1 00:00:00,000 --> 00:00:03,117 The calculation that you were referring to in this 2 00:00:03,200 --> 00:00:06,957 tweet, were you referring to Twitter's calculation of fake accounts underlying 3 00:00:07,040 --> 00:00:10,317 its SEC filings, right? >> Yes. 4 00:00:10,400 --> 00:00:13,557 >> And the details supporting the calculation refers to the fact that you 5 00:00:13,640 --> 00:00:18,077 were waiting on details from Twitter supporting its calculation, right? 6 00:00:18,160 --> 00:00:21,357 >> Yes. >> And when you said the deal was on hold 7 00:00:21,440 --> 00:00:24,917 pending this information from Twitter, you meant that until you received this 8 00:00:25,000 --> 00:00:28,437 information, the deal would not close, right? 9 00:00:28,520 --> 00:00:33,397 >> Just that it would there there is there's a temporary delay. 10 00:00:33,480 --> 00:00:37,597 >> Delay on the deal closing. >> Yeah, it's a very temporary temporary delay. 11 00:00:37,680 --> 00:00:39,197 >> Until you receive this information. 12 00:00:39,280 --> 00:00:45,077 >> Yes. >> Did you instruct any of your advisors to suspend the purchase? 13 00:00:45,160 --> 00:00:48,837 >> No. >> Did you tell your attorneys to stop working on the deal? 14 00:00:48,920 --> 00:00:52,957 >> No. >> Did you tell your bankers to stop working on the deal? 15 00:00:53,040 --> 00:00:56,397 >> No, this is we're literally just waiting for the documents. 16 00:00:56,480 --> 00:00:58,997 >> Had you received at this point in time, 17 00:00:59,080 --> 00:01:05,840 May 15th, any analysis from Twitter that there was more than 5%? 18 00:01:07,360 --> 00:01:11,197 >> I don't think so. >> When you said might be over 90%, why did 19 00:01:11,280 --> 00:01:15,757 you use that number? >> I'm I'm simply saying that I had no 20 00:01:15,840 --> 00:01:21,760 basis at this point for a rational 21 00:01:22,120 --> 00:01:27,437 number calculation. So, it was not impossible that it it 22 00:01:27,520 --> 00:01:28,797 could be some very high number. 23 00:01:28,880 --> 00:01:33,077 >> And just so I'm following, so the first question is how you identify those 100 24 00:01:33,160 --> 00:01:35,877 and then of those 100, how do you determine whether real or fake? 25 00:01:35,960 --> 00:01:39,077 >> Yes. >> And you're saying Twitter didn't give you that answer. 26 00:01:39,160 --> 00:01:43,637 >> I I never got an answer for how they picked the 100. 27 00:01:43,720 --> 00:01:47,797 And I never got an answer for how they determined of the 100, which one were 28 00:01:47,880 --> 00:01:50,637 which ones real. 29 00:01:50,720 --> 00:01:53,157 Does that sound like a method to you? 30 00:01:53,240 --> 00:01:58,717 It sound like a method to me. >> And your advisor >> Sounds like 31 00:01:58,800 --> 00:02:01,877 >> Did anyone ever tell you that Quinn Emanuel had received backup data on 32 00:02:01,960 --> 00:02:05,717 their on Twitter's sampling process on July 1st, 2022? 33 00:02:05,800 --> 00:02:08,077 >> I don't recall. >> Would that have been something that you 34 00:02:08,160 --> 00:02:13,040 would have wanted to know before you terminated the deal a week later? 35 00:02:13,880 --> 00:02:18,917 >> Probably. >> Did you find it useful for your data scientist to meet with 36 00:02:19,000 --> 00:02:23,197 Twitter's data scientists? >> I would have That would make sense. 37 00:02:23,280 --> 00:02:25,237 >> Yeah. Do you know if that was done? 38 00:02:25,320 --> 00:02:29,437 >> I don't know. >> Did anyone advise you that Twitter had made that invitation? 39 00:02:29,520 --> 00:02:32,240 >> I don't think so. 40 00:02:41,240 --> 00:02:43,277 >> It's copied to Alex Spiro and Andrew 41 00:02:43,360 --> 00:02:48,760 Rossman. Did anyone at Quinn Emanuel pass along this letter to you? 42 00:02:50,160 --> 00:02:52,800 >> I don't recall. 