Before Tesla CEO Elon Musk pulled out of the $44 billion deal to buy Twitter, he sent a text to Twitter CEO Parag Agrawal, saying that the company's lawyers were trying to "cause trouble".
After Twitter sought on 28 June reassurances about Musk's financing for the deal, Musk texted Twitter CEO Parag Agrawal and CFO Ned Segal saying: "Your lawyers are using these conversations to cause trouble. That needs to stop."
The information was revealed in a lawsuit filed by Twitter.
The lawsuit accused Musk of "a long list" of violations of the merger agreement that "has cast a pall over Twitter and its business."
It included images of several of Musk's tweets, including a poop emoji, that the company said violated the merger's "non-disparagement" clause.
Musk tweeted the emoji on 16 May in response to a pair of tweets by Agrawal, explaining the company's efforts to fight spam accounts.
One of the main reasons Musk said he backed out of the deal was because of the lack of information about spam accounts and inaccurate representations that he though amounted to a "material adverse event."
He also said executive departures amounted to a failure to conduct business in the ordinary course.
Responding to this, Twitter said it did not share more information with Musk regarding spam accounts because it feared he would build a competing platform after abandoning the acquisition.
Twitter called the reasons cited by Musk a "pretext" that lacked merit and said his decision to walk away had more to do with a decline in the stock market, particularly for tech stocks.
Twitter also accused Musk of "secretly" accumulating shares in the company between January and March without properly disclosing his substantial purchases to regulators, and said he "instead kept amassing Twitter stock with the market none the wiser."
The lawsuit has set in motion what promises to be one of the biggest legal showdowns in Wall Street history, involving one of the business world's most colorful entrepreneurs.
Legal experts have said that from the information that is public, Twitter would appear to have the upper hand.
"In its complaint, Twitter is taking a strong position that Musk had a case of buyer’s remorse - and that, and not bots, is the reason for his decision to walk away from the deal," said Brian Quinn, a professor at Boston College Law School. "The facts Twitter presents here make an extremely strong argument in favour of Twitter getting this deal closed."
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