Twitter, Inc. 2022

Case Details

Date Filed: May 06, 2022
Case Number: 2022-0396-KSJM
Jurisdiction: Delaware Chancery Court
icon-casetype Case Type: Stockholder Class Action

Case Summary

This shareholder class action, filed May 6, 2022, seeks to protect the voting rights of Twitter stockholders in connection with the proposed takeover of the company by Elon Musk.  Specifically, Twitter and Musk appear poised to put the proposed takeover to a simple majority vote in which Musk and his affiliates will be permitted to vote—a vote in which, given Musk’s significant holdings of Twitter stock, the proposed takeover could be approved even without the support of most other Twitter stockholders.  The complaint alleges that, under Section 203 of the Delaware General Corporation Law, the proposed takeover must actually be approved by two-thirds of Twitter’s stockholders other than Musk and his affiliates—meaning that the proposed takeover can only be completed if it receives unambiguous support from Twitter’s public stockholders who will be cashed-out of their investments if the takeover is completed.