# Elon Musk Deposition: Tesla CEO Questioned Under Oath on the Twitter Acquisition

*John M. Phillips* · https://www.youtube.com/watch?v=VEeNdi64fnA

## Summary

This is a deposition of Elon Musk regarding his attempted withdrawal from the Twitter acquisition, focused on his public claims about fake accounts. Musk testifies that his "deal on hold" tweet meant only a temporary delay, that he never instructed advisors to stop working on the deal, and that he agreed to buy Twitter because he believed he would not receive a fair hearing from Judge Kathleen McCormick. The transcript repeats the same question sequence three times.

## Key points

- Musk confirms his tweet about the deal being on hold referred to Twitter's fake account calculations in its SEC filings and meant a temporary delay until he received supporting details.
- Musk says he never instructed advisors, attorneys, or bankers to suspend work on the purchase.
- Musk states he had no basis for his claim that fake accounts might be over 90%, saying he had no rational number calculation at the time.
- Musk does not recall being told that Quinn Emanuel received backup data on Twitter's sampling process on July 1st, 2022, or that Twitter invited his data scientists to meet.
- Musk says he agreed to dismiss his claims and buy Twitter because he was told he would not receive a fair hearing from Judge Kathleen McCormick.
- Musk obtained both debt and equity financing without the information he claimed Twitter had failed to provide.
- Musk told Morgan Stanley Twitter could be worth 200 to 300 billion dollars under his ownership and believed Twitter was exaggerating its user numbers.
- Musk admits that before signing on April 25th, 2022, he did not ask for underlying fake account data or request language in the merger agreement requiring Twitter to provide it.
- The transcript repeats the same deposition sequence three times, ending around 36 minutes.

## Notes

### The "Deal on Hold" Tweet
- Musk confirms his tweet referred to Twitter's calculation of fake accounts underlying its SEC filings, and that he was waiting on details supporting that calculation.
- He characterizes the hold as "a temporary delay" in the deal closing until he received the information.
- He denies instructing advisors, attorneys, or bankers to suspend work: "we're literally just waiting for the documents."
- On his claim that fake accounts "might be over 90%", Musk says he had no basis for a rational number calculation and it was "not impossible" the number was very high.

### Missing Information and Meeting Invitations
- Musk says he never got answers on how Twitter picked the 100 accounts in its sampling or how it determined which were real or fake.
- He does not recall being told that Quinn Emanuel received backup data on Twitter's sampling process on July 1st, 2022, and says he probably would have wanted to know that before terminating the deal a week later.
- He does not recall advisors Alex Spiro, Andrew Rossman, or Skadden Arps attorneys relaying Twitter's invitation for his data scientists to meet, or a follow-up discussion offer involving Parag.

### Post-Acquisition Analysis and Disclosures
- Musk says an internal analysis of fake accounts was conducted shortly after the acquisition by a team he cannot identify, and he does not recall if it was documented.
- He did not inform advertisers, equity or debt investors, or PricewaterhouseCoopers of any determination that fake accounts were a higher percentage, beyond his public statements.

### Why He Closed the Deal
- Musk agreed to dismiss his claims and buy Twitter because he was told he would not receive a fair hearing from Judge Kathleen McCormick, citing her subsequent ruling on the Tesla shareholder vote.
- He obtained both debt and equity financing without the information he claimed Twitter withheld.
- He told Morgan Stanley Twitter could be worth 200 to 300 billion dollars under his ownership and believed Twitter was exaggerating its user numbers.

### Pre-Signing Diligence
- Musk first focused on MDAU numbers around a meeting with Parag and Ned in San Francisco, after the deal was signed.
- Before signing on April 25th, 2022, he did not ask for underlying fake account data, did not ask to speak with Twitter employees involved in estimation, and nothing prevented him from adding merger agreement language requiring Twitter's methodology and raw data.

## Transcript

[00:00] The calculation that you were referring to in this tweet, were you referring to Twitter's calculation of fake accounts underlying its SEC filings, right? >> Yes. >> And the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right? >> Yes. >> And when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close, right? >> Just that it would there there is there's a temporary delay. >> Delay on the deal closing. >> Yeah, it's a very temporary temporary delay. >> Until you receive this information. >> Yes. >> Did you instruct any of your advisors to

[00:43] suspend the purchase? >> No. >> Did you tell your attorneys to stop working on the deal? >> No. >> Did you tell your bankers to stop working on the deal? >> No, this is we're literally just waiting for the documents. >> Had you received at this point in time, May 15th, any analysis from Twitter that there was more than 5%? >> I don't think so. >> When you said might be over 90%, why did you use that number? >> I'm I'm simply saying that I had no basis at this point for a rational number calculation. So, it was not impossible that it it could be some very high number. >> And just so I'm following, so the first question is how you identify those 100 and then of those 100, how do you determine whether real or fake?

