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Twitter Says Musk Signed Deal Without Asking for More Information

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Twitter published its account on Tuesday of its deal negotiations with Elon Musk, showing he opted out of asking the questions about the social media company’s business he has now cited in declaring the $44 billion (roughly Rs. 3,40,923 crore) acquisition is “on hold.”

The account, published in Twitter’s proxy statement that outlines what shareholders need to know to vote on the deal, paints a picture of Musk in a rush to clinch a deal with his “best and final” offer.

Musk negotiated the Twitter deal over the weekend of April 23 and April 24 without carrying out any due diligence, the proxy statement shows.

Since signing the deal on April 25, Musk has questioned the accuracy of Twitter’s public filings about spam accounts representing less than 5 percent of its user base, claiming they must be at least 20 percent. This is despite Twitter stating in its filings that the numbers could be higher than it estimates.

Independent researchers have projected that 9 percent to 15 percent of the millions of Twitter profiles are bots.

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Musk tweeted on Tuesday that Twitter Chief Executive Parag Agrawal has refused to show proof for his company’s estimate and that the deal cannot move forward until he does. Twitter’s proxy statement shows that in the run-up to the deal Musk made no effort to get information about the issue.

“Mr. Musk did not ask to enter into a confidentiality agreement or seek from Twitter any non-public info regarding Twitter,” Twitter said in its proxy statement.

The proxy statement makes no mention of threats Musk has tweeted about not going ahead with the deal if he does not get to the bottom of how many spam accounts are on the platform.

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Twitter investors appeared convinced that a deal at the agreed price was now out of the question. Twitter shares were trading around $37.55 (roughly Rs. 2,900) on Tuesday afternoon, a discount of more than 30 percent to the $54.20 (roughly Rs. 4,200) per share deal price.

Musk suggested for the first time on Monday at a conference in Miami that the deal could be done at a lower price, without specifying what that could be. He has yet to inform Twitter that he wants to renegotiate the deal.

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Legal experts have said Musk would likely lose in court if he tried to walk away from a deal. But they say that any litigation would likely be protracted and cast uncertainty over Twitter’s business. Even companies that have prevailed in court over their acquirers have ended up negotiating financial settlements.

Musk is contractually obligated to pay a $1 billion (roughly Rs. 7,750 crore) break-up fee if he does not complete the deal, but Twitter can sue for “specific performance” to force Musk to complete a deal and obtain a settlement from him as a result.

Ann Lipton, a professor at Tulane University Law School, said the fact that Musk had not asked Twitter for information before signing the deal meant he would now have to show that the company’s public filings were wrong and posed significant long-term financial issues — a high legal bar.

“Twitter has long said ‘this is our estimate of spam but we might be wrong.’ So it’s not clear that they said anything false,” Lipton said.

COMMITTED TO THE DEAL

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Twitter said on Tuesday it remained committed to the deal at the agreed price and expected it to be completed in 2022.

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The San Francisco-based company said in its proxy statement that Musk expressed his interest in joining its board or taking it private on March 26. This would indicate that Musk mischaracterised his stake of more than 9 percent in Twitter as passive when he revealed it in a regulatory filing on April 4. He subsequently clarified it was an active stake.

Representatives of Musk did not respond to requests for comment.

Musk also told Twitter that he contemplated starting a competitor, according to the proxy statement.

Twitter’s CEO, Agrawal, is entitled to a $60.2 million (roughly Rs. 466 crore) golden parachute if the deal closes, while the company’s chief financial officer, Ned Segal, would get $46.4 (roughly Rs. 360 crore) million, the proxy shows. Twitter’s top lawyer, Vijaya Gadde, would be paid $30 million (roughly  Rs. 232 crore).

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Goldman Sachs Group Inc stands to be paid $65 million (roughly Rs. 503 crore) for advising Twitter once the deal is completed, having already been paid $15 million (roughly Rs. 116 crore), the proxy statement shows.

Another Twitter adviser, JPMorgan Chase & Co, stands to be paid $48 million (roughly Rs. 372 crore) once the deal closes, having already made $5 million (roughly Rs. 39 crore) for its fairness opinion to the company.

