By Marcy Gordon, Business Writer
WASHINGTON (AP) --News that Elon Musk has agreed after all to proceed with his $44 billion deal to buy Twitter may have felt like a stunning surprise from the brash billionaire who loves to shock.
It sent shares of the social media platform soaring and stoked alarm among some media watchdogs and civil rights groups worried about what kind of free speech would flourish on Twitter under Musk.
But it wasn't surprising to observers of the monthslong legal battle as Twitter tried to compel the world's richest man to consummate the buyout he had tried to back out of. In the months since his initial offer to buy Twitter in April, Musk faced a huge legal challenge.
A combination of gambles or missteps and potential advantages that didn't pan out made his hand appear weak for the trial looming in less than two weeks in Chancery Court in Delaware. He says he'll only complete the deal if that trial is put on hold.
More immediately, Musk faced a deposition in the case by Twitter's attorneys starting Thursday.
Here's a look at how the legal battle unfolded:
WHAT WAS MUSK'S MAIN ARGUMENT FOR BACKING OUT OF BUYING TWITTER?
Musk grounded his argument largely on the allegation that Twitter vastly misrepresented how it measures the magnitude of "spam bot" accounts that are useless to advertisers.
But Chancellor Kathaleen St. Jude McCormick, the court's head judge, apparently wasn't buying it. As the two sides presented evidence prior to the trial, the judge appeared to focus narrowly in line with the court's mandate: on the merger agreement between Musk and Twitter, and whether anything had changed since it was signed in April that would justify terminating the deal.
A former Twitter head of security, fired early this year and turned whistleblower, appeared to bolster Musk's argument. Peiter "Mudge" Zatko, a respected cybersecurity expert, filed complaints in July with federal regulators and the Justice Department alleging that Twitter misled regulators about its efforts to control millions of spam accounts as well as its cyber defenses.
But help to Musk from Zatko's disclosures was a "longshot," said Brian Quinn, a professor at Boston College Law School, and in the end, "it didn't really change the (legal) landscape in any significant way."
DID MUSK'S APPROACH TO BUYING TWITTER HURT OR HELP HIS CASE?
"He was fairly cavalier," Quinn said. Recently released text messages between Musk and others show jubilation over Musk taking a large stake in Twitter and joining its board. It wasn't until after he signed the merger agreement in late April that he undertook what's called due diligence, close inspection, regarding the company and started lodging complaints about bots, Quinn noted. That may not have impressed the judge as the right approach for someone buying a major company.
WHY DID MUSK CHANGE HIS MIND NOW?
In addition to the trial looming and his deposition scheduled for Thursday, Musk faced a ticking meter of potential rising interest costs. If he lost the trial, the judge could not only force him to close the deal but also could impose interest payments that would have increased its cost. Experts say the interest likely started piling up mid-September.
But of course the deal isn't done yet, and there are legal hoops yet to be jumped through. Given Musk's track record and volatility, it would be a mistake to assume that it's tied up in a bow.
Review: Writer-Director Coralie Fargeat’s “The Substance”
In its first two hours, "The Substance" is a well-made, entertaining movie. Writer-director Coralie Fargeat treats audiences to a heavy dose of biting social commentary on ageism and sexism in Hollywood, with a spoonful of sugar- and sparkle-doused body horror.
But the film's deliciously unhinged, blood-soaked and inevitably polarizing third act is what makes it unforgettable.
What begins as a dread-inducing but still relatively palatable sci-fi flick spirals deeper into absurdism and violence, eventually erupting — quite literally — into a full-blown monster movie. Let the viewer decide who the monster is.
Fargeat — who won best screenplay at this year's Cannes Film Festival — has been vocal about her reverence for "The Fly" director David Cronenberg, and fans of the godfather of body horror will see his unmistakable influence. But "The Substance" is also wholly unique and benefits from Fargeat's perspective, which, according to the French filmmaker, has involved extensive grappling with her own relationship to her body and society's scrutiny.
"The Substance" tells the story of Elisabeth Sparkle, a famed aerobics instructor with a televised show, played by a powerfully vulnerable Demi Moore. Sparkle is fired on her 50th birthday by a ruthless executive — a perfectly cast Dennis Quaid, who nails sleazy and gross.
Feeling rejected by a town that once loved her and despairing over her bygone star power, Sparkle learns from a handsome young nurse about a black-market drug that promises to create a "younger, more beautiful, more perfect" version of its user. Though she initially tosses the phone number in the trash, she soon fishes it out in a desperate panic and places an order.
The one rule to follow is that... Read More