Musk threatens to walk away from Twitter deal over high fake user count

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  • Reply 21 of 47
    Marvin said:
    hodar said:
    How are fraudulent SEC filings by Twitter, somehow Musk's fault?  All Musk did was read the forms, and calculate a value based on the reported number of Active Subscribers.

    Seems that Twitter is the one that not only misrepresented themselves, but also committed fraud to both stockholders, as well as advertisers.  I would expect to see a class action lawsuit from stockholders, as well as advertisers, who made business decisions, based upon what is supposed to be accurate data.

    Secondly, fraud in vitiates EVERYTHING.  If you agree to buy a house that you are told in writing, is 4,000 sq-ft.  You have the architectural drawings on file (analogy with the SEC filings), you have the Realtor's Contract in hand - and it all says 4,000 sq-ft; but you find out that it's actually much less than 4,000 sq-ft - how is it that somehow this is your fault?  How would it be that you are still required to purchase a contract, that was presented to you, fraudulently?  How would you be liable for the Down Payment you made?

    Simply said - you would not.  You would be entitled to all of  your money back; and the seller would be on the hook for your time, costs and efforts.  The Realtor would likely be investigated for a breach of ethics (if they exist).  Twitter is the one who lied, Twitter is the one that filed false SEC claims.  Seems pretty clear cut.
    There is no evidence that Twitter filed a false claim other than Elon Musk saying they did. He isn’t a particularly reliable source of information. 
    Twitter stated in their earnings report that their mDAU (monetizable daily active users) that are spam are below 5%:

    https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/947c0c34-ca90-4099-b328-a6062adf110f.pdf

    "our metrics may be impacted by our information quality efforts, which are our overall efforts to reduce malicious activity on the service, inclusive of spam, malicious automation, and fake accounts. For example, there are a number of false or spam accounts in existence on our platform. We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the fourth quarter of 2021 represented fewer than 5% of our mDAU during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter. In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated."

    Elon Musk said Twitter assesses this by checking 100 accounts:

    https://www.cnbc.com/2022/05/14/elon-musk-has-wrong-approach-to-count-fakes-spam-on-twitter-experts.html

    ""I picked 100 as the sample size number, because that is what Twitter uses to calculate <5% fake/spam/duplicate."
    Twitter declined to comment when asked if his description of its methodology was accurate."

    If it was inaccurate, they could have easily confirmed. When similar tests have been done by others, the amount was higher around 15-20% and as much as 40% for high profile users.

    If their mDAU count is highly based on bots then if they were removed, it would cause a significant drop in ad revenue (billions) so it's an important measure to know accurately when someone has a business plan to remove them. The problem is if they knew which accounts were spam/bots, they'd presumably be able to ban them already. The CEO said it's not as simple as determining automation because some people are hired to post spam-like content so they are humans but are misusing the platform.

    All Twitter has to do is apply the methodology for checking fake accounts to a larger sample size and have it audited by a 3rd party.
    All those ifs are doing the heaving lifting for you. Good luck with that. 
    OferwilliamlondonAlex1N
  • Reply 22 of 47
    DAalsethDAalseth Posts: 2,220member
    I thought on day one that this was Musk trying to do a bit of stock manipulation to earn some cash. 
    If he walks away I would not be surprised at all.

    OferwilliamlondonsconosciutoAlex1N
  • Reply 23 of 47
    MadbumMadbum Posts: 159member
    lkrupp said:
    If the deal falls through I think the SEC would have a good case of fraud to bring against Musk. Looking like this was all theatre from the get-go.
    Not they won’t. SEC ? Lol, like those idiots can even walk straight just like the rest of this high inflation government

    Elon likely won’t even have to pay the break up fee of 1 billion because he has Twitter by the balls with this fake user thing. Twitter was in breach first by filing 5 percent of users are fake but then admitted on their last earnings (after Musk made bid) that their fake users are way more.

    if Anything, Musk may have a legal case vs Twitter.
    edited May 17 williamlondonentropysJWSCAlex1Nmaciekskontaktmaximara
  • Reply 24 of 47
    hodar said:
    How are fraudulent SEC filings by Twitter, somehow Musk's fault?  All Musk did was read the forms, and calculate a value based on the reported number of Active Subscribers.