© Thomson Reuters 2022


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Twitter Not Safer Under Elon Musk Leadership, Says Former Head of Trust and Safety

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Twitter’s former head of trust and safety Yoel Roth on Tuesday said the social media company was not safer under new owner Elon Musk, warning in his first interview since resigning this month that the company no longer had enough staff for safety work.

Roth had tweeted after Musk’s takeover that by some measures, Twitter safety had improved under the billionaire’s ownership.

Asked in an interview at the Knight Foundation conference on Tuesday whether he still felt that way, Roth said: “No.”

Roth was a Twitter veteran who helped steer the social media platform through several watershed decisions, including the move to permanently suspend its most famous user, former US President Donald Trump, last year.

His departure further rattled advertisers, many of whom backed away from Twitter after Musk laid off half of the staff, including many involved with content moderation.

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Before Musk assumed the helm at Twitter, about 2,200 people globally were focused on content moderation work, said Roth. He said he did not know the number after the acquisition because the corporate directory had been turned off.

Twitter under Musk began to stray from its adherence to written and publicly available policies toward content decisions made unilaterally by Musk, which Roth cited as a reason for his resignation.

“One of my limits was if Twitter starts being ruled by dictatorial edict rather than by policy … there’s no longer a need for me in my role, doing what I do,” he said.

The revamp of the Twitter Blue premium subscription, which would allow users to pay for a verified checkmark on their account, launched despite warnings and advice from the trust and safety team, Roth said.

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The launch was quickly beset by spammers impersonating major public companies such as Eli Lilly, Nestle and Lockheed Martin.

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Roth also said Tuesday that Twitter erred in restricting the dissemination of a New York Post article that made claims about then-Democratic presidential candidate Joe Biden’s son shortly before the 2020 presidential election.

But he defended Twitter’s decision to permanently suspend Trump for risk of further incitement of violence after the riot at the US Capitol on January 6, 2021.

“We saw the clearest possible example of what it looked like for things to move from online to off,” Roth said. “We saw people dead in the Capitol.”

Musk tweeted on November 19 that Trump’s account would be reinstated after a slim majority voted in favour of the move in a surprise Twitter poll.

© Thomson Reuters 2022

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WhatsApp Update Allows Users to Include Caption While Forwarding Media on iOS: All Details

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WhatsApp has begun rolling out a feature that will let iOS users forward media with captions. Previously, users had to send a caption as a separate message, when forwarding media. Now when iPhone owners using WhatsApp forward media, the app will include original caption, which can be manually removed. The feature is available in the latest version of the app on the App Store, as per details shared by a feature tracker.

According to a report by feature tracker WABetaInfo, WhatsApp users on iOS will be able to forward images, videos, GIFs, and documents, along with the original caption. The report includes a screengrab of the improved forwarding process, explaining that users will see a new view at the bottom of the screen when users select a media to forward, which can be tapped to add a caption.

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A WhatsApp screenshot showing the included media caption when forwarding a message

Photo Credit: WABetaInfo

Additionally, WhatsApp has also added a dismiss button that you can use to remove the caption from the image before forwarding the message, which could come in handy if you don’t want to include the original caption. It is worth noting that the captions shared with the forwarded media files will always be end-to-end encrypted.

The Meta-owned service continues to improve its messaging app with new features and updates. Recently, WhatsApp introduced a new feature called “Message Yourself” that allows users on iOS and Android to send messages to themselves, or forward messages to themselves. The feature is designed to help users store messages, files, and other media in an easily accessible location, and users can also forward messages from other chats, or share content from other apps directly to WhatsApp.

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Meanwhile, WhatsApp is reportedly working on a feature that will let Android users export and import their chat backups offline from Google Drive. The feature is said to provide access to the full chat history, images, videos, and other media files. The feature was first spotted in development back in June, but the company is yet to announce plans to roll out the feature on Android or iOS devices. 

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Twitter Stops Enforcing COVID-19 Misinformation Policy, Experts Express Concerns Over False Claims

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Twitter will no longer enforce its policy against COVID-19 misinformation, raising concerns among public health experts and social media researchers that the change could have serious consequences if it discourages vaccination and other efforts to combat the still-spreading virus.

