In addition to supporting the three testifying experts, Cornerstone Research conducted research and consulted to counsel on a number of issues.
Retained by Wachtell, Lipton, Rosen & Katz; Wilson Sonsini Goodrich & Rosati; Potter Anderson & Corroon; and Simpson Thacher & Bartlett
On April 25, 2022, Twitter and Elon Musk reached an agreement for Mr. Musk to acquire Twitter for $44 billion and take the company private. In accepting the deal, Mr. Musk waived his right to conduct pre-merger due diligence. On May 13, Mr. Musk declared that his plan to acquire Twitter was “temporarily on hold,” citing a need to determine the number of spam and fake accounts on the social media platform. On July 8, Mr. Musk tried to terminate the merger agreement, alleging that Twitter was in material breach of multiple provisions of that agreement offer and that it failed to provide sufficient information about the number of spam and fake accounts. On July 12, Twitter sued Mr. Musk to enforce the merger agreement, with Mr. Musk countersuing. On July 19, Chancellor McCormick set the trial for October 17. Counsel for Twitter retained Cornerstone Research and three testifying experts, who each submitted expert reports:
- John C. Coates, John F. Cogan Jr. Professor of Law and Economics and the Deputy Dean of the Center on the Legal Profession at Harvard Law School, was retained to address issues regarding merger and acquisition (M&A) negotiations and agreements, including specific issues regarding the agreement governing the Twitter deal.
- Justin McCrary, Paul J. Evanson Professor of Law at Columbia Law School, was retained to address allegations regarding the statistical sampling methods employed by Twitter in analyzing spam and fake accounts.
- James Boland, Head of Leveraged Capital Markets at The Benchmark Company LLC, was retained to address issues regarding the arrangement and consummation of debt financing of large public-company M&A transactions.
In addition to supporting the three testifying experts, Cornerstone Research conducted research and consulted to counsel on a number of issues.
After more than two months of litigation, on October 5, Mr. Musk agreed to acquire Twitter for the terms to which he had originally committed, $54.20 per share ($44 billion). The transaction was consummated on the evening of October 27.
For more information, contact Jonathan Rozoff, Frank Schneider, Sachin Sancheti, and Jennifer McCabe.