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The Chancery Salvo - Thursday, October 6, 2022

The Court Stays Litigation in re: the 
"Complaint Heard 'Round the Twitterverse"
As many are aware, Elon Musk earlier this week offered to close on his acquisition of Twitter, Inc., on the terms of a Merger Agreement that he previously purported to terminate. The purported termination led to Twitter’s lawsuit seeking specific performance of the Merger Agreement -- Twitter, Inc. v. Elon R. Musk et al., C.A. No. 2022-0613-KSJM (Del. Ch.) -- which was scheduled for trial beginning on Monday, October 17, 2022. 
 
Earlier today, Musk moved for entry of a stay pending closing of the transaction, noting that he had agreed to specifically perform under the Merger Agreement as Twitter sought, that closing is expected on or around October 28, 2022, but that “Twitter will not take yes for an answer” and agree to a stay. Twitter, Inc. v. Elon R. Musk et al., C.A. No. 2022-0613-KSJM, def. motion (Del. Ch. Oct. 6, 2022). Twitter opposed, expressing unwillingness to accept the invitation to “Trust us . . . we mean it this time,” and objecting to the terms of Musk’s proposed order that allows “an indefinite time to close.” Twitter, Inc. v. Elon R. Musk et al., C.A. No. 2022-0613-KSJM, pl. opposition (Del. Ch. Oct. 6, 2022).
 
The Court granted the motion to stay -- until 5:00pm on the date Musk represented would be the expected date of closing -- in Twitter, Inc. v. Elon R. Musk et al., C.A. No. 2022-0613-KSJM, letter op. (Del. Ch. Oct. 6, 2022):
 
This action is stayed until 5 p.m. on October 28, 2022, to permit the parties to close on the transaction. If the transaction does not close by 5 p.m. on October 28, 2022, the parties are instructed to contact me by email that evening to obtain November 2022 trial dates.
 
TCD notes that to the best of its present knowledge, trial in Richard J. Tornetta v. Elon Musk, et al. and Tesla, Inc., C.A. No. 2018-0408-KSJM (Del. Ch.), is scheduled to begin on November 14, 2022 -- a circumstance that could provide additional impetus to close by the represented October 28 date . . . or alternatively, could result in a particularly eventful November.