Elon Musk-Twitter Legal Fight: What Happens if the Billionaire Doesn't Comply With Court Orders

The legal battle between Musk and Twitter will play out in Delaware's Court of Chancery, which is specified in the merger agreement for disputes.

By Reuters | Updated: 14 July 2022 00:23 IST

Elon Musk-Twitter Legal Fight: What Happens if the Billionaire Doesn't Comply With Court Orders

Photo Credit: Reuters

Elon Musk is expected to obey the court orders, even if they force him to go through the deal

Highlights

Twitter is asking court to force Musk to complete deal at agreed price
Delaware is popular incorporation destination for US public companies
Court could order companies to freeze Musk's assets or turn over shares

Twitter has sued Elon Musk to force him to go through with the $44 billion (roughly Rs. 3,50,300 crore) acquisition of the social media company. What happens if Twitter succeeds and the world's richest man, who regularly taunts securities regulators, refuses to comply with the court order?

Can a court order Musk to buy Twitter?

Twitter is asking a Delaware court to grant "specific performance" under the terms of its contract with Musk — in other words, force him to complete the acquisition at the agreed price of $54.20 (roughly Rs. 4,300) a share.

Samsung Wins Patent for a Tri-Fold Smartphone With Specialised Barrier Layer for Improved Durability

The court has issued such orders before. Chicken processor Tyson Foods was ordered in 2001 to complete its $3.2 billion (nearly Rs. 25,500 crore) deal for meatpacker IBP. Last year, the court ordered private equity firm Kohlberg & Co LLC to close its $550 million (nearly Rs. 4,400 crore) purchase of DecoPac Holding, which makes cake decorating products.

But the buyers in these instances were companies rather than an individual. Never has such specific performance been granted on a deal of this scale.

What if Musk resists?

The legal battle between Musk and Twitter will play out in Delaware's Court of Chancery, which is specified in the merger agreement for disputes.

Elon Musk Reacts to Twitter Lawsuit Over Breach of $44 Billion Deal: Details

Delaware is also a popular incorporation destination for most US public companies, including Tesla and other Musk companies such as tunneling venture The Boring Company and Space Exploration Technologies, known as SpaceX.

That gives the court jurisdiction over a vast amount of Musk assets to coerce compliance if needed. Lawyers said the court would begin by holding Musk in contempt and issuing fines until he did as ordered.

"The court has capacious powers to enforce its orders," said Francis Pileggi, an attorney with Lewis Brisbois in Wilmington, Delaware.

Elon Musk Says It Is Time for Donald Trump to ‘Sail Into the Sunset’

If Musk continued to ignore a judgment, the court could order Tesla and other Delaware-incorporated companies in which Musk owns a stake to freeze his assets or turn over shares.

"He'd be treated like a deadbeat dad not paying child support," said Minor Myers, a professor of UConn School of Law. "It would not be that hard."

What has the court done in the past?

When Delaware-incorporated ZST Digital Networks was sued in Delaware in 2012 by one of its largest outside shareholders for access to its books amid accounting irregularities, the Chinese company refused to comply. Travis Laster, a vice chancellor or judge on the Court of Chancery, appointed a receiver of the company to force it to turn over the records. He also allowed the receiver to seek to arrest executives if they visited the United States.

The court has also forced companies to comply with orders by warning directors they will be held personally liable for accumulating fines.

Ann Lipton, a professor at Tulane University Law School, said there are plenty of examples of individuals opposed to the court's rulings who use appeals to drag out complying. But they eventually obey court orders and she expects Musk will as well.

"He's not actually insane," she said.

Will Snapdragon's new 2022 chips make it more prominent as a brand? We discuss this on Orbital, the Gadgets 360 podcast. Orbital is available on Spotify, Gaana, JioSaavn, Google Podcasts, Apple Podcasts, Amazon Music and wherever you get your podcasts.

Affiliate links may be automatically generated - see our ethics statement for details.

Comments

For the latest tech news and reviews, follow Gadgets 360 on X, Facebook, WhatsApp, Threads and Google News. For the latest videos on gadgets and tech, subscribe to our YouTube channel. If you want to know everything about top influencers, follow our in-house Who'sThat360 on Instagram and YouTube.