
Twitter: A Case Study in Private Equity and Contractual Certainty
In this chapter, we put forth a case study of Elon Musk's acquisition of Twitter. We detail the legal and contractual issues that arose as the parties disputed whether Musk was required to complete the acquisition. We also conduct a study of a sample of 21 transactions that resulted in material adverse change (MAC) litigations, which provide empirical support that modern private equity acquisition agreements, exemplified by the Twitter/Musk dispute, result in deals that are more likely to close. We thus argue that the Twitter/Musk transaction is an excellent case study in contractual certainty and in the evolution of private equity contracts post-2008 Financial Crisis to address this uncertainty. The Musk/Twitter dispute also highlights the role of direct and clear litigation channels in the enforcement and completion of transactions.