No transactions lawyer or dealmaker should miss this podcast..

Professor Goshen’s articles on corporate law and securities regulation are frequently named among the Top Ten Best Articles of the year by Corporate Practice Commentator.

As the Jerome L. Greene Professor of Transactional Law and Director of the Center for Israeli Legal Studies at Columbia Law School 

The proposed and disputed Musk-Twitter transaction is perhaps the most eventful and contentious acquisition in modern times. 

Fortunately, one of the brightest legal minds dissects the terms, twists and turns, and possible outcomes of this gripping saga. 

Professor Goshen speaks about Twitter’s poison pill and fiduciary duties as well as the use of breakup fees, hell-or-high water provisions, performance clauses, waiving of financing contingencies and irreparable harm. 

On this podcast we tackle contentious issues such as why Twitter might allow Mr. Musk to disparage Twitter on Twitter and what the consequences of such disparagement might be to Mr. Musk. We discuss whether the Musk team errored in waiving normal due diligence opportunities and in not hedging against the risk of Twitter’s shares falling precipitously. 

Sparks really flew when we got to issues of Twitter’s reporting of the incidence of bots on its platform. How can bots be detected and counted? Are Twitter’s representations of the incidence of bots credible? If not, is the difference material? If the incidence of bots is much higher than Twitter reported, can such lapse trigger a material adverse event? Would that development extricate Mr. Musk from the deal?