Is Elon Musk Actually Going to Buy Twitter? Can He Just Walk Away?
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Is Elon Musk Actually Going to Buy Twitter? Can He Just Walk Away?

Here are Musk’s options should he try to abandon the $61 billion deal.

By Cara Lombardo
Thu, May 19, 2022 10:20amGrey Clock 3 min

There are signs Elon Musk may be getting cold feet a few weeks after he agreed to buy Twitter Inc. for approx. $61 billion.

The billionaire Tesla Inc. chief executive recently tweeted that the deal is “on hold” until he gets more information about the portion of the social-media platform’s users that are spam accounts. Twitter has for years said in filings that it estimates they represent less than 5% of its daily active users, though has cautioned the number could be higher.

This is all happening as technology shares—including those of Tesla, which Mr. Musk is relying on to fund the deal—have been under pressure. Twitter’s board, meanwhile, says it intends to enforce the agreement, which calls for him to pay US$54.20 a share.

Here’s what to know about how things could play out.

Can either side walk away at any time?

Not easily. Both sides signed a merger agreement, a detailed document stipulating exactly what each will do to ensure the agreed-upon deal closes, and what legal rights each has if the other doesn’t hold up its end of the bargain. It is similar to going under contract on a house.

In this case, Mr. Musk was motivated to quickly negotiate a deal, and in doing so, agreed to a contract with several seller-friendly components. For example, he waived the detailed due diligence that buyers typically perform on targets (think of it like skipping a home inspection), and gave Twitter the right to sue him to follow through with the deal, a legal clause known as “specific performance.”

Both sides also agreed to pay each other a US$1 billion breakup fee if they cause the deal not to happen for certain reasons, but specific scenarios must unfold for those to become relevant. Also called termination fees, the penalties are meant to deter parties from breaking agreements and address the inconvenience and cost of a failed deal.

Can Mr. Musk just pay Twitter the $1 billion breakup fee to get out of the deal?

Not necessarily. There are three clear scenarios in which this could happen, and possibly more. If regulators try to block the deal or the debt financing falls through, he would likely have an out. The third is if he can show Twitter has significantly changed for the worse since the deal was agreed upon, under a concept known as a “material adverse effect.”

If Mr. Musk believes Twitter’s accounting of spam accounts was inaccurate when he signed the deal, his lawyers could attempt to litigate that issue in various ways, including as a material adverse effect, or possibly by alleging that Twitter misrepresented information in its filings. It is unclear whether they would succeed, though it could open the door to settlement discussions.

What will Twitter do?

Twitter’s board feels strongly that the two sides had an agreement that remains in effect and is the best option for shareholders. “We intend to close the transaction and enforce the merger agreement,” it said.

For that reason, Twitter appears willing to sue for specific performance if it comes to that, meaning it could try to force Mr. Musk to follow through with the deal or provide what it sees as fair compensation. In practice, that can be difficult but often opens the door to settlement discussions.

The agreement between the two sides also requires Mr. Musk to avoid disparaging Twitter and its representatives on the platform and his recent tweets could have crossed that line. While Twitter could challenge the behaviour, it appears more focused at the moment on closing the deal rather than launching relatively minor litigation that could run the risk of complicating things further.

What is going to happen?

It is too early to say. The deal could still happen, and could close as soon as this winter if both sides keep moving forward. Another possible outcome is that the two sides negotiate a settlement, especially if it becomes clear that Mr. Musk is intent on getting out of the deal or trying to lower the price.

Even when contract terms are clearly spelled out, more often than not deal clashes end in negotiated settlements that can include a price cut or one-time payments.

In 2020, luxury-goods conglomerate LVMH Moët Hennessy Louis Vuitton SE tried to back out of a deal to buy Tiffany & Co. for US$16.2 billion after the pandemic hurt demand for high-end jewellery. Tiffany sued to enforce the agreement and LVMH countersued, arguing the business had been so deeply damaged that their original agreement was no longer valid.

The two sides later agreed to cut the price by a relatively modest US$430 million and settle related litigation.

Reprinted by permission of The Wall Street Journal, Copyright 2021 Dow Jones & Company. Inc. All Rights Reserved Worldwide. Original date of publication: May 18, 2022.



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Why Is Everyone So Unhappy at Work Right Now?

U.S. employees are more dissatisfied than they were in the thick of the pandemic

By VANESSA FUHRMANS
Wed, Nov 29, 2023 5 min

Americans, by many measures, are unhappier at work than they have been in years.

Despite wage increases, more paid time off and greater control over where they work, the number of U.S. workers who say they are angry, stressed and disengaged is climbing, according to Gallup’s 2023 workplace report. Meanwhile, a BambooHR analysis of data from more than 57,000 workers shows job-satisfaction scores have fallen to their lowest point since early 2020, after a 10% drop this year alone.

In interviews with workers around the country, it is clear the unhappiness is part of a rethinking of work life that began in 2020. The sources of workers’ discontent range from inflation, which is erasing much of recent pay gains, to the still-unsettled nature of the workday. People chafe against being micromanaged back to offices, yet they also find isolating aspects of hybrid and remote work. A cooling job market—especially in white-collar roles—is leaving many professionals feeling stuck.

Companies have largely moved on from pandemic operating mode, cutting costs and renewing a focus on productivity. The disconnect with workers has managers frustrated, and no quick fix seems to be at hand. Those in charge said they have given staff more money, flexibility and support, only to come up short.