[01:35] >> Yes. >> And you're saying Twitter didn't give you that answer. >> I I never got an answer for how they picked the 100. And I never got an answer for how they determined of the 100, which one were which ones real. Does that sound like a method to you? It sound like a method to me. >> And your advisor >> Sounds like >> Did anyone ever tell you that Quinn Emanuel had received backup data on their on Twitter's sampling process on July 1st, 2022? >> I don't recall. >> Would that have been something that you would have wanted to know before you terminated the deal a week later? >> Probably. >> Did you find it useful for your data scientist to meet with Twitter's data scientists? >> I would have That would make sense.

[02:23] >> Yeah. Do you know if that was done? >> I don't know. >> Did anyone advise you that Twitter had made that invitation? >> I don't think so.

[02:41] >> It's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you? >> I don't recall. >> And is it fair to say that you don't recall any of your advisors that are copied on this letter, Alex Spiro, Andrew Rossman, or the attorneys from Skadden Arps relaying the invitation that Twitter had made for your data scientists to meet? Correct? >> I don't recall. >> Kate also writes on the fourth paragraph, {quote} "As follow-up, he offered to have a smaller group discussion with Elon to for him and Parag. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention, and instead explaining activity versus

[03:33] mDAU will better frame the question." {close quote} Did you ever receive that message from any one of your team members? >> I don't recall. >> Did you have any follow-up group discussions with Ned or Parag? >> I don't think so. >> How did their methodologies differ from what Twitter was doing? >> I don't recall. >> The stock market went up about 27%. >> Wow. In one day? >> Does that surprise you? >> It went went up 20%. Are you saying it went up 27% percent in one day? >> It went Yes, 27% after this filing was made. >> In one day? >> Would that surprise you? >> That sounds high. >> Yeah. Would it surprise you that it went up at all after this filing? >> Well, the stock market Stocks go up and

[04:23] down, but but if you're saying it went up I actually don't know. You're saying it went It went up 27% in one day? Is Is that correct? >> When did you conduct the analysis? >> Uh shortly after the acquisition. >> Did you use outside data scientists to perform this calculation? >> No, we just we could do internal analysis. >> Okay. And who at Twitter performed this analysis? >> I don't recall. >> And what was it? One person, 10 people? Was it a team? >> I think it was a team. >> And you can't identify any of those people? >> Not that I'm aware of. >> Uh was this calculation documented somewhere? >> I don't recall. >> Uh did you inform advertisers that fake accounts represented a higher percentage

[05:18] of the platform's account holders? >> I don't recall. >> Do you Did you inform your equity or debt investors that fake accounts represented a higher percentage of the platform's account holders? >> Not beyond my public statements. >> So, you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders, correct? Other than your public statements. >> Not other than the public statements.

[06:04] >> After you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate? >> I don't recall. >> Do you have a public accountant at X? >> Uh PricewaterhouseCoopers. >> Is Pricewaterhouse your accountant? >> I believe so. >> Did you inform Pricewaterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate? >> Uh not beyond my public statements. >> Yet after all that, you agreed eventually to dismiss your claims and to buy Twitter, correct? >> Yeah. >> And you did that because you thought the judge in Delaware would order you to buy it. >> Um I was told that we would not receive

[06:52] a fair hearing from Kathleen McCormick. Um that she has she had a strong bias against me. And uh you know, subsequent ruling regarding the Tesla shareholder vote showed that to be true. >> And is that the reason you agreed to capitulate on the Twitter case? >> Yes. I did not believe I would receive a fair hearing. >> Any other reason? >> No. >> Why do you think she's biased against you? Just because of her rulings? >> Yes. >> Were you able to obtain the debt financing even without the information that you claim Twitter had not provided you? >> The debt financing came through, yes. >> Were you able to obtain equity financing even without the information that you claim Twitter had not provided you?