    Seems that Twitter is the one that not only misrepresented themselves, but also committed fraud to both stockholders, as well as advertisers.  I would expect to see a class action lawsuit from stockholders, as well as advertisers, who made business decisions, based upon what is supposed to be accurate data.

    Secondly, fraud in vitiates EVERYTHING.  If you agree to buy a house that you are told in writing, is 4,000 sq-ft.  You have the architectural drawings on file (analogy with the SEC filings), you have the Realtor's Contract in hand - and it all says 4,000 sq-ft; but you find out that it's actually much less than 4,000 sq-ft - how is it that somehow this is your fault?  How would it be that you are still required to purchase a contract, that was presented to you, fraudulently?  How would you be liable for the Down Payment you made?

    Simply said - you would not.  You would be entitled to all of  your money back; and the seller would be on the hook for your time, costs and efforts.  The Realtor would likely be investigated for a breach of ethics (if they exist).  Twitter is the one who lied, Twitter is the one that filed false SEC claims.  Seems pretty clear cut.
    Does the SEC require Twitter to report the number of fake accounts? Traditionally businesses have financial accounting and managerial accounting. The financial accounting covers what they report to their shareholders such as the balance sheet, income statement, statement of cash flows, etc. For financial accounting they have to follow GAAP. In contrast managerial accounting is used for internal purposes and they can do whatever they want there. If they want to count everything in units of ducks for their internal purposes they can. As long as they correctly publish their financial statements according to GAAP and any additional information they are specifically required to provide the SEC they are within the law.
    OferwilliamlondonsconosciutoAlex1NFileMakerFeller
  • Reply 25 of 47
    Elon is one smart and brilliant businessman. He knows what he's doing. 
    williamlondon
  • Reply 26 of 47
    9secondkox29secondkox2 Posts: 1,395member
    Just another reason musk is so successgul and the right guy for the job in running Twitter. 

    The current CEO basically lied to the public and the government to cover them incompetence of he and his pals. No wonder it’s been such a one sided political mess. 

    Musk will likely come back with a high, but still lower offer. 

    A solution IS available however. The current leaders simply have to get off their butts and address the problem they’ve allowed (enabled?) to fester. Don’t lie about it people. Fix it. 

    A sample size of 100 isn’t going to cut it. And where is the proof the sample was random… it’s obvious the whole thing was a purposely misleading lie. Now they’re caught. Let’s see if the current gang has any scruples to admit it and fix it. 
    edited May 17 williamlondon
  • Reply 27 of 47
    9secondkox29secondkox2 Posts: 1,395member
    hodar said:
    “ It's not clear why Musk failed to do due diligence of the service before offering to buy, which should have included an accurate count of fake users”

    Yeah…. His history of being an impulsive jackass certainly doesn’t explain it. 
    Umm, you do your Due Diligence by reviewing the SEC forms (10K statements for each quarter).
    These are publicly available, and are the OFFICIAL STATEMENT of the company's financials, quarterly expenses, costs, debts, plans and forward mission statements.
    They are signed by the CEO and/or the CFO.
    These are the forms that Stock Brokers will analyze to set a stock price target, banks will use to determine loan amounts and percentages, and are a base for taxes.  These forms are generally "audited" by a 3rd party, before release.
    They are a big deal. A very, very Big Deal.

    That's why Elon had a $1 Billion Deposit, so he couldn't walk away.
    However, fraud in vitiates everything.  Twitter lied by overstating the actual user base, and instead of the bots being <5% as Twitter claimed, two separate 3rd party audits showed that bots were greater than 19.2% (about 400% higher than claimed).  That's serious, very, very serious.
    So, now come the law suits

    Elon was defrauded, Twitter lied to him, they lied to the SEC.  Oxley-Sarbanes Act sets up some very severe prison sentences for all involved for this.
    So, Elon could walk away, or negotiate a much lower puchase price; due to this fraud
    next, we have the stockholders, who will recieve far less share value, because Twitter committed fraud
    Finally, we have the advertisers, who overpaid for advertizing, as the consumer base they thought they were reaching, did not exist.

    yes, this is catetrophic.
    Two things:

    1. You haven't read Twitter's SEC filings as you have failed to accurate restate what they say. 

    2. You are assuming that 3rd party audits are accurate. 

    Your post are a fantastic example of what confirmation bias looks like. 
    Says the guy who uses new info that contradicts his beliefs - to confirm his beliefs. Wow. 
    williamlondonentropysJWSC
  • Reply 28 of 47
    maximaramaximara Posts: 407member
    mike fix said:
    I thought Felon Musk was going to put an end to the fake users himself?  