The experiences of workers like Lindsey Leesmann suggest how expectations have shifted from just a few years ago. Leesmann, 38 years old, said she soured on a philanthropy job after having to return to the office two days a week earlier this year.

Prepandemic, she would have been happy working three days a week at home. “It would have been a dream come true.” Still, her team’s in-office requirements seemed like going backward, and made her feel that her professionalism and work quality were in doubt. Instead of collaborating more, she and others rarely left their desks, except for meetings or lunch, she said. Negative feelings followed her home on her hourlong commute, leaving her short-tempered with her kids.

“You try to keep work and home separate, but that sort of stuff is just impacting your mental health so much,” said Leesmann, who recently moved to a new job that requires five in-office days a month.

No more honeymoon

The discontent has business leaders struggling for answers, said Stephan Scholl, chief executive of Alight Solutions, a technology company focused on benefits and payroll administration. Many of the Fortune 100 companies on Alight’s client list boosted spending on employee benefits such as mental health, child care and well-being bonuses by 20% over the pandemic years.

“All that extra spend has not translated into happier employees,” Scholl said. In an Alight survey of 2,000 U.S. employees this year, 34% said they often dread starting their workday—an 11-percentage-point rise since 2020. Corporate clients have told him mental-health claims and costs from employee turnover are rising.

One factor is the share of workers who are relatively new to their roles after record levels of job-switching, said Benjamin Granger, chief workplace psychologist at software company Qualtrics. Many employers have focused more on hiring than situating new employees well, leaving many newbies feeling adrift. In other cases, workers discovered shiny-seeming new jobs weren’t a great fit.

The upshot is that the newest workers are among the least satisfied, Qualtrics data show—a reversal of the higher levels of enthusiasm that fresh hires typically voice. In its study of nearly 37,000 workers published last month, people less than six months into a job reported lower levels of engagement, feelings of inclusion and intent to stay than longer-tenured workers. They also scored lower on those metrics than new workers in 2022, suggesting the pay raises that lured many people to new jobs might not be as satisfying as they were a year or two ago.

“What happened to that honeymoon phase?” Granger said.

John Shurr, a 66-year-old former manufacturing engineer, took a job as an inventory manager at a heavy-equipment retailer in the spring in Missoula, Mont., after being laid off during the pandemic.

“It was a nice job title on a pretty rotten job,” said Shurr, who learned soon after starting that his duties would also include sales to walk-in customers.

When Shurr broached the subject, his boss asked him to give it a chance and said he was really needed on the showroom floor. Shurr, who describes himself as more of a computer guy, quit about a month later.

“I feel kind of trapped at the moment,” said Shurr, who has since taken a part-time job as a parts manager as he tries to find full-time work.

Bridging the distance

Long-distance relationships between bosses and staff might also be an issue. Nearly a third of workers at large firms don’t work in the same metro area as their managers, up from about 23% in February 2020, according to data from payroll provider ADP.

Distance has weakened ties among co-workers and heightened conflict, said Moshe Cohen, a mediator and negotiation coach who teaches conflict resolution at Boston University’s Questrom School of Business. He has noticed more employees calling co-workers or bosses toxic or impossible, signs that trust is thin.

Cohen’s corporate clients said their employees are increasingly transactional with one another. Some are coaching workers in the finer points of dialogue, such as saying hello first before jumping into the substance of a conversation.

“The idea of slowing down, taking the time, being genuine, trying to actually establish some sort of connection with the other person—that’s really missing,” Cohen said.

One Los Angeles-based consultant in his 20s, who asked to remain anonymous because he is seeking another job, said that when he started his job at a large company last year, his largely remote colleagues were focused on their own work, unwilling to show a new hire the ropes or invite him for coffee. Many leave cameras off for video calls and few people show up at the office, making it hard to build relationships.

“There’s zero humanity,” he said, noting that he is seeking another job with a strong office culture.

The share of U.S. companies mandating office attendance five days a week has fallen this year—to 38% in October from 49% at the start of the year—according to Scoop Technologies, a software firm that developed an index to monitor workplace policies of nearly 4,500 companies.

Some companies have reversed flexible remote-work policies—in large part, they said, to boost employee engagement and productivity—only to face worker backlash.

Not all the data point downward. A Conference Board survey in November 2022 of U.S. adults showed workers were more satisfied with their jobs than they had been in years. Key contingents among the happiest employees: people who voluntarily switched roles during the pandemic and those working a mix of in-person and remote days. But that poll was taken before a spate of layoffs at high-profile companies and big declines in the number of knowledge-worker and professional jobs advertised.

At Farmers Group, workers posted thousands of mostly negative comments on the insurer’s internal social-media platform after its new CEO nixed the company’s previous policy allowing most workers to be remote.

Employees like Kandy Mimande said they felt betrayed. “We couldn’t get the ‘why,’” said the 43-year-old, who had sold her car and spent thousands of dollars to redo her home office under the remote-work policy. She shelled out $10,000 for a used car for the commute. A company spokesperson said that not all employees will support every business decision and that Farmers hasn’t seen a significant impact on staff retention.

During a brief leave, Mimande realised she no longer felt a sense of purpose from her product-management job. She resigned last month after she and her wife decided they could live on one salary.

She now helps promote a band and pet-sits. “It’s so much easier for me to report to myself,” she said.

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