A lawsuit filed by a former Twitter shareholder, William Heresniak, against Elon Musk, the multi-billionaire CEO of SpaceX and Tesla, was recently dismissed by US District Judge Charles Breyer, stationed in San Francisco. The case is notable because it focuses on Musk, one of the most high-profile and influential figures in tech and business today.
The decision was given on the pretext that Herseniak was unable to show any quantifiable damages due to the delayed disclosure of Musk’s 9.2% ownership in Twitter. Twitter, the microblogging and social networking service, was publicly traded at the time, and the revelation of Musk’s significant stake was eagerly awaited by the market.
Furthermore, Hercniak could not show any damage to the company’s final sale from the subsequent delay, which occurred six weeks later than initially planned. This period of uncertainty and anticipation undoubtedly created some frustration for shareholders, and this was highlighted in this lawsuit.
According to Reuters, the lawsuit focused primarily on examining Musk’s strategy regarding the acquisition rather than the legality of the deal. This emphasis suggests that the main cause of the controversy was not the financial aspect of the sale, but the way it was handled and communicated to shareholders and the public.
As reported by Yahoo, the lawsuit initiated by Heresniak, which aimed for class action status, argued that Musk suffered significant financial losses by the delay in announcing the acquisition of his Twitter shares. It was alleged that this resulted in a massive loss of $156 million to him and other shareholders. The amount was significant and reflects the high stakes involved in the case.
The lawsuit was filed in May 2022, a month after Twitter accepted Musk’s buyout offer. The long process ended with the final sale of the company in October, a full five months after the lawsuit was filed. This time frame reflects the complexities and potential hurdles involved in such important business deals.
Interestingly, this was not the only lawsuit filed against Musk by a former Twitter shareholder. At least one other lawsuit criticized Musk for waiting several days to announce his ownership of more than 5% of Twitter shares. This is the limit that triggers mandatory disclosures under the securities laws. The delay sparked controversy and sparked widespread concerns about Musk’s acquisition strategy and the implications for other shareholders.
This second lawsuit argued that Musk was able to manipulate the stock price by withholding critical information about his stock purchases. The allegation was that this allowed him to keep the share price artificially low as he had pooled his stake before the buyout deal. This practice, if proven, would have a significant impact on the fairness and transparency of the acquisition process.
In the case, led by Heresniak, the judge also ruled that Musk claimed to enable two of his friends — Jack Dorsey, co-founder and former CEO of Twitter, and Egon Durban, a managing partner at Silver Lake Pvt. There was insufficient evidence to do so. Equality – for breach of their fiduciary duties. Both were on Twitter’s board at the time, and the allegation is that they acted in ways that favored their own interests and those of Musk’s other shareholders.
According to Judge Breyer, Dorsey’s decision to convert his estimated $1 billion of Twitter shares into equity in the new company served a legitimate purpose. The move was said to have worked to reduce the amount Musk would be paid at the end of the deal, misdirecting other shareholders’ funds instead. This interpretation of events paints a picture of a calculated business strategy rather than an unethical or illegal maneuver.
In a court filing on March 3, the allegations made by Heresniak were dismissed as “a disjointed collection of complaints against Elon Musk, many of which are unrelated”. This dismissal is significant in that it emphasizes the court’s stance that Herseniak’s claims appear to lack coherent reasoning. Furthermore, some of these complaints appeared to be irrelevant to the case.
Heresniak launched his legal challenge on May 25, 2022, a month after Twitter accepted Musk’s takeover bid at a price of $54.20 per share. The long negotiation process finally ended with the signing of a formal agreement on 27 October. The drawn-out process speaks to the complex and often complicated nature of such important business transactions.
However, despite the successful completion of the acquisition, Twitter has faced a challenging period following the sale. The social media giant known for its engaged Tweeter user base and monetization of its attention through advertising has struggled to keep up with its advertising revenue.
The struggle points to a shift in larger industry trends and advertising strategies from which even mighty companies like Twitter are not immune.
In an effort to address these challenges and chart a new course for the company, Musk recently announced his plans to hire Linda Yacarino as Twitter’s new CEO. Yacarino, with his extensive experience in the industry, is viewed as the strategic choice to lead the company into its new era.
The selection of a new CEO for Twitter marks a pivotal moment in the company’s journey. As one of the most widely used social media platforms, any change in its leadership is expected to have a significant impact on its direction, operations, and possibly its culture.
After all, this lawsuit represents a landmark event in the high-stakes world of tech acquisitions. Despite the dismissal of the lawsuit, the issues raised regarding disclosure, fairness, and the responsibilities of corporate leaders remain important.
They highlight the complexities of these transactions and the need for clear communication, compliance with the law and ethical conduct.
Finally, while the acquisition of Twitter by Musk has been finalized and the legal challenges dismissed, the case seems to be reopening.
The challenges facing Twitter, as well as the strategies Musk employed in its acquisition and management, will continue to be the subject of interest and scrutiny in the business and tech worlds.
It serves as a reminder of the stakes involved in such transactions and the significant impact they can have on shareholders, employees and users alike.