(PresidentialHill.com)- As part of his $44 billion deal to purchase Twitter, Elon Musk signed what’s known as a disparagement clause. In it are some minor limits on what Musk is able to say and what he’s not able to say about both the deal and about Twitter itself.
Apparently, what’s not included in that clause is a ban on talking bad about some of Twitter’s top employees.
Two separate times on Tuesday, Musk responded to conservative influencers who criticized Twitter lawyers Vijaya Gadde and Jim Baker. Despite those messages fueling heavy criticism on Musk himself — and how he’s handling his takeover of the social media giant — he’s not stepping back from his critical talk.
Some people have opined that Musk may have already violated the disparagement clause, within days of actually signing it. But, as Forbes pointed out in a report this week, that clause only covers messages that pertain to the company merger.
In other words, as long as Musk isn’t disparaging Twitter, its employees or its representatives as part of a message about the merger, he’s free to criticize as openly, often and harshly as he wants.
The clause itself is found directly in the SEC filing regarding the merger. It states:
“The Equity Investor [Musk] shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives.”
Appellate lawyer Raffi Melkonian was one of the first people who brought up the disparagement clause that’s included in Musk’s deal to buy Twitter. And Melkonian said he doesn’t believe Musk did anything to violate his merger deal.
As he explained:
“It’s not clear to me he’s violated anything. What the provision says is, he can’t insult Twitter when he’s talking about the transaction. And it’s not 100% clear he’s talking about the transaction there in those tweets. I mean, he might say, I was insulting Twitter more generally.”
For those who believe that the clause will force Musk to toe a careful line over what he says about Twitter and its employees, Melkonian has different ideas. He explained of the clause:
“That provision is not tied to any kind of enforcement. It’s not like he owes any money if he insults Twitter about the transaction. And, like, what is Twitter going to do — sue him about his tweets? They’re not going to do that. His attitude might be, ‘Whatever. I signed this, but I’m not going to follow any of it.'”
Once again, it seems as though Musk has outsmarted the higher-ups at Twitter. They included the clause in the merger agreement apparently thinking he would abide by it and not criticize them.
But, they found out very quickly that Musk has no plans to do what Twitter says or does. If he felt that way, would he really be working to buy Twitter and take it private in the first place?
One of Musk’s biggest intentions as the new owner of Twitter is to make it a free speech platform that it should be. And all he’s doing is exercising his own right to that free speech.
