Originally posted by ursus arctos
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The first judicial test of Musk's bullshit doesn't go well for him
https://twitter.com/Phil_Lewis_/status/1549436140511444994?t=BEln66PgP_aBF9gnNrm1aw&s=19
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Yet another attack on his free speech. Now he's no longer allowed to say "I want to buy twitter and this is how much I'll pay for it and here's my signature confirming that" without the fascist woke state trying to impose on him.
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It is actually quite complicated, but the Wiki does a good job.
https://en.m.wikipedia.org/wiki/Dela...rt_of_Chancery
A key factor is the state's willingness to preserve English structures after the Revolution.
Its prominence in corporate law is a function of the state's absolute dedication to encouraging firms to incorporate there.
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I read that piece. The part I don't understand is why no other state has successfully moved in on some of their turf by offering the same benefits.
It seems like it might be inconvenient for Big Corporate Lawyers from New York. They'd probably have to take the train. PHL is about 40 minutes away.
I assumed it was all in Wilmington, but the website says the CoC has a location in each county seat (there are only three).
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There's a tremendous first mover advantage.
What corporations want from corporate law is relative certainty as to what the rules are, and Delaware did a very good job of establishing and maintaining those rules first. Being very corporation-friendly was also not a vote winner in many more popular states during the 19th and early 20th century.
But some states have followed a similar path. South Dakota attracted all of the major credit card companies by being the first state to get rid of its usury laws, for instance. And as that was copied by others, they went big into trust structures that prevented the discovery of owners and beneficiaries. The size of their banking sector remains completely disproportionate to their population.
Quite a few New York firms have Delaware offices, and we all have very close relationships with Delaware lawyers. Both of the lead firms in this case are based in New York.
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I would be surprised if you had.
Alternative states of incorporation are generally the result of a) very old history (the NRA in New York), b) political pressure generally tied to public investment or favourable regulation or c) exploitation of very specific state laws (like the South Dakota trusts).
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Originally posted by ursus arctos View PostHuh?
Wachtell didn't represent Twitter in the acquisition and is not known for making false statements in court
Nor do they get into business with clients' commercial counterparties
Sorry, the “they” I meant to refer to is Twitter itself, not their representation. They should have foreseen that Musk might try to weasel out of this. Or perhaps they did and thought it was still worth the cost and hassle.
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No. Securities law (so public M&A) is fundamentally designed to not let someone with enough money or power to pull this shit.
Elon has Nelson, Carl, T.Boone and others to thank for the fact that his form of being a twat is going to get him in a very difficult spot.
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He might not have any facts or the law on his side, but they still should have known that he might try if he couldn’t come up with the money.
But if he can’t come up with the money but has to buy it anyway, then wouldn’t that just saddle the company with debt?
Can he just pay a billion to walk away? Could he get a partner?
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