And now this unsurprising data point:
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Also this.
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I have a feeling this could be very bad for Delaware. 
That seems somewhat doubtful, buy why do you think so? Maybe bad for Twitter, I could see, stronger cases have been lost before, but I don’t really see a path this could be bad for Delaware or their courts. They’ve got a lot of practice with enforcing decisions on entities as wealthy as Musk.
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Here’s my question: Why Delaware? Twitter is located in California and Tesla recently moved to Texas. Delaware is far away from both of those companies.
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Almost every company incorporates as a Delaware C corp because the laws and taxes in Delaware are very favorable.
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It’s also got some pretty good laws regulating deals and commerce between businesses, and some very speedy courts for business matters, so even for companies that aren’t incorporated there will often do deals there.
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Wealthy is only part of it. With Musk, it just feels like a lose-lose situation. But I’m not an expert.
Nor am I, particularly. I’m just confused how the court itself could suffer - though I suppose thinking about it harder, it could be a bad look if they issue a verdict on musk with some penalties, and he just refuses to comply. It would be a big loser for Musk, but I suppose it would also put some scuffs on Delaware’s reputation with regards to their business courts and enforcing decisions.
Right. How easy would it be for Musk to ignore any ruling against him? If the fine is too high, it would be worth him just not paying. If he’s forced to go through with a $45 billion deal? It doesn’t seem plausible that he’d say “okay, you got me” and acquiesce.
Do the Delaware courts want to chance it? If so, they must be REALLY sure that Musk in particular needs Delaware’s special status as a business registry MORE than $45 billion.
On the other hand, if they just give him a slap-on-the-wrist penalty, to avoid the brinkmanship? All the other corporations are going to say “hey wait! The reason we incorporate in Delaware is to make sure deals like this are decided in our favor!”
So does the court expose that it doesn’t have power, or does it piss off its customers?
Less easy than you think, since Tesla is a Delaware incorporated company, despite being headquartered elsewhere. In fact, ALL of his corporations are, giving Delaware some very broad enforcement powers.
While I am just repeating what others have said on the subject, it seems that they can do anything from imposing daily fines for lack of compliance(and those are STEEP), through to outright seizing assets and stocks, they can even order arrests and seizing of passports. While those are certainly the extreme end of the measures they could take, as Robert Miller(Chair of Corporate finance and Law, Iowa College of Law) put it, “There’s no way in the world Delaware is going to lose its franchise as the premier corporate law jurisdiction where contracts are enforced because Elon doesn’t feel like doing it.”
Honestly, I’d be less worried about if they can enforce it, so much as if Elon is enough of an egotistical dumbass to test just how far they’ll go, solely at his own expense. Or, how much he thinks it’s worth to keep his rockets and cars out of the hock, as it were.
As for not pissing off their other customers, I think they’d happily throw Elon under the bus - if it’s fair to do so, since impartiality is part of their whole deal - to maintain the presence of all the other corporations hanging around there. They’re not going to give up a whole-ass fourth of their state budget on some Jumped-up chump playing silly games.
The chances of this case actually making it to a courtroom are very low.
There will be a lot of bluster, but most likely Musk and Twitter will reach a settlement agreement for an undisclosed amount of money.
That will allow both sides to claim “victory.”
The Delaware Court of Chancery can compel Musk to sell shares of other Delaware-incorporated companies—this includes Tesla—to close the purchase, or if not required to complete the purchase, damages equal to the difference between Musk’s offering price and the current value of Twitter, which is still tens of billions of dollars.
Also, this particular court doesn’t fuck around. There’s no jury. There are not even opening statements. This is why Musk is currently trying to prevent the court case from happening in September.
So in all likelihood this will end in a settlement, but it’s still going to be a very expensive settlement for Musk. If the Twitter board accepts a lesser settlement, they’ll be open to a lawsuit from shareholders.
If this somehow does end up in court, there is no such thing as ignoring the ruling of the court. I’m no expert, but I’m pretty sure that means being held in contempt, which means Court Marshalls come and put Musk in jail. 0% chance we get the pleasure of seeing that happen.
On the off-chance they don’t settle, whatever the court rules will happen.
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Oh, that’s not to say it hasn’t been attempted. Attempted being the key word there, since once the court got serious real fast, they folded like a cheap suit. Per-day fines of 30k+ are not unheard of in that situation, apparently, and they’re calibrated to be enough to punish the person for noncompliance - so Musk’s fines, being an extraordinarily rich man, would be likely much higher.
They get their way in the end, one way or another. The only question is how much the loser in any case wants to make it hurt first.
First round victory to Twitter:
Expedited trial Achievement Unlocked!
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This sounds like a strange condition for buying the company.
Take the money or don’t, buddy.
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