🧩 Elon goes after Wachtell

Also, a breakdown of all the firms involved in Elon v. Twitter

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In today's Lookzy:

  • Elon accuses Wachtell of hiding evidence

  • PE buyouts return

  • Instacart's valuation is decimated

  • Wachtell junior associates billed time to analyze memes

ELON GOES AFTER WACHTELL

Elon Musk closed on his acquisition of Twitter on Thursday night. His next 72 hours were busy.

First, he fired CEO Parag Agrawal, CFO Ned Segal and "Head of Legal Policy, Trust and Safety" Vijaya Gadde. Collectively, these executives were slated to receive more than $120 million in "golden parachute" payments. However, news emerged over the weekend that Elon fired these executives for "Cause", in which case they'd become ineligible for such payments.

The exact nature of the cause is unclear, but in any event, it sounds like Elon is looking for a fight on this point. Maybe these executives will still get their payouts, but they'll have to fight with Elon more first, or settle for some other figure. Either way, Elon's move helps cut down on the bad press associated with paying so much to terminate these executives.

Second, upon closing the acquisition, Elon fired the existing board and named himself the sole director. As Twitter is now a private company, this is of course his prerogative. However, this is fairly surprising from an investor perspective. Even small startups typically have at least a couple directors, generally partners from VC firms that have invested. It is therefore surprising that no other Twitter investors - not even Saudi Arabia's Prince Alwaleed bin Talal who invested $1.89 billion - have an official seat on the board.

Finally, Elon tweeted Sunday night accusing Wachtell and the Twitter Board of "deliberately" hiding certain evidence from the court and promising that more was to come. He accompanied his tweet with a screenshot of what appears to be a internal Twitter chat log wherein an employee said that "fraudulent metrics" were being used.

This highlights the fun of a scenario where Elon now has access to all of Twitter's records and apparently is doing a forensic dive to see what all is included (and may not have emerged at trial). What's Elon's end game here though? Good question. Maybe a nice partial refund?

The breakdown of firms involved in the Twitter ordeal is impressive:

Elon's team:

  • Skadden, lead by partner Mike Ringler

  • Quinn Emanuel

  • Chipman Brown Cicero & Cole

Twitter's team:

  • Ballard Spahr, on the litigation

  • Wilson Sonsini, with Katie Martin, Marty Korman, Doug Schnell, Korenblit

  • Wachtell, handling the M&A

Twitter's Board (with separate representation):

  • Simpson Thacher

Debt Financing:

  • Davis Polk, led by James Florack

  • Working with MS, BofA, Barclays and Societe Generale

ECON SNAPSHOT

The difference between special bonuses and layoffs.

THE VERDICT

Arguing today's litigation news

Global price-fixing conspiracy. Avnet Inc. claimed a global price-fixing conspiracy for certain of its key components caused it damages of more than $274 million which it is seeking to recoup at trial next month.

LIBOR news. A New York judge dismissed charges against ex-UBS and Citigroup trader Tom Hayes for LIBOR manipulations. Hayes served half of an 11 year sentence.

Social media cases consolidated. More than 80 lawsuits that were targeting TikTok, Snapchat, Meta and Instagram for similar product liability and Section 230 issues were consolidated earlier this month under one docket in the Northern District of California.

Money laundering ain't cheap. Credit Suisse settled with French authorities for €238 million as a result of accusations that it broke French money-laundering laws. One person close to Credit Suisse noted that “[w]e’re trying to reduce the litigation docket”.

Vulture funds return. Hedge funds Palladian Partners, HBK Master Fund, Hirsh Group and Virtual Emerald International suing Argentina in a London court claim Argentina has a propensity to manipulate economic data.

THE DEAL

Wheelin' and dealin' today's corporate news

PE buyouts return. Blackstone agreed to purchase 55% of Emerson Electric's climate-tech unit in a deal valued at $14 billion, including debt. This represents the first big PE buyout in months.

Instacart valuation spirals. Instacart reportedly cut its valuation again to $13 billion and told employees it’s postponing plans to go public, citing market volatility. Instacart started the year worth $39 billion, and this represents the third valuation cut this year.

More PE buyouts. UserTesting Inc. agreed to be sold to PE companies Thoma Bravo and Sunstone Partners for approximately $1.3 billion. Fenwick & West LLP is serving as legal counsel to UserTesting, Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo and Goodwin Procter LLP is serving as legal counsel to Sunstone Partners.

Brake M&A. Regal Rexnord Corporation agreed to acquire Altra Industrial Motion Corp. for $4.95 billion. Cravath is advising Altra and Sidley Austin is representing Regal.

Crypto bankruptcy M&A. Cryptocurrency exchange FTX US has secured the winning bid for the assets of crypto brokerage firm Voyager Digital, which is currently in bankruptcy. The bid is valued at approximately $1.4 billion and will be approved by the United States Bankruptcy Court.

BUSINESS OF THE FIRM

Firm Moves: 

  • Tim Becker and Wells Miller are moving from Choate Hall to Akin Gump's tax team in Boston.

  • Assistant to the US Solicitor General Michael Huston is joining Perkins Coie as partner in DC.

  • President of the European Court of Human Rights Robert Spano is joining Gibson Dunn's London office as "of counsel".

  • The Democratic Party's top lawyer on the Senate Finance Committee, Michael Evans, is joining K&L Gates in its public policy and law practice in DC.

Industry News:

  • Four BigLaw firms have now officially dropped Kanye West as a client: Quinn Emanuel, Brown Rudnick, Cadwalader and Pryor Cashman. We're sure this has led to some very happy associates.

  • Peloton's legal chief Hisao Kushi earned nearly $13.5 million in compensation in FY2022 before departing the company.

  • Prospect Capital filed a complaint against Morgan Lewis in NY state court alleging $12 million in professional negligence related to loan-related work in 2014.

BOILERPLATE

Alright, back to billing. That's all, folks!