Posts by Velodrome

Elon Musk 'violated' Twitter NDA over bot-check sample size

Re: Bound and gagged

PR spin or not, Sections 4.6 and 4.7 of the contract (https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm) indicate agreement to the numbers presented unless they have a Materially Adverse Effect on the post merger entity. That is a very high bar in the Delaware Court of Chancery. To the best of my knowledge, they have found an MAE to justify a merger termination exactly once.

Wasn't part of Musk's stated argument to take over Twitter that he would fix the bot problem? That might show that he understood the scope of the bot issue before agreeing to the terms. His rush through through the process (https://www.bloomberg.com/news/articles/2022-04-26/twitter-takeover-was-brash-and-fast-with-musk-calling-the-shots?cmpid=BBD051322_MONEYSTUFF) might come back to haunt him in court.

Nobody knows whether Twitter would prevail in a court action. These things are never certain, but the contract is clearly in Twitter's favor. The numbers were presented and accepted. Not only would it be necessary to carry the argument on statistical validity but also on a significant and ongoing financial impairment that is material. Again, a high bar.

Bound and gagged

Elon Musk has signed a binding contract to buy Twitter. The contract gives Twitter the right to force him to close at the agreed upon price as long as his financing is available. There is no reason to think the financing won’t be available. He's simply trying to strong arm Twitter into taking a lower price (which is smart since tech stocks have gotten hammered in the three weeks since the offer).

Twitter's financial filings “that false or spam accounts represented less than 5%” of active users for at least eight years, and it has always qualified those statements by saying that it is an estimate and “may not accurately represent the actual number of such accounts.” Musk signed a merger agreement without doing any due diligence on that number, and nothing has changed since he signed the agreement.

To get out of the deal, Musk would need to prove to the satisfaction of the Delaware courts that the bot number has a "materially adverse effect" on Twitter's financials. An MAE is a finding that would “substantially threaten the overall earnings potential of the target in a durationally-significant manner,” the courts have said. Typically, an MAE requires a 40% decrease in long-term profitability. If 6% (or 16%) of Twitter accounts are bots, that will cause consternation, upset the SEC and possibly reduce Twitter’s future advertising revenue, but will it be ruled an MAE in Delaware? No.

The law is on Twitter's side to force him to close at the agreed upon price. If he refuses to close, and if the Twitter board has any backbone, they will ban Musk from Twitter and take him to court. That would be pretty smart by the Twitter board. Musk will lose his bully pulpit, a few billion dollars and find out he isn't above the law.

Beanstalk loses $182m in huge flash-loan crypto heist

Re: Help me understand....

Yup. This scam is also simple to do in the real world. The title of a famous book is "The Best Way To Rob A Bank Is To Own One" about the 1980s S&L fiasco in the US. Buy a bank with $10 billion of assets for $1 billion and take the assets for yourself through self-dealing loans and the like. It works similarly for any financial entity with control over a large pot of assets that can be purchased for less than face value (e.g., large pension funds controlled by a company).

The only problem is that regulators will show up and clap you in irons for fraud. You might be able to wriggle out of bank fraud with sufficiently adept lawyers and political cover, but that's a risk and cost that provides a significant deterrent.

The legal and financial system has evolved to be relatively robust against the sort of fraud. To be able to create any sort of large financial entity, DeFi rules need to be defined to create similar restrictions with watertight logic that can never be breached by persistent, intelligent and well-funded attacks. If you believe that sort of sophistication is easy to code, I've got a stablecoin I'd like you to invest in...

Must 'completely free' mean 'hard to install'? Newbie gripe sparks some soul-searching among Debian community

Re: Not for noobs

Ubuntu 20.04 finds and installs the proper Nvidia drivers OOB. I respect Debian's purity and they should stick to it but Ubuntu works well for a heretic like me.

Adios California, Oracle the latest tech firm to leave California for the wide open (low tax) Lone Star State

Meh. A ton of tech companies have offices in Austin. It's basically Santa Clara, TX. Now, Omaha would have been interesting...

Help! My printer won't print no matter how much I shout at it!

Re: HP

Those were good printers. I had an LJ 1015 that lasted forever. Not as long lasting as the venerable LJ IV but great for a consumer targeted item.

As Amazon pulls union-buster job ads, workers describe a 'Mad Max' atmosphere – unsafe, bullying, abusive

Re: There's a simple solution

Costco isn't ubiquitous in the US unfortunately. I did some IT consulting with Costco and they have a very good culture. There are many long term employees at HQ and they invest in training so that their older staff stay competitive (imagine that). It was a good experience and I would shop there if the nearest one weren't a 3 hour drive.

No crypto backdoors, more immigration ... says Republican head of House Committee on Homeland Security

Re: H1-Bs just need to be used properly

This. I'm a native born US citizen but recognize the importance of immigration. I want smart people to come work in the US and maybe even decide to stay. Some of best friends have followed that path. However, the way the H1-B is used now is predominantly to supply cheap labor for Indian based outsourcing companies. H1-B needs to be amended to bring people like martinusher in and not as a way to undermine the existing labor force with indentured servants.