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Musk Hasn’t Handed Over His Texts With Morgan Stanley’s CEO, Twitter Says

According to Twitter court filings, Musk has withheld four texts with Gorman.

<div class="paragraphs"><p>Elon Musk, founder of SpaceX and chief executive officer of Tesla Inc., speaks during a discussion at the Satellite 2020 Conference in Washington, D.C., U.S., on Monday, March 9, 2020. </p></div>
Elon Musk, founder of SpaceX and chief executive officer of Tesla Inc., speaks during a discussion at the Satellite 2020 Conference in Washington, D.C., U.S., on Monday, March 9, 2020.

Twitter Inc. is complaining that Elon Musk’s legal team hasn’t turned over his texts with Morgan Stanley Chief Executive Officer James Gorman ahead of trial over the $44 billion acquisition offer Musk is trying to cancel.

Lawyers for Twitter want Delaware Chancery Court Judge Kathaleen St. J. McCormick to sanction Musk and his lawyers for not producing texts with Gorman as well as Oracle Corp. Chairman Larry Ellison.

Twitter had subpoenaed the texts before the Oct. 17 trial in Wilmington, Delaware, in which McCormick will decide whether the world’s richest person had legitimate grounds for walking away from his $54.20-per-share offer to buy the social media platform. Morgan Stanley was Musk’s chief financial adviser and pledged more than $5 billion in financing, while Ellison also said he would back the deal.

According to Twitter court filings, Musk has withheld four texts with Gorman, including some from April 25, the day the company announced it was accepting Musk’s offer.

‘Early Morning’ Texts

Earlier this month, Twitter’s legal team pointed to a May text by Musk to another Morgan Stanley banker seeking to slow down the deal process until after Russian President Vladimir Putin gave a speech the following day about the war Ukraine. “It won’t make sense to buy Twitter if we’re heading into World War III,” Musk wrote. 

Twitter is also targeting texts between Musk and Ellison just before the former announced he was withdrawing his offer. The two billionaires were communicating “into the early morning hours,” Twitter said. 

“Musk sent his final message to Ellison at 12:20 a.m. on May 13,” according to the filing. Then about four hours later, Musk tweeted that he was putting the deal on hold over his concern that Twitter was understating the number of spam and bot accounts on the platform.

Twitter further complained that Musk failed to turn over some of his own texts as well as some from top aide Jared Birchall and chief lawyer Alex Spiro. 

The company said it was able to obtain some of the texts from the other parties in the messages. Twitter called this another example of Musk’s “lackadaisical efforts” to hand over relevant information.

A spokesman for Musk’s lawyers didn’t have any immediate comment on the dispute over the texts. Mary Claire Delaney, a Morgan Stanley spokeswoman, didn’t immediately return an email for comment. An Oracle spokesperson declined comment on behalf of Ellison.

McCormick denied a previous Twitter request for sanctions but sharply criticized Musk for failing to turn over texts. She noted that Musk produced June 17 texts that Robert Steel of Perella Weinberg sent him 18 minutes apart. Steel first asked a question and then subsequently texted, “Ok. Got it...,” leaving a clear gap in the exchange, the judge said.

“Assuming that Musk’s response was not telepathic, one would expect some evidence of it in defendants’ document production,” McCormick wrote. “But defendants provided none by the deadline.”

Twitter seeks to convince McCormick that Musk pulled out of the deal because of buyer’s remorse, not over concerns about the number of spam and robot accounts embedded in the platform’s more than 230 million users.

The case is Twitter v. Musk, 22-0613, Delaware Chancery Court (Wilmington). 

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