An Elon-gated Edition of this Newsletter

Twitter Didn’t Seek a Sale. Now Elon Musk Doesn’t Want to Buy. Cue Strange Legal Drama.

Most legal clashes over soured deals end in settlements involving a price cut or one-time payment. Mr. Musk agreed to pay a $1 billion reverse termination fee to Twitter if the deal falls apart, triggered under certain scenarios including if his debt financing falls through or regulators try to block the deal. Neither has occurred.

The clash pits multiple white-shoe law firms against each other. Twitter has recently retained Wachtell, Lipton, Rosen & Katz, people familiar with the matter said, while Mr. Musk is using Skadden, Arps, Slate, Meagher & Flom LLP. Twitter has already been working with Simpson Thacher & Bartlett LLP and Wilson Sonsini, while Mr. Musk’s team also includes lawyers at Quinn Emanuel Urquhart & Sullivan.

Elon’s Out

... If the bots are 6% of mDAUs, whatever. If the bots are 75% of mDAUs and Twitter has been knowingly misleading its advertisers, and Musk can expose that scam and advertisers flee and Twitter faces legal trouble for its fraud, then, sure, material adverse effect. 3 There is no evidence for this at all despite Musk’s months of looking for it. Also it is obviously untrue! Companies advertise on Twitter because it sells products! People use Twitter because other, non-bot people also use Twitter, so it is a useful and enjoyable social network! Elon Musk — who has far more interactions with bots than most Twitter users — is addicted to Twitter because it is full of real people! It’s how he met the mother of some of his children! The pretense that Elon Musk has somehow exposed the secret truth that nobody uses Twitter except himself and some spam bots is just absurd! But we have to keep talking about it! It’s so stupid!

Bitcoin Price Plunge Is Cautionary Tale for Public Pension Funds

The plunge in prices for Bitcoin and other cryptocurrencies in recent weeks provides a cautionary tale for the handful of public pension funds that have dipped their toes in the crypto pool over the past few years. Most have done it indirectly through stocks or investment funds that serve as proxies for the larger crypto market. A lack of transparency makes it difficult to tell whether they’ve made or lost money, let alone how much, and for the most part fund officials won’t say.

But the recent crypto meltdown has prompted a larger question: For pension funds that ensure teachers, firefighters, police and other public workers receive guaranteed benefits in retirement after public service, is any amount of crypto investment too risky?

'Peekaboo prosecution’ turns 20

Imagine a dystopian world where Congress empowers a private corporation to secretly investigate and punish members of a particular profession — say, auditors. Think of a private version of the Securities and Exchange Commission (SEC), but with evergreen funding that never requires an appropriation from Congress and with lavishly compensated personnel who are exempt from laws designed to keep governmental regulators in check.

Imagine further that this private regulator’s investigative, prosecutorial and adjudicative activity is secretly performed by staff employees with no meaningful supervision by any government official appointed by the president.

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Believe it or not, this modern version of the Star Chamber already exists in the form of the Public Company Accounting Oversight Board (PCAOB) — often derided as “peekaboo” due to its acronym and infamous secrecy….

Crypto Crash Comes at an Opportune Moment

Rarely has a crisis been so well timed: Crypto managed to boom and crash before it became too connected to the broader financial system. The damage has been limited mostly to those who, despite ample warning, chose to get involved. There’s no need for emergency intervention. On the contrary, the bubble’s deflation, while it lasts, affords regulators and investors a unique opportunity to reflect and act on the lessons learned.

So what are those lessons? A few come to mind.

Crypto is not an asset class. Stocks and bonds have cash flows. Commodities have industrial uses. Digital tokens have nothing but sentiment. Someday, they might prove useful as representations of assets, making transactions cheaper and more reliable. As things stand, buying them is pure speculation, not investment. They’re worth no more than you’re willing to lose, and certainly have no place in pension funds or retirement accounts….