“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.”
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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