[07:40] >> Yes. >> You told Morgan Stanley that Twitter could be worth 200 to 300 billion dollars under your ownership. >> Yeah. >> Do you remember that? >> I may have said that. >> Did you feel that at the time? >> I thought there was a lot of untapped potential. >> Did you tell Morgan Stanley during these initial stages before you made an offer that you believed Twitter's real user numbers were much lower than the numbers Twitter was disclosing? >> I Yeah, I thought I thought Twitter was exaggerating the numbers. >> Have you ever heard of the term monetizable daily active users? >> Yes. >> That was the metric that Twitter was using? >> Yes. >> Had you as of April 11th 2022 looked at its MDAU numbers?

[08:29] >> I I'm not sure of the date. >> Do you remember when the first time is that you focused on those numbers? >> Uh I think it may have been when I met with Parag and Ned. >> In San Jose? >> I think it was in San Francisco. >> Oh, in San Francisco on May 6th? >> I don't know the exact date, but >> But it was after the deal closed? Or sorry, it was after the deal was signed? >> I believe so, yes. >> Okay. You wanted the right to take confirmatory business due diligence as part of this offer. >> Yes. >> And why did you want to do that?

[09:10] >> I would just need to make sure that the the public statements are accurate. >> Right.

[09:28] Anything more in particular? >> No. >> Prior to signing, did you or anyone on acting on your behalf ever ask for the underlying data used to make that estimate? >> I don't think so. >> Prior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process? >> Not that I can recall. >> Prior to signing on April 25th, 2022, uh did you ask a single question about the prevalence of fake accounts on Twitter's platform? >> Um I mean, I raised uh many many times with Jack, but the but the you know, what was he doing about the fake and spam accounts uh that were plaguing the system. >> Other than these conversations with Mr. Dorsey that you were described before, any other conversations?

[10:18] >> Um not that I can recall.

[10:27] >> Did anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to estimate the percentage of fake accounts? >> Not that I can recall. >> Anything prevent you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users? >> [snorts] >> Not that I can recall. >> At this meeting, was anybody upset? If you know, to the other side, like perceptively upset. >> Uh I don't recall. >> So, at the meeting itself, did you express um your displeasure to them? >> I probably did. >> Do you remember one way or the other? >> I don't recall exactly what I said, but

[11:20] I wouldn't have been uh particularly pleased that they could not just justify that the how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company. >> I understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting? >> I think I did. >> Do you remember specifically what you said? >> No. >> Is it fair to say that Ned and Parag's description of Twitter's methodology was not so concerning that it caused you to request to meet with Twitter's management team or its engineers or its sampling team team members to better understand the basis for the calculations? >> I don't recall. >> You never did that on May 6th and you

[12:02] never did that after May 6th, right? >> I don't recall. >> The calculation that you're referring to in this tweet, were you referring to Twitter's calculation of fake accounts underlying its SEC filings, right? >> Yes. >> And the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right? >> Yes. >> And when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close, right? >> Just that it would there that is there's a temporary delay. >> Delay on the deal closing. >> Yeah, it's a very temporarily a temporary delay. >> Until you receive this information.

[12:45] >> Yes. >> Did you instruct any of your advisers to suspend the purchase? >> No. >> Did you tell your attorneys to stop working on the deal? >> No. >> Did you tell your bankers to stop working on the deal? >> No, this is uh we're literally just waiting for the documents. >> Had you received at this point in time, May 15th, any analysis from Twitter that there was more than 5%? >> I don't think so. >> When you said it might be over 90%, why did you use that number? >> Um I'm simply saying that I had no basis at this point for uh a rational number calculation. So, it was not impossible that it it could be some very high number. >> And just so I'm following, so the first question is how you identify those 100,

[13:38] and then of those 100, how do you determine whether real or fake? >> Yes. >> And you're saying Twitter didn't give you that answer. >> I I never got an answer for how they picked the 100. And I never got an answer for how they determined of the 100 which one were which ones were real. Does that sound like a method to you? It doesn't sound like a method to me. >> And your advisor >> Sounds like >> Did anyone ever tell you that Quinn Emanuel had received backup data on their on Twitter's sampling process on July 1st, 2022? >> I don't recall. >> Would that have been something that you would have wanted to know before you terminated the deal a week later? >> Probably. >> Did you find it useful for your data scientist to meet with

[14:24] Twitter's data scientist? >> I would have That would make sense. >> Yeah. Do you know if that was done? >> I don't know. >> Did anyone advise you that Twitter had made that invitation? >> I don't think so.

