Musk: Twitter board defrauded the court -- and I own the evidence

(AP Photo/Evan Vucci, File)

“Stay tuned,” Elon Musk tweeted last night. Other than the midterm elections, are we tuned to anything else?

Just days after Musk closed the purchase of Twitter after a brief court battle over alleged fraud in the platform’s metrics, Musk claims he now has evidence to back it up — and to expose Twitter’s former masters:

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In the screenshot, Twitter’s Global Head of Safety & Integrity Yoel Roth suggested that he would imply a Twitter personnel named Amir used “fraudulent metrics” to report objectives and key results (OKRs).

“But also lol if Amir continues to BS me my escalation route is ‘Amir’s OKRs are entirely based on fraudulent metrics and he doesn’t care and may actively be trying to hide the ball,'” the Twitter executive wrote. …

Roth’s comments about “fraudulent metrics” were made in a May 17 message – roughly the same time Musk accused Twitter of being “very suspicious” about its reporting of spam bots.

How did Musk happen to  come across these comments? Maybe Roth himself provided them to the new boss. When Liz Wheeler attacked Roth over his previous criticisms of Donald Trump, Musk defended him as a man of “integrity”:

Why bring this up now? Well, Musk has some very large financial incentives to continue his fight against the Twitter executives he fired on Day One of the New Twitter Era. The New York Times reported yesterday about massive layoffs taking place today at his new company, where half or more employees may soon join Parag Agrawal, Ned Segal, Vijaya Gadde, and Sean Edgett.

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Buried in that report, however, was this tidbit about the quartet’s golden parachutes, which I headlined yesterday:

Mr. Musk also appears unlikely to pay the golden parachutes that the fired top executives of Twitter were set to receive. Under the merger agreement, those executives — including Parag Agrawal, the chief executive — had been set to receive compensation of $20 million to $60 million if they were fired. But Mr. Musk terminated the executives “for cause,” meaning he did it because he alleged he had justification, which may void that agreement, two people with knowledge of the matter said.

Those executives, who also include the former chief financial officer Ned Segal, the former general counsel Sean Edgett, and the former top policy and legal executive Vijaya Gadde, are deliberating their next steps, one person said.

I’m no lawyer, but deliberate fraud in the sale of the company sounds like a fairly substantial “cause.” It might even provide enough cause for Musk to pursue the former shareholders as a class to claw back a significant amount of the purchase price on the basis of fraudulent misrepresentations of the company’s value, although whether that would succeed is anyone’s guess. Musk apparently waived the due diligence phase of the sale that would have allowed him to look before he leapt, and that may indemnify the stockholders in the end.

Does this message really make that case? Not on its own, but it certainly makes Musk’s earlier complaints look more substantial. If Roth is working with Musk — and that seems to be the implication — one has to wonder just how much incriminating evidence Roth may have in his communications. As Twitter’s “Global Head of Safety & Integrity,” Roth would have been very close to the data and discussions around the kind of fraud that Musk was alleging during the deal and in court. And if Roth can show that Agrawal et al deliberately withheld material that should have been produced to the court and/or in discovery, that may make the first rounds in court look like a mere slapfight in the end. And let’s not forget that the SEC may take a very large interest in any allegations of fraud in the sale of a publicly traded company, too; if enough evidence of it emerges, they won’t have much choice but to take an interest.

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Those are, of course, very large ifs. But if I were a stockholder who just got a significant check from the Twitter sale, I’d put it in a savings account. For a little while, anyway.

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