Investor's Corner
Elon Musk fires warning shot at Twitter over bots issue: “This is a clear material breach”
Tesla CEO Elon Musk has fired a warning shot at Twitter over his concerns about the social media company’s spam and fake accounts. Musk’s concerns were outlined in a letter to the company on Monday.
The letter, which was included in an amended securities filing, featured several concerns that Musk had about the Twitter deal. As per the letter, Musk believes that Twitter is “actively resisting and thwarting his information rights” by refusing to disclose the specifics of its data on spam and fake accounts.
While Musk and Twitter had already agreed on a $44 billion buyout, Musk noted that he is putting the deal “temporarily on hold” amidst the social media company’s claims that less than 5% of its users are fake or spam accounts. Musk believes that the number is far larger, and he has since demanded clearer data pertaining to Twitter’s own estimates.
“It really depends on a lot of factors here. I’m still waiting for some sort of logical explanation for the number or sort of fake or spam accounts on Twitter. And Twitter is refusing to tell us. This seems like a strange thing. Like if you said, ‘Okay, I’m going to agree to buy your house’. You say the house has less than 5% termites. That’s an acceptable number. But if it turns out it the right per cent is 90% termites, that’s not okay,” Musk previously said at the All-In Summit.
The letter also noted that Twitter is in a “clear material breach” of its obligations by refusing to provide clear data about the Tesla CEO’s concerns. Musk’s lawyers further noted in the letter that Twitter’s refusal to accommodate Musk’s requests so far is causing further suspicion that information is being withheld.
Following is the letter sent by Musk’s legal team:
“We are in receipt of correspondence sent on Twitter’s behalf dated June 1, 2022, responding to Mr. Musk’s request for the data and information described in my letters dated May 25, 2022 and May 31, 2022.
“Mr. Musk does not agree with the characterizations in Twitter’s June 1 letter. Twitter has, in fact, refused to provide the information that Mr. Musk has repeatedly requested since May 9, 2022 to facilitate his evaluation of spam and fake accounts on the company’s platform. Twitter’s latest offer to simply provide additional details regarding the company’s own testing methodologies, whether through written materials or verbal explanations, is tantamount to refusing Mr. Musk’s data requests.
“Twitter’s effort to characterize it otherwise is merely an attempt to obfuscate and confuse the issue. Mr. Musk has made it clear that he does not believe the company’s lax testing methodologies are adequate so he must conduct his own analysis. The data he has requested is necessary to do so.
“As noted, under various terms of the merger agreement, Twitter is required to provide data and information that Mr. Musk requests in connection with the consummation of the transaction. Twitter’s obligations to provide Mr. Musk with information is not, as the company’s June 1 letter suggests, limited to a “very specific purpose: facilitating the closing of the transaction.” To the contrary, Mr. Musk is entitled to seek, and Twitter is obligated to provide, information and data for, inter alia, “any reasonable business purpose related to the consummation of the transaction” (Section 6.4).
“Twitter must also provide reasonable cooperation in connection with Mr. Musk’s efforts to secure the debt financing necessary to consummate the transaction, including by providing information “reasonably requested” by Mr. Musk (Section 6.11). Mr. Musk’s requests for user data not only satisfies both criteria, but also meets even Twitter’s narrowed interpretation of the merger agreement, as this information is necessary to facilitate the closing of the transaction.
“As Twitter’s prospective owner, Mr. Musk is clearly entitled to the requested data to enable him to prepare for transitioning Twitter’s business to his ownership and to facilitate his transaction financing. To do both, he must have a complete and accurate understanding of the very core of Twitter’s business model—its active user base. In any event, Mr. Musk is not required to explain his rationale for requesting the data, nor submit to the new conditions the company has attempted to impose on his contractual right to the requested data.
“At this point, Mr. Musk believes Twitter is transparently refusing to comply with its obligations under the merger agreement, which is causing further suspicion that the company is withholding the requested data due to concern for what Mr. Musk’s own analysis of that data will uncover.
“If Twitter is confident in its publicized spam estimates, Mr. Musk does not understand the company’s reluctance to allow Mr. Musk to independently evaluate those estimates. As noted in our previous correspondence, Mr. Musk will of course comply with the restrictions provided under Section 6.4, including by ensuring that anyone reviewing the data is bound by a non-disclosure agreement, and Mr. Musk will not retain or otherwise use any competitively sensitive information if the transaction is not consummated.
“Based on Twitter’s behavior to date, and the company’s latest correspondence in particular, Mr. Musk believes the company is actively resisting and thwarting his information rights (and the company’s corresponding obligations) under the merger agreement. This is a clear material breach of Twitter’s obligations under the merger agreement and Mr. Musk reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement.”
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Elon Musk
‘You chose ambition’: Tesla Chair hails shareholders for backing Elon Musk’s vision
Denholm stated that the vote highlighted TSLA investors’ continued confidence in both Musk’s leadership and Tesla’s vision for an autonomous, AI-driven future.
Tesla Chair Robyn Denholm has issued a letter to shareholders celebrating what she described as “overwhelming support” at this year’s Annual Meeting, framing the approval of Elon Musk’s trillion-dollar pay plan as a defining moment in Tesla’s mission.
Denholm stated that the vote highlighted TSLA investors’ continued confidence in both Musk’s leadership and Tesla’s vision for an autonomous, AI-driven future.
Denholm hails shareholder confidence
In her letter, which was posted by the electric vehicle maker on X through Tesla’s official handle, Denholm thanked investors for backing Proposals One, Three, and Four, items she said reaffirm Tesla’s “Master Plan Part IV” and its broader mission to accelerate sustainable prosperity. She characterized the shareholder vote as “a vote of confidence in our visionary leader, Elon,” crediting Musk with transforming Tesla into one of the most valuable companies in history.
