji sent to Agrawal, and accused him of repeatedly breaching the non-disparagement clause in the merger contract. Twitter said Musk simply wanted to walk away because of the crash in tech stocks.
“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,” Twitter said at the time.
But interpreting emojis and memes isn’t taught at law school (at least not when partners went), so they had to lean on associates:
Even for veteran dealmakers, Musk’s unorthodox Twitter takeover broke new ground as the sides engaged in a fierce legal battle. At Twitter’s law firm, Wachtell Lipton, junior lawyers became “meme-splainers” to their senior colleagues, deciphering Musk’s esoteric Internet postings and finding ways to use some of them—including an emoji of a pile of poo—against him.
Now that’s a time entry I’d love to see — .8 draft email to senior partner re: poop emoji.
Kathryn Rubino is a Senior Editor at Above the Law, host of The Jabot podcast, and co-host of Thinking Like A Lawyer. AtL tipsters are the best, so please connect with her. Feel free to email her with any tips, questions, or comments and follow her on Twitter (@Kathryn1).
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