Elon Musk’s $44 billion Twitter buyout agreement includes a bizarre clause banning him from tweeting criticism about the company – though the billionaire already appears to be testing the rule’s limits.
An SEC filing published this week detailing the agreement notes Musk – identified in the document as “equity investor” – “shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives.”
Current Twitter employees have expressed concern about Musk’s brash communication style on the platform, which he regularly uses to relay key information about his other firms, such as Tesla and SpaceX, and to poke fun at rivals such as Bill Gates and Bernie Sanders.
The clause was implemented following contentious negotiations between Twitter’s board of directors and Musk — who has vowed to re-center the platform to protect free speech.
Musk publicly stated his belief that Twitter’s outgoing leadership wasn’t equipped to bring the company to his full potential, while the board initially enacted a “poison pill” provision to limit his leverage during buyout talks.
While the provision is designed to prevent Musk from being critical of Twitter while the company is in limbo, the tech entrepreneur is still taking aim at some current staffers.
On Tuesday evening, Musk tweeted that top Twitter lawyer Vijaya Gadde’s decision to ban The Post’s story about Hunter Biden’s laptop ahead of the 2020 presidential election was “obviously incredibly inappropriate.”
Musk’s jab came in response to a post from podcast host Saagar Enjeti, who shared a Politico article revealing Gadde broke down in tears while discussing the takeover.
Musk also responded to another tweet from right-wing influencer Michael Cernovich, who shared a Washington Post article about Twitter deputy general counsel Jim Baker and claimed he had “facilitated fraud.”
“Sounds pretty bad,” Musk said.
Twitter did not immediately return a request for comment.
The Twitter muzzle clause is one of several noteworthy provisions included in Musk’s agreement with the company’s board of directors.
The SEC filing revealed that both Musk and Twitter are subject to a $1 billion breakup fee if they fail to follow the agreement’s terms. That fee would only apply under certain conditions, such as if Twitter accepted a different offer from a third party or if Musk’s financing falls through before the deal is complete.
The document also provides clarity on how Twitter will handle employees’ stock holdings when the company goes private – with workers holding awards that have yet to vest given the option of being paid out in cash.
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