    Just another grift. 


    What in the world is this nonsense?  Musk's price was based on Twitter's numbers being "real" and the SEC's job to check if what is being claimed is real.  As "Sources: SEC Didn’t Keep a Close Watch on Enron" shows "The agency (SEC) relies mostly on private-sector accountants, investors and even the news media to bring serious problems to its attention."
    williamlondon9secondkox2
  • Reply 29 of 47
    DAalsethDAalseth Posts: 2,220member
    maximara said:
    mike fix said:
    I thought Felon Musk was going to put an end to the fake users himself?  

    Just another grift. 


    What in the world is this nonsense?  Musk's price was based on Twitter's numbers being "real" and the SEC's job to check if what is being claimed is real.  As "Sources: SEC Didn’t Keep a Close Watch on Enron" shows "The agency (SEC) relies mostly on private-sector accountants, investors and even the news media to bring serious problems to its attention."
    That’s making the assumption that Musk was ever actually planning to buy Twitter, and that it wasn’t just another stock manipulation grift.
    williamlondon9secondkox2sconosciutoAlex1NBeats
  • Reply 30 of 47
    When Musk announced he was going to buy Twitter for $44B I figured there was about as much likelihood as that happening as pigs flying, hell freezing over, or us ever seeing t_ump's taxes.
    9secondkox2sconosciuto
  • Reply 31 of 47
    I was planning on buying the Cybertruck when it came out, not because I care about driving an electric vehicle but only because I want a vehicle that the paint doesn’t need to be maintained. But he is starting to come off to me as a flake and it makes me start to wonder if this is how Tesla is run.
    9secondkox2sconosciutoBeats
  • Reply 32 of 47
    DAalseth said:
    maximara said:
    mike fix said:
    I thought Felon Musk was going to put an end to the fake users himself?  

    Just another grift. 


    What in the world is this nonsense?  Musk's price was based on Twitter's numbers being "real" and the SEC's job to check if what is being claimed is real.  As "Sources: SEC Didn’t Keep a Close Watch on Enron" shows "The agency (SEC) relies mostly on private-sector accountants, investors and even the news media to bring serious problems to its attention."
    That’s making the assumption that Musk was ever actually planning to buy Twitter, and that it wasn’t just another stock manipulation grift.
    Twitter board accepted his offer. For this to happen, Musk is required to put some money down. He cannot just walk away free. 
    Alex1NFileMakerFeller
  • Reply 33 of 47
    Elon is one smart and brilliant businessman. He knows what he's doing. 
    does he, though?  what makes this so fascinating to watch is that this might be the one that knocks him down. buying twitter is a bad idea... for him it's a really bad idea
    Dell Buys EMC for $67 Billion
    Avago Acquires Broadcom for $37 Billion
    AMD Acquires Xilinx for $35 Billion
    IBM's Blockbuster $34 Billion Deal for Red Hat
    SoftBank Buys ARM for $31.4 Billion
    Salesforce Buys Slack for $27.7 Billion
    Microsoft Buys LinkedIn for $26.2 Billion
    T-Mobile Acquires Sprint for $26 Billion
    HP's Infamous $25 Billion Deal for Compaq
    Facebook Snags WhatsApp for $22 Billion

    these are hi-tech deals.. do any of these look like basically a single individual buying something for fun and distraction?  *that's a rhetorical question, btw...*

    I hope.. sincerely.. that he's using this to get out of the deal and he can go back to the lofty ideals of Tesla, SpaceX, Boring Company, Neuralink, Hyperloop, etc etc. instead of trying to do.... whatever the frig this is supposed to be.  Free Speech?  GTFOH.  Seriously.

