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Elon Musk’s Twitter deal forbids him ‘disparaging the company’

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Elon Musk has reached an agreement to buy Twitter for £34.5bn (Brian Lawless/PA) (PA Archive)
Elon Musk has reached an agreement to buy Twitter for £34.5bn (Brian Lawless/PA) (PA Archive)

Elon Musk’s deal to purchase Twitter includes a clause that says he cannot “disparage” the company by tweeting insults about it.

The deal, which was revealed in an US Securities and Exchanges Commission document on Wednesday, details numerous factors in the $44 billion acquisition of the social media company by the Tesla billionaire.

The document states that Elon Musk “shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives.”

Even despite this clause, Mr Musk has engaged with tweets directing ire towards Twitter’s policy, safety lead director and chief legal officer Vijaya Gadde and lawyer Jim Baker. Other accounts have tweeted abuse at the employees.

A Politico story claimed that Ms Gadde, who has been handling sensitive issues at Twitter like harassment and harmful speech, cried during a meeting about how the company could change under Mr Musk’s ownership.

Ms Gadde was described in a tweet as the “top censorship advocate” who “gaslit the world” by right-wing commentator Saagar Enjeti, to which Mr Musk replied: “Suspending the Twitter account of a major news organization for publishing a truthful story was obviously incredibly inappropriate.”

Mr Musk also replied to a post from right-wing commentator Mike Cernovich that accused Mr Baker of “facilitate[ing] fraud”, tweeting: “Sounds pretty bad”.

It is possible that Mr Musk was aware that such a clause was imminent, after deleting a series of critical tweets about Twitter.

Neither Ms Gadde, Mr Musk, nor Twitter responded to The Independent’s request for comment before time of publication.

The social media company’s global head of partners Lara Cohen tweeted: “Color me shocked SHOCKED that people are coming for two of our prominent female executives on day 1 of this thing.”

The agreement also states that public backlash against Elon Musk or Twitter is not a factor to cancel the deal, and Covid-19, a cyberattack, or any unforeseen regulatory changes cannot be used as a get-out either.

Twitter will have to pay Elon Musk $1 billion should it pull out of the deal, and visa versa, and that Twitter has to actively stop looking for other buyers.

However, a potential contender could approach Twitter – at which point they would have to give Mr Musk four days to make a better offer. If Twitter accepts a superior offer from another person or company, they would have to pay the penalty to Mr Musk. Technically, Mr Musk is merging Twitter with another company he owns - three separate holding companies called X Holdings I, II, and III – rather than buying the company outright, which would be regarded as a more hostile approach.

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