Eagle-eyed users spotted the change Monday night, noting that a one-sentence update had been made to Twitter’s online rules: “Effective November 23, 2022, Twitter is no longer enforcing the COVID-19 misleading information policy.”

By Tuesday, some Twitter accounts were testing the new boundaries and celebrating the platform’s hands-off approach, which comes after Twitter was purchased by Elon Musk.

“This policy was used to silence people across the world who questioned the media narrative surrounding the virus and treatment options,” tweeted Dr. Simone Gold, a physician and leading purveyor of COVID-19 misinformation. “A win for free speech and medical freedom!”

Twitter’s decision to no longer remove false claims about the safety of COVID-19 vaccines disappointed public health officials, however, who said it could lead to more false claims about the virus, or the safety and effectiveness of vaccines.

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“Bad news,” tweeted epidemiologist Eric Feigl-Ding, who urged people not to flee Twitter but to keep up the fight against bad information about the virus. “Stay folks — do NOT cede the town square to them!”

While Twitter’s efforts to stop false claims about COVID weren’t perfect, the company’s decision to reverse course is an abdication of its duty to its users, said Paul Russo, a social media researcher and dean of the Katz School of Science and Health at Yeshiva University in New York.

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Russo added that it’s the latest of several recent moves by Twitter that could ultimately scare away some users and even advertisers. Some big names in business have already paused their ads on Twitter over questions about its direction under Musk.

“It is 100% the responsibility of the platform to protect its users from harmful content,” Russo said. “This is absolutely unacceptable.”

The virus, meanwhile, continues to spread. Nationally, new COVID cases averaged nearly 38,800 a day as of Monday, according to data from Johns Hopkins University — far lower than last winter but a vast undercount because of reduced testing and reporting. About 28,100 people with COVID were hospitalized daily and about 313 died, according to the most recent federal daily averages.

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Cases and deaths were up from two weeks earlier. Yet a fifth of the U.S. population hasn’t been vaccinated, most Americans haven’t gotten the latest boosters, and many have stopped wearing masks.

Musk, who has himself spread COVID misinformation on Twitter, has signalled an interest in rolling back many of the platform’s previous rules meant to combat misinformation.

Last week, Musk said he would grant “amnesty” to account holders who had been kicked off Twitter. He’s also reinstated the accounts for several people who spread COVID misinformation, including that of Rep. Marjorie Taylor Greene, whose personal account was suspended this year for repeatedly violating Twitter’s COVID rules.

Greene’s most recent tweets include ones questioning the effectiveness of masks and making baseless claims about the safety of COVID vaccines.

Since the pandemic began, platforms like Twitter and Facebook have struggled to respond to a torrent of misinformation about the virus, its origins and the response to it.

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Under the policy enacted in January 2020, Twitter prohibited false claims about COVID-19 that the platform determined could lead to real-world harms. More than 11,000 accounts were suspended for violating the rules, and nearly 100,000 pieces of content were removed from the platform, according to Twitter’s latest numbers.

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Despite its rules prohibiting COVID misinformation, Twitter has struggled with enforcement. Posts making bogus claims about home remedies or vaccines could still be found, and it was difficult on Tuesday to identify exactly how the platform’s rules may have changed.

Messages left with San Francisco-based Twitter seeking more information about its policy on COVID-19 misinformation were not immediately returned Tuesday.

A search for common terms associated with COVID misinformation on Tuesday yielded lots of misleading content, but also automatic links to helpful resources about the virus as well as authoritative sources like the Centers for Disease Control and Prevention.

Dr. Ashish Jha, the White House COVID-19 coordinator, said Tuesday that the problem of COVID-19 misinformation is far larger than one platform, and that policies prohibiting COVID misinformation weren’t the best solution anyway.

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Speaking at a Knight Foundation forum Tuesday, Jha said misinformation about the virus spread for a number of reasons, including legitimate uncertainty about a deadly illness. Simply prohibiting certain kinds of content isn’t going to help people find good information, or make them feel more confident about what they’re hearing from their medical providers, he said.

“I think we all have a collective responsibility,” Jha said of combating misinformation about COVID. “The consequences of not getting this right — of spreading that misinformation — is literally tens of thousands of people dying unnecessarily.”


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