I don't know much about this specific situation, but isn't it pretty normal to lock in a price for purchase contingent on everything checking out.
It's not like you can go digging around in their databases looking for bot accounts until you have official access.
EDIT: Clearly people feel strongly about this so feel free to look at the comments below for some great answers. I'd ask for you to read before commenting though. I keep getting emails rehashing similar things.
No, the whole point of the pre-merger negotiations is to grill the company on that kind of stuff before locking in the price. you don't get "official access" to anything until you've actually finished the transaction and paid for the company (partially for "don't string us along" reasons and partially for antitrust/collusion reasons). Musk decided to rush into this deal with very little negotiations and while waiving the standard due diligence, and now he's bored with it and creating a pretext to get himself out of it. It's insane to believe he really cares about the bot problem—fixing the problem of "too many bots in his mentions" was one of the reasons he bought the company to begin with!
He explicitly waived any kind of due diligence, which is when you would normally agree to a price and make a conditional offer. His offer was unconditional.
Elon didn't agree to "deal contingent on everything checking out", he agreed to deal. Normally, this would have been vetted in due diligence, but Musk waived that period -- this is why the turnaround from "I might buy Twitter" to "I'm buying Twitter" was much, much faster than your typical acquisition talk. Matt Levine covered this better than I did, so I'll just quote his relevant section below:
“Temporarily on hold” is not a thing. Elon Musk has signed a binding contract requiring him to buy Twitter. Legions of bankers and lawyers and Twitter employees and special-purpose-vehicle promoters are working to fulfill his legal obligation to get the deal closed. “The parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement,” says the merger agreement. (Section 6.3(a).) He can’t just put that “on hold.”
That contract does not allow Musk to walk away if it turns out that “spam/fake accounts” represent more than 5% of Twitter users. We discussed this last month, when Twitter admitted in a securities filing that it had (slightly) overestimated its daily active users for years. The merger agreement contains a provision that allows Musk to walk away if Twitter’s securities filings are wrong — and this 5% number is in its securities filings — but only if the inaccuracy would have a “Material Adverse Effect” on the company. (See Sections 4.6(a) and 7.2(b).) That is an incredibly high standard: Delaware courts have almost never found an MAE. An MAE has to be something that would “substantially threaten the overall earnings potential of the target in a durationally-significant manner,” the courts have said; there is a rule of thumb that an MAE requires a 40% decrease in long-term profitability. If it turned out that 6% or 20% or 50% of Twitter accounts are bots, that will be embarrassing and might even reduce Twitter’s future advertising revenue, but will it be an MAE? No.
“Pending details supporting calculation” is not how this works. This disclosure — that “the average of false or spam accounts ... represented fewer than 5% of” Twitter’s monetizable daily active users — has been in Twitter’s securities filings for many years, always with a caveat that “in making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated.” Musk had the opportunity to read these filings before offering to buy Twitter, and he had the opportunity to do due diligence on these numbers before signing the deal. (He declined.) He can’t now go to Twitter and say “actually now you need to prove that your user numbers are right.” If he wants to walk, he has to prove that they’re wrong, and also that they’re wrong in a way that has a material adverse effect on the business. Which he obviously can’t do.
He waved his due diligence and now has a cool $1 billion cancellation fee. That's what he's trying to get out of. That's what people mean by "no-condition buyout."
That figure came from a 10K SEC filing by Twitter dated Feb 2022 (https://s22.q4cdn.com/826641620/files/doc_financials/2021/q4...). It is a public document, so of course Musk relied on it. No further due diligence is needed on that point because SEC filings MUST be accurate.
Now if the board lied, in writing, in a 10K filing, it is a Very Big Deal(tm).
Twitter have no obligation to provide any data to a potential buyer unless there is a contract to protect the effort they have to expend in order to get the information. Even when there are common due-dil type questions that the company might have already prepared, there is nothing stopping somebody from saying that something else is important to them.
Do you have any examples of Twitter arresting or imprisoning people for speech, or acquiescing to government censorship? Perhaps you are instead to moderating their private platform and enforcing community guidelines? I understand the latter can be annoying, but it is a mistake to conflate the two, as free speech is something very special and important and in the US is in fact codified into the Bill of Rights.
TL;DR free speech is between you and the government, not between you and someone else or some other company.