[14:46] >> It's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you? >> I don't recall. >> And is it fair to say that you don't recall any of your advisors that are copied on this letter, Alex Spiro and Andrew Rossman, or the attorneys from Skadden Arps relaying the invitation that Twitter had made for your data scientist to meet? Correct? >> I don't recall. >> Kate also writes on the fourth paragraph, quote, "As follow-up, he offered to have a smaller group discussion with Elon to for him and Parag. He said he thought that would be constructive and more helpful than waiting for raw data output. Some of which is limited due to data retention. And instead explaining activity versus

[15:39] MDAU will better frame the question. Close quote. Did you ever receive that message from any one of your team members? >> I don't recall. >> Did you have any follow-up group discussions with Ned or Parag? >> I don't think so. >> How did their methodologies differ from what Twitter was doing? >> I don't recall. >> Okay, the stock market went up about 27%. >> Wow. In one day? >> Does that surprise you? >> It went It went up 20%. Are you saying it went up 27% in one day? >> It went to Yes, 27% after this filing was made. >> In one day? >> Would that surprise you? >> That sounds high. >> Would it surprise you that it went up at all after this filing? >> Well, the stock market Stocks go up and down. But But if You're saying it went

[16:31] up I went up I actually don't know. You're saying it went It went up 27% in one day? Is Is that correct? >> When did you conduct the analysis? >> Uh shortly after the acquisition. >> Did you use outside data scientists to perform this calculation? >> No, we just We could do internal analysis. >> Okay, and who at Twitter performed this analysis? >> I don't recall. >> You know, what Was it one person, 10 people? Was it a team? >> I think it was a team. >> And you can't identify any of those people? >> Not off hand. >> Uh was this calculation documented somewhere? >> I don't recall. >> Did you inform advertisers that fake accounts represented a higher percentage of the platform's account holders?

[17:26] >> I don't recall. >> Did you Did you inform your equity or debt investors that fake accounts represented a higher percentage of the platform's account holders? >> Not beyond my public statements. >> Okay. So, you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders, correct? Other than your public statements. >> Not other than the public statements.

[18:10] >> After you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate? >> I don't recall. >> Do you have uh a public accountant at X? >> Uh PricewaterhouseCoopers. >> Is Pricewaterhouse your accountant? >> I believe so. >> Did you inform Pricewaterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate? >> Uh not beyond my public statements. >> Yet, after all that, you agreed eventually to dismiss your claims and to buy Twitter, correct? >> Yes. >> And you did that because you thought the judge in Delaware would order you to buy it. >> Um I was told that we would not receive

[18:58] a fair hearing from Kathleen McCormick. Um that she has She had a strong bias against me. And uh you know, subsequent ruling regarding the Tesla shareholder vote showed that to be true. >> And is that the reason you agreed to capitulate on the Twitter case? >> Yes, I did not believe I would receive a fair hearing. >> Any other reason? >> No. >> Why do you think she's biased against you? Just because of her rulings? >> Yes. >> Were you able to obtain the debt financing even without the information that you claim Twitter had not provided you? >> The debt financing came through, yes. >> Were you able to obtain equity financing even without the information that you claim Twitter had not provided you?

[19:46] >> Yes. >> You told Morgan Stanley that Twitter could be worth 200 to 300 billion dollars under your ownership. >> Yes. >> Do you remember that? >> I may have said that. >> Did you feel that at the time? >> I thought there was a lot of untapped potential. >> Did you tell Morgan Stanley during these initial stages before you made an offer that you believed Twitter's real user numbers were much lower than the numbers Twitter was disclosing? >> I Yeah, I thought I thought Twitter was exaggerating the numbers. >> Have you ever heard of the term monetizable daily active users? >> Yes. >> And that was the metric that Twitter was using? >> Yes. >> Had you as of April 11th 2022 looked at its MDAU numbers?

[20:35] >> I'm not sure of the date. >> Do you remember when the first time is that you focused on those numbers? >> I I think it may have been when I met with Parag and Ned. >> In San Jose? >> I think it was in San Francisco. >> Oh, in San Francisco on May 6th? >> I don't know the exact date. >> Okay. But it was after the deal closed or sorry, it was after the deal was signed. >> I believe so, yes. >> Okay. You wanted the right to take confirmatory business due diligence as part of the software. >> Yes. >> Okay. And why did you want to do that?

[21:15] >> Uh we just need to make sure that the the public statements are accurate. >> Right.

