Why judges might balk at forcing Musk to buy Twitter

“Forcing Musk to buy something he doesn’t want? He’s the richest guy in the world, he might just shut it off,” said Adam Sieff, a lawyer specializing in tech issues at Davis Wright Tremaine. “And that’s not necessarily in the public interest.”

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Back when the deal was finalized in April, many legal observers highlighted a $1 billion walkaway fee included in the merger agreement between Musk and Twitter. But before Friday, less attention was paid to a clause allowing the parties to seek “specific performance” if either tries to back out. The legal term means Twitter can sue to enforce the contract in its entirety — and Ann Lipton, a professor of business law at Tulane University, said a judge could require Musk to take ownership of the platform as promised.

“Delaware courts have ordered reluctant buyers to go through with mergers before,” Lipton said.

There are many ways a miffed Musk could sabotage Twitter, from pulling the plug outright to loosening its moderation policies until it becomes unusable. Lipton said judges may weigh those possibilities — and their potential political consequences — before they stick Musk with the full bill.

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