“In a year when many tried to sow doubt and negativity, you chose a better future,” Denholm wrote. “You chose ambition. You chose to see what is possible. You chose to back the people who have been in the room since the earliest days, fighting for the mission that first brought us all together—a better world for humanity,” she wrote in her letter.
Her comments framed Musk’s pay package approval not only as a governance milestone but as a symbolic endorsement of Tesla’s long-term trajectory across autonomy, AI, and energy innovation.
“A whole new book” of innovation
Denholm highlighted Tesla’s push toward autonomy as the company’s next major growth phase, citing the Robotaxi program and Optimus humanoid robot as examples of bringing artificial intelligence “into the physical world.” She described this period as potentially “the largest value-creation event in Tesla’s history, and quite possibly in the history of humanity.”
The letter reaffirmed the board’s commitment to direct engagement with shareholders through Tesla’s online platform and live events. Denholm emphasized that feedback from investors “informs our strategy and strengthens us” as Tesla prepares for new technology rollouts and expanded AI capabilities.
“You, our shareholders, have given us the mandate and the runway to execute. We are humbled, and rest assured that we do not take that responsibility lightly… Thank you for believing in Tesla. Thank you for standing with us. We look forward to years of bold leadership and pioneering innovation, fueled by our commitment to creating a better future for all,” she wrote.
Elon Musk
Twitter co-founder Jack Dorsey endorses Elon Musk Tesla pay package
Dorsey framed the pay package as an engineering and governance crossroads for Tesla.
Twitter co-founder and Square CEO Jack Dorsey has publicly backed Elon Musk’s leadership ahead of Tesla’s pivotal shareholder vote, which is expected to be decided later today at the company’s 2025 annual meeting.
Dorsey framed the pay package as an engineering and governance crossroads for Tesla.
Dorsey’s public nod framed as an engineering defense of Musk
In a post on X, Dorsey weighed in on Tesla’s post about being in a “critical inflection point.” As per the Twitter-co-founder, the vote on Musk’s 2025 performance award is not about compensation. Instead, it’s about ensuring the path for the company’s engineering in the coming years.
“This is not about compensation. it’s about ensuring a principled (and exciting!) engineering approach to the company’s future,” Dorsey wrote on his post, later stating that users of Cash app with TSLA shares would be able to vote for the CEO’s proposed 2025 performance award.
Elon Musk appreciated Dorsey’s endorsement, responding to the Twitter co-founder’s post with a heart emoji. Musk has been pretty thankful for the support for is fellow tech executives, also thanking Michael Dell recently, who also advocated for its proposed 2025 performance award.
Musk’s support
While Elon Musk’s 2025 performance award has received opposition from proxy advisors such as Glass Lewis and ISS, it has received quite a lot of support from longtime bulls such as ARK Invest, and, more recently, Schwab Asset Management following calls from TSLA retail shareholders.
“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved,” Charles Schwab told Teslarati.
Elon Musk
Tesla Robotaxi and autonomy dreams lean on shareholders: Wedbush
Tesla’s dreams of developing a Robotaxi suite that utilizes a fully autonomous platform developed by the company’s top-tier talent now lean on shareholders and perhaps the most crucial vote in its history.
That’s what Dan Ives of Wedbush said in a new note to investors on Wednesday. As the Annual Shareholders’ Meeting is now just one day away, investors are down to their final chance to vote for or against Elon Musk’s new compensation plan.
Ives wrote that, while the company has made its intentions clear, wanting to maintain Musk, pay him accordingly, and give him the voting power he has long wanted, ultimately, the responsibility falls on investors.
🚨 A new note from Wedbush’s Dan Ives on Tesla $TSLA:
“A Big Day On Deck Tomorrow for Musk and Tesla; We Expect Pay Package Passes
Tomorrow Tesla will be hosting its annual shareholder meeting with all focus on the Musk pay package on deck. We expect Musk to get overwhelming…
— TESLARATI (@Teslarati) November 5, 2025
As many retail shareholders have pushed for people to vote for Musk’s compensation package, there are a handful of large-scale funds and firms that have decided to go in another direction. Bullish Wall Street firms, Wedbush being one of them, believe it is crucial for Tesla to maintain Musk.
The vote could have major implications on whether Tesla launches an autonomous Robotaxi suite in the near future, Ives says:
“Getting Musk’s pay package approved tomorrow at the highly anticipated meeting will be a big step towards advancing Tesla’s future goals with the autonomous and Robotaxi roadmap ahead.”
While some investors are convinced the company is ready to go in a different direction simply based on Musk’s political involvement over the past year, many investors are under the impression that the development of Tesla’s autonomy suite, as well as its prowess in the EV sector, would fall if Elon were not at the helm.
Tesla’s Board of Directors has already stated that they have received confirmation that Musk’s political involvement would wind down in a timely manner. Moving forward, his focus will not veer from the mission of any of his companies; at least that’s what can be gathered from some of the Board’s communications over the past month.
Musk’s new compensation package is incentivized by performance metrics and will require him to achieve a handful of lofty tranches. He will not get paid unless he drives shareholder value, which is something many skeptics tend to leave out.
Ives continues:
“This new incentive-driven pay package for Musk would also provide an additional 423 million shares of common stock (~12% of shares), which would increase his ownership of Tesla up to ~25% voting power, which we believe was critical to keep Musk at the helm to lead Tesla through the most critical time in the company’s history. We believe this was the smart move by the Board to lay out these incentives/pay package at this key time as the biggest asset for Tesla is Musk…and with the AI Revolution, this is a crucial time for Tesla ahead with autonomous and robotics front and center.”
Wedbush maintained its Outperform rating and $600 price target on shares.
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