[21:34] Anything more in particular? >> No. >> Prior to signing, did you or anyone on acting on your behalf ever ask for the underlying data used to make that estimate? >> I don't think so. >> Prior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process? >> Not that I can recall. >> Prior to signing on April 25th, 2022, uh did you ask a single question about the prevalence of fake accounts on Twitter's platform? >> Um I mean, I raised uh many many times with Jack with the with the you know, what was he doing about the fake and spam accounts uh that were playing the system. >> Other than these conversations with Mr. Dorsey that you were described before, any other conversations?

[22:24] >> Um not that I can recall.

[22:33] >> Did anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to estimate the percentage of fake accounts? >> Not that I can recall. >> Anything prevent you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users? >> Not that I can recall. >> This meeting, was anybody upset? With you to the other side like perceptively upset. >> Uh I don't recall. >> So, at the meeting itself, did you express um your displeasure to them? >> I probably did. >> Do you remember one way or the other? >> I don't recall exactly what I said, but

[23:26] I wouldn't have been uh particularly pleased that they could not just justify that the how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company. >> I understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting? >> I think I did. >> Do you remember specifically what you said? >> No. >> Is it fair to say that Ned and Parag's description of Twitter's methodology was not so concerning that it caused you to request to meet with Twitter's management team or its engineers or its sampling team team members to better understand the basis for the calculations? >> I don't recall. >> You never did that on May 6th and you

[24:08] never did that after May 6th, right? >> I don't recall. >> The calculation that you were referring to in this tweet, were you referring to Twitter's calculation of fake accounts underlying its SEC filings, right? >> Yes. >> And the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right? >> Yes. >> And when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close, right? >> Just that it would there that is there's a temporary delay. >> Delay on the deal closing. >> Yeah, temporary temporarily a temporary delay. >> Until you receive this information.

[24:50] >> Yes. >> Did you instruct any of your advisers to suspend the purchase? >> No. >> Did you tell your attorneys to stop working on the deal? >> No. >> Did you tell your bankers to stop working on the deal? >> No, this is we're literally just waiting for the documents. >> Had you received at this point in time, May 15th, any analysis from Twitter that there was more than 5%? >> I don't think so. >> When you said might be over 90%, why did you use that number? >> I'm simply saying that I had no basis at this point for a rational number calculation. So, it was not impossible that it it could be some very high number. >> And just so I'm following, so the first question is how you identify those 100

[25:44] and then of those 100, how do you determine whether real or fake? >> Yes. >> And you're saying Twitter didn't give you that answer. >> I never got an answer for how they picked the 100. And I never got an answer for how they determined of the 100 which one were which one's real. Does that sound like a method to you? It doesn't sound like a method to me. >> And your advisor >> Sounds like >> Did anyone ever tell you that Quinn Emanuel had received backup data on your on Twitter's sampling process on July 1st, 2022? >> I don't recall. >> Would that have been something that you would have wanted to know before you terminate the deal a week later? >> Probably. >> Did you find it useful for your data

[26:29] scientist to meet with Twitter's data scientist? >> I would have that would make sense. >> Yeah. Do you know if that was done? >> I don't know. >> Did anyone advise you that Twitter had made that invitation? >> I don't think so.

[26:52] >> It's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you? >> I don't recall. >> And is it fair to say that you don't recall any of your advisors that are copied on this letter, Alex Spiro and Andrew Rossman, or the attorneys from Skadden Arps relaying the invitation that Twitter had made for your data scientists to meet? Correct? >> I don't recall. >> Kate also writes on the fourth paragraph, {quote} "As follow-up, he offered to have a smaller group discussion with Elon to for him and Parag. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention, and instead explaining activity versus

[27:45] MDAU will better frame the question." {close quote} Did you ever receive that message from any one of your team members? >> I don't recall. >> Did you have any follow-up group discussions with Ned or Parag? >> I don't think so. >> How did their methodologies differ from what Twitter was doing? >> I don't recall. >> Okay, the stock market went up about 27%. >> Wow. In one day? >> Does that surprise you? >> It went went up 20%. Are you saying it went up 27% in one day? >> It went Yes, 27% after this filing was made. >> In one day? >> Would that surprise you? >> That sounds high. >> Would it surprise you that it went up at all after this filing? >> Well, the stock market stocks go up and down, but but if you say it went up I

[28:37] actually don't know You're saying it went It went up 27% in one day? Is Is that correct? >> When did you conduct the analysis? >> Uh shortly after the acquisition. >> Did you use outside data scientists to perform this calculation? >> No, we just we could do internal analysis. >> Okay. And who at Twitter performed this analysis? >> I don't recall. >> And what was it? One person, 10 people? Was it a team? >> I think it was a team. >> And you can't identify any of those people? >> Not offhand. >> Uh was this calculation documented somewhere? >> I don't recall. >> Uh did you inform advertisers that fake accounts represented a higher percentage of the platform's account holders? >> I don't recall.