43 00:02:54,880 --> 00:02:58,077 >> And is it fair to say that you don't recall any of your advisors that are 44 00:02:58,160 --> 00:03:01,277 copied on this letter, Alex Spiro, Andrew Rossman, 45 00:03:01,360 --> 00:03:03,437 or the attorneys from Skadden Arps 46 00:03:03,520 --> 00:03:08,997 relaying the invitation that Twitter had made for your data scientists to meet? 47 00:03:09,080 --> 00:03:12,157 Correct? >> I don't recall. >> Kate also writes on the fourth 48 00:03:12,240 --> 00:03:16,717 paragraph, {quote} "As follow-up, he offered to have a smaller group 49 00:03:16,800 --> 00:03:18,997 discussion with Elon 50 00:03:19,080 --> 00:03:22,637 to for him and Parag. 51 00:03:22,720 --> 00:03:26,037 He said he thought that would be constructive and more helpful than 52 00:03:26,120 --> 00:03:30,077 waiting for raw data output, some of which is limited due to data 53 00:03:30,160 --> 00:03:33,717 retention, and instead explaining activity versus 54 00:03:33,800 --> 00:03:35,557 mDAU will better frame the question." 55 00:03:35,640 --> 00:03:39,397 {close quote} Did you ever receive that message from 56 00:03:39,480 --> 00:03:43,557 any one of your team members? >> I don't recall. 57 00:03:43,640 --> 00:03:50,120 >> Did you have any follow-up group discussions with Ned or Parag? 58 00:03:51,720 --> 00:03:54,277 >> I don't think so. >> How did their methodologies differ from 59 00:03:54,360 --> 00:03:56,877 what Twitter was doing? >> I don't recall. 60 00:03:56,960 --> 00:03:59,317 >> The stock market went up about 27%. 61 00:03:59,400 --> 00:04:03,517 >> Wow. In one day? >> Does that surprise you? 62 00:04:03,600 --> 00:04:05,437 >> It went went up 20%. Are you saying it 63 00:04:05,520 --> 00:04:09,437 went up 27% percent in one day? 64 00:04:09,520 --> 00:04:13,997 >> It went Yes, 27% after this filing was made. 65 00:04:14,080 --> 00:04:16,157 >> In one day? >> Would that surprise you? 66 00:04:16,240 --> 00:04:18,597 >> That sounds high. >> Yeah. Would it surprise you that it went 67 00:04:18,680 --> 00:04:22,957 up at all after this filing? >> Well, the stock market Stocks go up and 68 00:04:23,040 --> 00:04:27,557 down, but but if you're saying it went up I actually don't know. 69 00:04:27,640 --> 00:04:31,397 You're saying it went It went up 27% in one day? 70 00:04:31,480 --> 00:04:36,717 Is Is that correct? >> When did you conduct the analysis? 71 00:04:36,800 --> 00:04:40,317 >> Uh shortly after 72 00:04:40,400 --> 00:04:43,877 the acquisition. >> Did you use outside data scientists to 73 00:04:43,960 --> 00:04:48,157 perform this calculation? >> No, we just we could do internal 74 00:04:48,240 --> 00:04:52,797 analysis. >> Okay. And who at Twitter performed this analysis? 75 00:04:52,880 --> 00:04:57,837 >> I don't recall. >> And what was it? One person, 10 people? 76 00:04:57,920 --> 00:05:00,517 Was it a team? >> I think it was a team. 77 00:05:00,600 --> 00:05:03,117 >> And you can't identify any of those people? 78 00:05:03,200 --> 00:05:05,800 >> Not that I'm aware of. 79 00:05:06,440 --> 00:05:10,077 >> Uh was this calculation documented somewhere? 80 00:05:10,160 --> 00:05:12,760 >> I don't recall. 81 00:05:13,600 --> 00:05:16,517 >> Uh did you inform advertisers that fake 82 00:05:16,600 --> 00:05:18,877 accounts represented a higher percentage 83 00:05:18,960 --> 00:05:20,957 of the platform's account holders? 84 00:05:21,040 --> 00:05:23,637 >> I don't recall. 85 00:05:23,720 --> 00:05:28,837 >> Do you Did you inform your equity or debt investors that fake accounts 86 00:05:28,920 --> 00:05:32,077 represented a higher percentage of the platform's account holders? 87 00:05:32,160 --> 00:05:35,400 >> Not beyond my public statements. 