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  • I have to say that in this case it sounds like Elon Musk has a point. If his court filings are to be believed:

    In the middle of the board's final October 27 meeting, former Twitter general counsel Sean Edgett sent the chart of fees that the Twitter board was meeting to approve. Upon seeing the magnitude of the fees being presented for the board's approval, one former Twitter director immediately exclaimed in an email reply to Edgett:

    O

    My

    Freaking

    God

    Despite any initial shock, Twitter's lame duck board members voted to approve Wachtell's excessive and unconscionable fee.

    Immediately following the Twitter board's rubber-stamp approval, [Chief Legal Officer Vijaya] Gadde signed Wachtell's letter agreement. Then, to ensure that the eleventh-hour fee payment went through before the Musk Parties (Twitter's new owners) could learn about the massive gift included in that fee, Edgett expedited the wire payment on the invoice for the balance ($84,294,962.97) of the $90 million total fee that Wachtell had submitted to Twitter the day before. Twitter's $84 million wire to Wachtell was posted only ten minutes before Gadde and Edgett were terminated upon the closing of the merger.

    • It seems like they fulfilled their legal obligation as the legal counsel for Twitter. “The bulk of the $84.3 million paid to Wachtell on October 27 was allegedly a "success fee" for forcing Musk to close the deal.”

      I see no problem with this, a lot of lawyers work on contingency. If the contract stipulated the amounts above the $18 MM in previously owed invoices, they should be paid. Elon’s not happy about the Twitter deal and isn’t exactly known for paying bills that are contractually obligated, so this sounds like he’s trying to claw back as much cash as possible from his dumb Twitter takeover.

      • So, I don't think there's enough information in this article to determine one way or another. It could have been a pre-arranged agreement where the lawyers were getting a huge payday because they were proposing to accomplish a difficult and massively lucrative outcome. In which case, fair play. It could also however have been that the fee schedule was wholly unreasonable and the managers of the company agreed to it basically because it wasn't their money, and only after it had become solidly settled that it wasn't their money.

        Just because Elon Musk is a non-bill-payer and POS in many other respects doesn't mean he's automatically lying when he claims it was the second one. I genuinely don't know one way or another.

10 comments