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Judge appointed to Elon Musk v Twitter lawsuit has ordered a corporate buyout in the past

Ministério Das Comunicações, CC BY 2.0 , via Wikimedia Commons

Twitter’s lawsuit against Elon Musk will be ruled by Judge Kathaleen McCormick, who took over the role of chief judge of the Court of Chancery last year. She has a no-nonsense reputation, and she stands as one of the few jurists who actually ordered a reluctant buyer to close a U.S. corporate merger. 

Twitter’s lawsuit against Elon Musk is poised to be one of the most notable legal showdowns in recent years. The lawsuit was triggered by Musk’s recent announcement that he intends to walk away from his efforts to acquire Twitter, citing the social media company’s lack of transparency with its bot data. In response, Twitter took the legal route, so Musk would be required to complete the acquisition at the initially agreed-upon price of $54.20 per share. 

Adam Badawi, a law professor who specializes in corporate governance at the University of California Berkeley, noted that Judge McCormick’s track record suggests that she could make a stern decision about the Twitter vs. Elon Musk lawsuit. “She already has a track record of not putting up with some of the worst behavior that we see in these areas when people want to get out of deals. She is a serious, no-nonsense judge,” Badawi said. 

It should be noted that there are only a handful of times when judges have ordered reluctant buyers to close an attempted corporate acquisition. A case that McCormick handled was one of them, according to a Reuters report. It was pretty recent too, with Judge McCormick ruling last year that an affiliate of private equity firm Kohlberg & Co LLC should close its $550 million buyout attempt of DecoPac Holding Inc. 

Back then, Kohlberg argued that it was walking away because DecoPac had violated its merger agreement. Just like Musk, Kohlberg also claimed in part that DecoPac had failed to maintain ordinary operations. McCormick ultimately rejected Kohlberg’s arguments, however, describing her ruling as “chalking up a victory for deal certainty.”

Of course, Musk and Twitter’s acquisition deal is several magnitudes larger than Kohlberg and DecoPac. It also involves a publicly traded company, so any decision she might make about the matter could have material effects on Twitter’s shareholders. It may even affect Tesla shareholders, considering that most of Musk’s fortune is tied to his stake in the Texas-based electric vehicle maker. 

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Judge appointed to Elon Musk v Twitter lawsuit has ordered a corporate buyout in the past
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