Twitter v. Elon Musk Court Filing by Potter Anderson & Corroon LLP, July 12, 2022 is part of
Feature Image: Midjourney AI, Prompt “Merger & Acquisition”
FACTUAL ALLEGATIONS
VII. Defendants materially breach their obligations to work toward closing and refrain from unreasonable withholding of consent to operational changes
108. Consummating a merger agreement involves substantial effort and requires a serious deployment of resources by the seller. Defendants thus are subject to contractual obligations requiring them to take actions necessary to close and to allow Twitter to operate as efficiently as possible in the interim. Defendants violated two important obligations of this kind: the duty to work toward finalizing the financing for the closing and the obligation to consider consents reasonably.
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