Musk's defeat was self-inflicted: He breached merger contract with Twitter thus could not terminate

Feature Image: HackerNoon’s Midjourney AI, Prompt “self-inflicted wounds”

FACTUAL ALLEGATIONS

VIII. Defendants purport to terminate the merger agreement

D. Having materially breached the merger agreement, defendants are contractually barred from term

137. The merger agreement provides that if defendants are in material breach of their own obligations under the merger agreement, they cannot exercise any termination right they might otherwise have. Ex. 1 § 8.1(d)(i).

138. As set forth above, defendants materially breached their obligation to use their reasonable best efforts to complete the merger, id. § 6.3(a), materially breached the hell-or-high-water covenant requiring them to do all things necessary to consummate and finalize financing, id. § 6.10(a), materially breached their obligation to provide Twitter with information regarding the status of debt financing, id. § 6.10(d), materially breached their obligation to refrain from unreasonably withholding consent to operational decisions, id. § 6.1, materially breached their obligations to seek Twitter consent to public comments about the deal and refrain from disparaging the company or its representatives in Tweets about the merger, id. § 6.8, and materially breached their obligation not to misuse confidential information, id. § 6.4. They therefore cannot terminate the agreement even assuming they otherwise had such a right.