[29:35] >> Do you Did you inform your equity or debt investors that fake accounts represented a higher percentage of the platform's account holders? >> Not beyond my public statements. >> So, you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders, correct? Other than your public statements. >> Not other than the public statements.

[30:15] >> After you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate? >> I don't recall. >> Do you have uh a public accountant at X? >> Uh PricewaterhouseCoopers. >> Is Pricewaterhouse your accountant? >> I believe so. >> Did you inform Pricewaterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate? >> Uh not beyond my public statements. >> Yet after all that, you agreed eventually to dismiss your claims and to buy Twitter, correct? >> Yes. >> And you did that because you thought the judge in Delaware would order you to buy it. >> Um I was told that we would not receive

[31:04] a fair hearing from Kathleen McCormick. Um that she has she had a strong bias against me. And her you know, subsequent ruling regarding the Tesla shareholder vote showed that to be true. >> And is that the reason you agreed to capitulate on the Twitter case? >> Yes. I did not believe I would receive a fair hearing. >> Any other reason? >> No. >> Why do you think she's biased against you? Just because of her rulings? >> Yes. >> Were you able to obtain the debt financing even without the information that you claim Twitter had not provided you? >> The debt financing came through, yes. >> Were you able to obtain equity financing even without the information that you claim Twitter had not provided you?

[31:52] >> Yes. >> You told Morgan Stanley that Twitter could be worth 200 to 300 billion dollars under your ownership. >> Yeah. >> Do you remember that? >> I may have said that. >> Did you feel that at the time? >> I thought there was a lot of untapped potential. >> Did you tell Morgan Stanley during these initial stages before you made an offer that you believed Twitter's real user numbers were much lower than the numbers Twitter was disclosing? >> I Yeah, I thought I thought that Twitter was exaggerating the numbers. >> Have you ever heard of the term monetizable daily active users? >> Yes. >> That was the metric that Twitter was using. >> Yes. >> Had you as of April 11th 2022 looked at its MDAU numbers.

[32:40] >> I'm not sure of the date. >> Do you remember when the first time is that you focused on those numbers? >> Uh I think it may have been when I met with Parag and Ned. >> In San Jose? >> I think it was in San Francisco. >> Oh, in San Francisco on May 6th? >> I don't know the exact date, but >> But it was after the deal closed? Or sorry, it was after the deal was signed? >> signed. I believe so, yes. >> Okay. You wanted the right to take confirmatory business due diligence as part of this offer. >> Yes. >> Okay. And why did you want to do that?

[33:21] >> Uh we just need to make sure that the the public statements are accurate. >> Right.

[33:40] Anything more in particular? >> No. >> Prior to signing, did you or anyone on acting on your behalf ever ask for the underlying data used to make that estimate? >> I don't think so. >> Prior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process? >> Not that I can recall. >> Prior to signing on April 25th, 2022, had you asked a single question about the prevalence of fake accounts on Twitter's platform? >> Uh I mean, I raised uh many many times with Jack with the with the you know, what was he doing about the fake and spam accounts uh that were plaguing the system. >> Other than those conversations with Mr. Dorsey that you were described before, any other conversations?

[34:30] >> Um not that I can recall.

[34:38] >> Did anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to estimate the percentage of fake accounts? >> Not that I can recall. >> Anything prevent you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users? >> Not that I can recall. >> At this meeting was anybody upset? With you to the other side like perceptibly upset? >> I don't recall. >> So at the meeting itself did you express um your displeasure to them? >> I probably did. >> Do you remember one way or the other? >> I don't recall exactly what I said, but

[35:32] I wouldn't have been uh particularly pleased that they could not just justify that the how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company. >> I understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting? >> I think I did. >> Do you remember specifically what you said? >> No. >> Is it fair to say that Ned and Parag's description of Twitter's methodology was not so concerning that it caused you to request to meet with Twitter's management team or its engineers or its sampling team members to better understand the basis for the calculations? >> I don't recall. >> You never did that on May 6th and you

[36:14] never did that after May 6th, right? >> I don't recall.