    edited May 17 sconosciuto9secondkox2
  • Reply 34 of 47
    9secondkox29secondkox2 Posts: 1,395member
    I was planning on buying the Cybertruck when it came out, not because I care about driving an electric vehicle but only because I want a vehicle that the paint doesn’t need to be maintained. But he is starting to come off to me as a flake and it makes me start to wonder if this is how Tesla is run.
    It’s been selling vehicles for 12 years now against all odds. The current administration has actually been recommending people buy Tesla’s - until Elon threatened to make a favorite discussion platform much more neutral. The state of Texas wanted Tesla business so badly, it cleared major hurdles to expedite the construction of the new headquarters. So it’s safe to say Tesla is run pretty dang well - as is Spacex, which has come to NASA’s rescue multiple times - and Starlink - recently featured preventing the state controlled media from being the only voice heard between Russia/Ukraine and the world. 

    But if you want to use a business man’s gift for getting to the bottom of things against him, that’s your prerogative. 

    Using your logic, but without the anti-musk precondition, it’s axtually more sensible to note that since all of his companies are run so well in spite of being novel at inception and seemingly only possible in science fiction, yet have proven very useful in the daily lives of mankind — this guy really knows what he’s doing and is getting to the bottom of things. New information requires new strategy. Would be irresponsible otherwise. Twitter is obviously in terrible shape. We just did know until one guy had the guts to sift through the wreckage. That’s the guy who will right the ship. Just like he has with his other companies. 
    edited May 17 JWSCFileMakerFeller
  • Reply 35 of 47
    tyler82tyler82 Posts: 1,010member
    https://www.theonion.com/please-like-me-1848674003

    ”Please Like Me”
    -A Commentary By Elon Musk
    sconosciuto9secondkox2
  • Reply 36 of 47
    maciekskontaktmaciekskontakt Posts: 1,150member
    lkrupp said:
    If the deal falls through I think the SEC would have a good case of fraud to bring against Musk. Looking like this was all theatre from the get-go.
    You are as clueless as it gets. No it won't. Once you educate yourself on SEC regulations call me. I spent last 20 years in financial investment banking IT mostly on regulatory side. I suggest you watch Apple as it is more likely to breach regulations than Musk if it still wants to become credit card processor and issuer. That is PCI DSS regulation violation and Apple legal team should know that better.

    Investor can do these things. Period No discussion.
    sconosciuto9secondkox2crowley
  • Reply 37 of 47
    9secondkox29secondkox2 Posts: 1,395member
    And… now Project Veritas videos are out. Twitter is a serious mess of the worst ideologies on the planet as well as an irresponsible business culture. Who knew? 

    Well, actually everyone hypothesized it, but now we actually know. 

    No wonder Musk has been vetting everything. Just being around those people feels sleazy. He had to know something was up and wanted to see them clean up after themselves. Not just give them money for a broken company. Make them clean it up and walk into a much healthier place. Probably needs to fire most of the engineers and all of the leadership. The whole leadership culture is toxic. 


    edited May 18 Beats
  • Reply 38 of 47
    9secondkox29secondkox2 Posts: 1,395member
    Elon is one smart and brilliant businessman. He knows what he's doing. 
    does he, though?  what makes this so fascinating to watch is that this might be the one that knocks him down. buying twitter is a bad idea... for him it's a really bad idea
    Dell Buys EMC for $67 Billion
    Avago Acquires Broadcom for $37 Billion
    AMD Acquires Xilinx for $35 Billion
    IBM's Blockbuster $34 Billion Deal for Red Hat
    SoftBank Buys ARM for $31.4 Billion
    Salesforce Buys Slack for $27.7 Billion
    Microsoft Buys LinkedIn for $26.2 Billion
    T-Mobile Acquires Sprint for $26 Billion
    HP's Infamous $25 Billion Deal for Compaq
    Facebook Snags WhatsApp for $22 Billion

    these are hi-tech deals.. do any of these look like basically a single individual buying something for fun and distraction?  *that's a rhetorical question, btw...*

    I hope.. sincerely.. that he's using this to get out of the deal and he can go back to the lofty ideals of Tesla, SpaceX, Boring Company, Neuralink, Hyperloop, etc etc. instead of trying to do.... whatever the frig this is supposed to be.  Free Speech?  GTFOH.  Seriously.