88 00:05:37,720 --> 00:05:41,037 >> So, you did not have any 89 00:05:41,120 --> 00:05:45,040 direct communications with any 90 00:05:45,400 --> 00:05:50,837 equity or debt investor about your determination that spam and 91 00:05:50,920 --> 00:05:54,077 fake accounts represent a higher percentage of the platform's holders, 92 00:05:54,160 --> 00:05:56,640 correct? 93 00:05:56,840 --> 00:05:58,237 Other than your public statements. 94 00:05:58,320 --> 00:06:01,480 >> Not other than the public statements. 95 00:06:04,440 --> 00:06:08,037 >> After you took control of the company, did you instruct anybody at Twitter or X 96 00:06:08,120 --> 00:06:10,797 to inform advertisers that Twitter's 97 00:06:10,880 --> 00:06:15,520 prior estimates of fake accounts were inaccurate? 98 00:06:16,200 --> 00:06:18,800 >> I don't recall. 99 00:06:19,000 --> 00:06:25,240 >> Do you have a public accountant at X? 100 00:06:25,760 --> 00:06:30,677 >> Uh PricewaterhouseCoopers. >> Is Pricewaterhouse your accountant? 101 00:06:30,760 --> 00:06:33,837 >> I believe so. >> Did you inform Pricewaterhouse that you 102 00:06:33,920 --> 00:06:37,077 had determined that Twitter's prior estimates of fake accounts were 103 00:06:37,160 --> 00:06:40,677 inaccurate? >> Uh not beyond my public statements. 104 00:06:40,760 --> 00:06:43,677 >> Yet after all that, you agreed eventually to dismiss your claims and to 105 00:06:43,760 --> 00:06:46,317 buy Twitter, correct? >> Yeah. 106 00:06:46,400 --> 00:06:47,757 >> And you did that because you thought the 107 00:06:47,840 --> 00:06:51,037 judge in Delaware would order you to buy it. 108 00:06:51,120 --> 00:06:55,237 >> Um I was told that we would not receive a fair hearing from Kathleen McCormick. 109 00:06:55,320 --> 00:07:02,080 Um that she has she had a strong bias against me. 110 00:07:02,400 --> 00:07:07,277 And uh you know, subsequent ruling regarding the Tesla 111 00:07:07,360 --> 00:07:11,797 shareholder vote showed that to be true. 112 00:07:11,880 --> 00:07:16,357 >> And is that the reason you agreed to capitulate on the Twitter case? 113 00:07:16,440 --> 00:07:19,557 >> Yes. I did not believe I would receive a fair hearing. 114 00:07:19,640 --> 00:07:23,317 >> Any other reason? >> No. >> Why do you think she's biased against 115 00:07:23,400 --> 00:07:24,637 you? Just because of her rulings? 116 00:07:24,720 --> 00:07:26,957 >> Yes. >> Were you able to obtain the debt 117 00:07:27,040 --> 00:07:30,397 financing even without the information that you claim Twitter had not provided 118 00:07:30,480 --> 00:07:35,077 you? >> The debt financing came through, yes. 119 00:07:35,160 --> 00:07:36,997 >> Were you able to obtain equity financing 120 00:07:37,080 --> 00:07:40,517 even without the information that you claim Twitter had not provided you? 121 00:07:40,600 --> 00:07:45,237 >> Yes. >> You told Morgan Stanley that Twitter could be worth 200 to 300 billion 122 00:07:45,320 --> 00:07:47,957 dollars under your ownership. >> Yeah. 123 00:07:48,040 --> 00:07:51,037 >> Do you remember that? >> I may have said that. 124 00:07:51,120 --> 00:07:53,517 >> Did you feel that at the time? 125 00:07:53,600 --> 00:07:55,677 >> I thought there was a lot of untapped potential. 126 00:07:55,760 --> 00:07:57,637 >> Did you tell Morgan Stanley during these 127 00:07:57,720 --> 00:08:01,357 initial stages before you made an offer 128 00:08:01,440 --> 00:08:03,517 that you believed Twitter's real user 129 00:08:03,600 --> 00:08:09,560 numbers were much lower than the numbers Twitter was disclosing? 130 00:08:10,120 --> 00:08:13,197 >> I Yeah, I thought I thought Twitter was exaggerating the numbers. 131 00:08:13,280 --> 00:08:16,877 >> Have you ever heard of the term monetizable daily active users? 132 00:08:16,960 --> 00:08:19,717 >> Yes. >> That was the metric that Twitter was using? 