He absolutely cannot do that. The Material Adverse Effect standard in Delaware law is crazy hard to hit. Matt Levine has been writing about this for weeks. In fact, if you go looking, he's been writing about this for years†. 2 years ago: "[under the MAE standard, you] can walk away from the deal, unless the bad stuff is due to, essentially, anything anyone thought of in advance."
Not only have people heard of bots and user validation in advance, but Musk waived his rights to diligence after announcing on Twitter that fixing the bot problem was why he was buying Twitter. He might not just lose this case if it got to court; the Delaware courts might make an example out of him for this.
Matt Levine is to "it's not Materially Adverse" as Ken White is to "it's not RICO".
Not only have people heard of bots and user validation in advance, but Musk waived his rights to diligence after announcing on Twitter that fixing the bot problem was why he was buying Twitter. He might not just lose this case if it got to court; the Delaware courts might make an example out of him for this.
Matt Levine is to "it's not Materially Adverse" as Ken White is to "it's not RICO".