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  • By The Financial District

Delaware Chancery Court Can't Force Musk To Buy Twitter: Law Prof

When Elon Musk decided to terminate his $44 billion deal to purchase Twitter, the social media company sued in the Delaware Court of Chancery.


Photo Insert: Other experts opine that Musk was actually not interested in buying Twitter and would walk away from the deal after engaging in a vicious attack against Twitter to reduce the social media company’s market value.



Twitter is suing for “specific performance,” a remedy that would require Musk to complete the merger, Washington and Lee Univeresity law professor Carliss Chatman wrote for Barron’s.


“Unfortunately for Twitter, it isn’t Elon Musk Inc. but Elon Musk the individual who offered to buy the company. This fact alone can block compulsion. The legal rationale lies in the country’s 19th-century prohibition of slavery.




Twitter’s suit seeks to enjoin Musk from what it alleges would be further breaches of their contractual relationship, to compel Musk to fulfill his legal obligations, and to compel consummation of the merger,” Chatman argued.


The professor says Musk cannot be compelled to complete the transaction since it would run afoul of the 13th Amendment of the US Constitution, which bars involuntary servitude, contrary to the opinions of other experts who claimed that Musk cannot escape the obligation to complete the deal since he issued a final offer to buy without going through due diligence.


All the news: Business man in suit and tie smiling and reading a newspaper near the financial district.

“There are also practical reasons beyond the Constitution for the rare nature of specific performance as a remedy and the disdain courts have for compelling people to act. Human nature would lead a person compelled to perform a service to do a substandard job. It simply is more practical and judicially efficient to award money damages so that the party may find a substitution. In other words, the court could compel Elon Musk to purchase Twitter, but it would be challenging to compel him to operate the company in the best interest of shareholders and other stakeholders,” Chatman warned.


Business: Business men in suite and tie in a work meeting in the office located in the financial district.

Other experts who wrote for Reuters opine that Musk was actually not interested in buying Twitter and would walk away from the deal after engaging in a vicious attack against Twitter to reduce the social media company’s market value.


This, they insisted, is the material adverse effect (MAE) on Twitter and not the so-called “bogus” accounts on Twitter that exceed 5%. One social media research outfit has determined that more than 71% of Musk’s Twitter followers is actually fake.



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