October 5, 2022

Twitter has requested the court docket overseeing the declaratory reduction swimsuit towards it and Elon Musk to toss the case partly as a result of it’s duplicative of reduction Twitter itself seeks: forcing Musk to buy the corporate for $44 billion below the agreed-to phrases.

The corporate’s movement to dismiss says the shareholder can’t implement rights to a contract they don’t seem to be a celebration to, and secondarily, that the swimsuit belongs, if anyplace, in Delaware Chancery Court docket the place the primary battle between Musk and Twitter is enjoying out as is one other practically similar shareholder swimsuit.

The movement to dismiss comes after Justice of the Peace Choose Sallie H. Kim denied the plaintiff’s bid to coordinate discovery with the Chancery case between Musk and Twitter. The opinion mentioned that the request was unsubstantiated and too burdensome in view of the gravity and complexity of the case and its expedited trial schedule.

Now, Twitter has requested the court docket to reject the case, first stating that “[u]nwilling to face again – even briefly – whereas Twitter pursues enforcement of the Merger Settlement towards the Musk Defendants, Plaintiff … insists on pursuing a completely pointless declare on this Court docket demanding considerably the identical reduction that each Twitter and one other Twitter stockholder are pursuing on an expedited schedule in Delaware.” 

Citing a purported lack of subject material jurisdiction, Twitter factors to the truth that the shareholder plaintiff isn’t a celebration to the buyout deal. “A celebration’s incapability to implement the phrases of a contract as a non-party raises a standing problem that defeats jurisdiction,” the movement explains.

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Moreover, the corporate says the court docket has discretion to train jurisdiction over the case pursuant to an doctrine that allows courts to abstain from deciding circumstances whether or not the reduction sought is declaratory in nature, as right here, the place the shareholder seeks a declaration that Musk is in breach of the buyout settlement and ordering him to consummate the acquisition.

Lastly, Twitter provides that the case is within the flawed discussion board and can’t be transferred to a different federal court docket due to the transacting events’ agreed-to Delaware Chancery discussion board. On the very least, Twitter says the case ought to be transferred to the District of Delaware.

For his or her half, Musk’s holding firm defendants made related arguments in a separate submitting looking for dismissal of the case.

The plaintiff is represented by Cotchett, Pitre & McCarthy, LLP and Bottini & Bottini Inc. and Musk by Quinn Emanuel Urquhart & Sullivan LLP and Twitter by Shearman & Sterling LLP.