Free speech in terms of the first amendment is about government censorship, but in todays society with only a handful of giant media and tech companies controlling the vast majority of information flow, then free speech takes on a the second meaning about corporate or private censorship. It may not be illegal, but that doesn't mean its ok. And for the record, I do no support completely unmoderated media - that would be a nightmare. Free speech in both forms are, and will always be, very tricky things to deal with.
> then free speech takes on a the second meaning about corporate or private censorship
Then the government should pass laws stating that these private corporations are no longer able to moderate their own platforms as they see fit. There is no "second meaning" without concrete legal precedent.
In effect, large corporations are like secondary governments in how their actions, policies, and decisions affect our lives. That's what the second meaning is about - its not a legal concept, but rather how things work and feel in practice.
Should it? Should free speech be extended beyond the bounds of government and if so doesn’t that contradict its original meaning by making the government restrict who should and shouldn’t provide uncensored free speech?
Free speech never began with governments. The 1st is a prohibition on government interfering with the freedom of speech. That's the problem with this whole debate, most people have everything backwards. Free speech is a concept, an ideal that underpins the entire concept of a healthy, free, fair and open society.
> What about slander and libel laws or laws about claims made in advertisements?
Yep — here we're getting into Prior Restraint. It's both against the law to restrain free speech such as lies, but as you rightly point out, this speech can have other legal consequences.
My position is that the moderation and content policies ("community guidelines") that private companies and individuals have is also a form of expression. For example, this explains the legality of op/ed pages of newspapers publishing the viewpoints which they choose to, and omitting others. You could sue Fox News or Twitter for censoring or omitting your viewpoint, but this case would not and, in my opinion, should not, be successful.
But how much, if at all, should a public company, without a single owner actually have. And if so, who should decide what the stances are? I mean the very people that now suddenly defend "private" property rights are generally the same who argue against personhood for corporations outright and in total.
When major corporations stop receiving billions of dollars of my taxes and special legislation and other carve outs and also don't openly court being agents of political parties then i can start treating the difference seriously.
(the term gets thrown around a lot, and has been devalued into meaninglessness by the Russian government, but it does have a legal meaning in Germany and France)
Yes, their "denazification of Ukraine" propaganda, expanding from the presence of some far-right militia activity in some places to justifying the mass murder of civilians.
That and its excessive use on social media renders "Nazi" mostly useless as a descriptor, outside of those groups that explicitly and deliberately reference Nazi symbology and ideology.
> expanding from the presence of some far-right militia activity in some places
Note: smaller than that of the same ideological but different geopolitical alignment that Russia has been sponsoring for years (Azov exists, but it's smaller than Sparta) in the same conflict.
I didn't mean the russian propaganda. I meant the western media that had branded anyone with the most milquetoast traditional views as nazis for the past 7 years. The fucking canadian truckers were branded as fascists, for fuck's sake. did NSDAP protest against COVID-19 vaccine mandates too?
>some far-right militia activity in some places
FYI, those guy with wolfsangel and black sun insignias and swastika tattoos are not a militia but a legitimate unit of Ukraine's national guard
They claim to be a platform, not publishers, so they shouldn't be able to invoke publisher rights and be the judge of what can or cannot be published. Let the government do this mediation. Twitter should let people ask a judge to issue content take downs based on the law and just comply with it.
"Twitter is _not allowed_ to remove porn, spam, doxxing, or death threats without a court order (of what jurisdiction?)" would immediately collapse into goatse chaos.
It's shocking how many otherwise smart people are naïve about this. Even those who have been around the Internet long enough to know full well what happens with any text box (or worse, image upload) offered.
That's up for debate. Modern communication is so monopolized by twitter/FB that the argument of "they are a private company" no longer holds.
We can bemoan Russian interference in the elections all we want. But the power Twitter/FB hold is far more impactful on domestic and international democracy than any russian agent every could be.
Imagine a scenario where Twitter and Facebook lose their ability to unconditionally moderate the content of their platforms. Presumably they would need to check with government censors first? Again, I understand how annoying moderation can be! I just don't understand the alternative and I do not see how this alternative is not a huge violation of the First Amendment — this would precisely be the government telling private companies what they can and cannot publish.
Well, one alternative would be that they have to decouple their front-end and back-end and provide open APIs to their backend (posts/tweets, friends lists, etc.).