    You miss the point. Fun and distraction?

    It’s easy to misled but the nonchalant air musk puts on. But he’s deadly serious about protecting freedom of speech - something we all should be just as serious about. 

    Twitter, as evidenced by its practices, words of the CEO, and now damming Project Veritas exposure, is an enemy of free speech and freedom in general. 

    You may not be able to accomplish this, but musk is able to be a genius, a monumental success, a fun, cool person, and also dead serious about things that matter on the human rights level. 

    He’s said what this is about and he’s putting his money literally where his mouth is. If you’ve watched his movements with starlink in Ukraine, you’d understand this is not “fun and distraction.” This is about 1. Saving freedom in the USA and 2. Enabling freedom in the world - using Twitter as a free speech platform. His Twitter will definitely be far more fair and open for actual discussion than the current nutcases with handcuffs for anyone who dares have a different worldview. 
    JWSC
  • Reply 39 of 47
    9secondkox29secondkox2 Posts: 1,395member
    DAalseth said:
    maximara said:
    mike fix said:
    I thought Felon Musk was going to put an end to the fake users himself?  

    Just another grift. 


    What in the world is this nonsense?  Musk's price was based on Twitter's numbers being "real" and the SEC's job to check if what is being claimed is real.  As "Sources: SEC Didn’t Keep a Close Watch on Enron" shows "The agency (SEC) relies mostly on private-sector accountants, investors and even the news media to bring serious problems to its attention."
    That’s making the assumption that Musk was ever actually planning to buy Twitter, and that it wasn’t just another stock manipulation grift.
    Twitter board accepted his offer. For this to happen, Musk is required to put some money down. He cannot just walk away free. 
    Two words:

    false pretenses. 

    Or one word: fraud. 

    Twitter lied. Musk doesn’t have to pay a cent if he decides the steaming pile cannot be cleaned up. 

    But he’s said he sees it as a free speech platform for the world potentially. And that’s a lot of motivation. 
    edited May 18 maximara
  • Reply 40 of 47
    Elon is one smart and brilliant businessman. He knows what he's doing. 
    does he, though?  what makes this so fascinating to watch is that this might be the one that knocks him down. buying twitter is a bad idea... for him it's a really bad idea
    Dell Buys EMC for $67 Billion
    Avago Acquires Broadcom for $37 Billion
    AMD Acquires Xilinx for $35 Billion
    IBM's Blockbuster $34 Billion Deal for Red Hat
    SoftBank Buys ARM for $31.4 Billion
    Salesforce Buys Slack for $27.7 Billion
    Microsoft Buys LinkedIn for $26.2 Billion
    T-Mobile Acquires Sprint for $26 Billion
    HP's Infamous $25 Billion Deal for Compaq
    Facebook Snags WhatsApp for $22 Billion

    these are hi-tech deals.. do any of these look like basically a single individual buying something for fun and distraction?  *that's a rhetorical question, btw...*

    I hope.. sincerely.. that he's using this to get out of the deal and he can go back to the lofty ideals of Tesla, SpaceX, Boring Company, Neuralink, Hyperloop, etc etc. instead of trying to do.... whatever the frig this is supposed to be.  Free Speech?  GTFOH.  Seriously.

    You miss the point. Fun and distraction?

    It’s easy to misled but the nonchalant air musk puts on. But he’s deadly serious about protecting freedom of speech - something we all should be just as serious about. 

    Twitter, as evidenced by its practices, words of the CEO, and now damming Project Veritas exposure, is an enemy of free speech and freedom in general. 

    You may not be able to accomplish this, but musk is able to be a genius, a monumental success, a fun, cool person, and also dead serious about things that matter on the human rights level. 

    He’s said what this is about and he’s putting his money literally where his mouth is. If you’ve watched his movements with starlink in Ukraine, you’d understand this is not “fun and distraction.” This is about 1. Saving freedom in the USA and 2. Enabling freedom in the world - using Twitter as a free speech platform. His Twitter will definitely be far more fair and open for actual discussion than the current nutcases with handcuffs for anyone who dares have a different worldview. 
    stopped reading after Project Veritas.  You missed the point.  the rest is blah blah blah.
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