Facebook/Twitter can moderate/censor whatever they want on their own front-ends, but they can't remove anything from the backend.
People/companies can build alternative front-end apps that access the fb/twitter graphs and censor in a different way - so that users have an alternative.
No, it's not. If you want corporations to be beholden to the first amendment then pass laws saying that private companies can no longer moderate their platforms, full stop.
Pat was a "boy wonder" at Intel and could do no wrong — until Larrabee. I was working at Intel at the time and remember always assuming that Pat would someday be CEO. His departure came as such a shock to a lot of us, as does his return.
There was also Intel's whole pursuit of frequency--they demoed I think it was a 10GHz chip at IDF at one point (and Itanium was essentially an ILP-oriented design)--and resistance to multi-core. Some of it was doubtless Intel convincing themselves they could make it work. But they were also under a lot of pressure from Microsoft who didn't have confidence that they could do SMP effectively--at least that's what a certain Intel CTO told me. (Ironically, multi-core didn't end up being nearly the issue a lot of people were wringing hands over at the time thought it would be for various reasons.)
I’m not sure Itanium was a technical failure, to me it always was a business model failure as that CPU was co-developed with HP and essentially became a dedicated HP-Oracle box and by the time the ecosystem was opened up it was too late.
The heavy reliance on the compiler for ILP was an “odd-choice” but not something that was unsound in principle.
If the ecosystem was more open from the get go and more vendors were involved it had a much better chance of taking off.
And if nothing else at least it was something new.
The biggest disappointment I have with Itanium is that it and later Larabee/XeonPhi kinda pushed Intel even further into their own little x86 box when it came to processing units.
I think that failure is also why they haven’t really done anything interesting with Altera.
They do have Xe-graphics now. It's the closed Intel has come to a competitive non-x86 part in recent memory. It feels kind of forced though, everyone else has their own CPU+GPU now including Apple/Nvidia in addition to AMD/QC, so why wouldn't Intel? They also have OneAPI.
It would be interesting to see an explicitly JIT-based approach to ILP.
It wasn't. A few years earlier, I was the product manager for a line of large NUMA systems which admittedly had far larger near-far memory latency differences than it was on multicore systems. Commercial Unix systems still could have issues for write-intensive workloads but Windows was pretty much unusable for configurations that had far memory. Things were likely better by the mid-2000s but Windows was definitely still behind Unix in this regard. (Don't really know where Linux was at that point but IBM at least had done work in OSDL on various scale-up optimizations.)
In fairness it's not like Microsoft are alone in that. Single-thread performance is still incredibly important. The Mill focuses on single thread performance almost exclusively for that reason: nobody ever made the mythical auto-parallelising compilers we were all supposed to have by now, not even for Haskell. The big wins for exploiting parallelism in most ordinary software have been just scaling up lots of independent single-threaded transactional workloads via sharding, and massively concurrent runtimes like the JVM where you can move all the memory management workload onto other cores and out of the critical paths. In terms of ordinary programmers writing ordinary logic, single-threaded perf is still where it's at which is why the M1 has 4 big super-wide cores and 4 small cores rather than 32 medium cores.
If refurbishers were able to bypass the activation lock, what would the point of an activation lock be in the first place? This is perhaps one of the most important use cases, and it's a good sign that iFixit is complaining about it.
Calories and can be converted to Joules. The amount of energy to run a computer (a human computer or a physical one) is interesting to me personally, as is comparing the amount of extra calories (and thus, extra emissions) it costs me to ride my bike 20 miles to work vs. driving a gasoline car.
Agriculture + metabolism has a much lower emissions per km than gas powered cars.
Also, your emissions are ultimately plant based, so the only real net emissions are due to producing fertilizers and machinery for agriculture and the embedded emissions in your bike, to the extent those are oil/gas/coal based.
It's less that, and more that in high-performance-at-low-power realms, density (and CISC) is good - it means big complex operations can be hidden behind single instructions instead of needing multiple instructions and powering all of that hardware for multiple cycles.
The Atom needs instructions that make bigger, more complex operations simpler and lower powered, and with transistors the size they are these days they have ample silicon space to burn on these types of accelerators.
But also note that the Steelcase CEO's quotes are shaped to help sell their office pod systems. He's really not going to share his personal preferences, he's going to push their product.