133 00:08:19,800 --> 00:08:24,277 >> Yes. >> Had you as of April 11th 134 00:08:24,360 --> 00:08:29,357 2022 looked at its MDAU numbers? 135 00:08:29,440 --> 00:08:30,997 >> I I'm not sure of the date. 136 00:08:31,080 --> 00:08:35,680 >> Do you remember when the first time is that you focused on those numbers? 137 00:08:36,040 --> 00:08:39,237 >> Uh I think it may have been when I met 138 00:08:39,320 --> 00:08:44,477 with Parag and Ned. >> In San Jose? 139 00:08:44,560 --> 00:08:45,757 >> I think it was in San Francisco. 140 00:08:45,840 --> 00:08:48,197 >> Oh, in San Francisco on May 6th? 141 00:08:48,280 --> 00:08:51,917 >> I don't know the exact date, but >> But it was after the deal closed? 142 00:08:52,000 --> 00:08:55,797 Or sorry, it was after the deal was signed? 143 00:08:55,880 --> 00:08:58,717 >> I believe so, yes. >> Okay. You wanted the right to take 144 00:08:58,800 --> 00:09:02,837 confirmatory business due diligence as part of this offer. 145 00:09:02,920 --> 00:09:07,120 >> Yes. >> And why did you want to do that? 146 00:09:10,160 --> 00:09:16,960 >> I would just need to make sure that the the public statements are accurate. 147 00:09:19,200 --> 00:09:21,360 >> Right. 148 00:09:28,760 --> 00:09:31,917 Anything more in particular? >> No. 149 00:09:32,000 --> 00:09:34,477 >> Prior to signing, did you or anyone 150 00:09:34,560 --> 00:09:36,837 on acting on your behalf ever ask for 151 00:09:36,920 --> 00:09:41,517 the underlying data used to make that estimate? 152 00:09:41,600 --> 00:09:45,317 >> I don't think so. >> Prior to signing, did you ever ask to 153 00:09:45,400 --> 00:09:50,680 speak to any Twitter employees involved in their estimation process? 154 00:09:50,920 --> 00:09:55,597 >> Not that I can recall. >> Prior to signing on April 25th, 2022, 155 00:09:55,680 --> 00:09:58,837 uh did you ask a single question about the prevalence of fake accounts on 156 00:09:58,920 --> 00:10:01,917 Twitter's platform? >> Um I mean, I raised uh 157 00:10:02,000 --> 00:10:05,157 many many times with Jack, but the 158 00:10:05,240 --> 00:10:09,237 but the you know, what was he doing about the 159 00:10:09,320 --> 00:10:13,397 fake and spam accounts uh that were plaguing the system. 160 00:10:13,480 --> 00:10:14,957 >> Other than these conversations with Mr. 161 00:10:15,040 --> 00:10:18,717 Dorsey that you were described before, any other conversations? 162 00:10:18,800 --> 00:10:23,440 >> Um not that I can recall. 163 00:10:27,360 --> 00:10:31,237 >> Did anything or anyone prevent you from including language in the merger 164 00:10:31,320 --> 00:10:35,757 agreement requiring Twitter to describe its methodology and to provide you with 165 00:10:35,840 --> 00:10:39,197 all backup information it used to estimate the percentage of fake 166 00:10:39,280 --> 00:10:43,077 accounts? >> Not that I can recall. 167 00:10:43,160 --> 00:10:46,277 >> Anything prevent you from including specific language in the agreement 168 00:10:46,360 --> 00:10:50,997 requiring Twitter to provide you with Twitter's raw data regarding its users? 169 00:10:51,080 --> 00:10:53,100 >> [snorts] 170 00:10:53,240 --> 00:10:54,557 >> Not that I can recall. 171 00:10:54,640 --> 00:10:58,437 >> At this meeting, was anybody upset? 172 00:10:58,520 --> 00:11:04,880 If you know, to the other side, like perceptively upset. 173 00:11:05,720 --> 00:11:08,557 >> Uh I don't recall. >> So, at the meeting itself, did you 174 00:11:08,640 --> 00:11:14,000 express um your displeasure to them? 175 00:11:14,440 --> 00:11:19,397 >> I probably did. >> Do you remember one way or the other? 176 00:11:19,480 --> 00:11:22,037 >> I don't recall exactly what I said, but I wouldn't have been 177 00:11:22,120 --> 00:11:25,717 uh particularly pleased that they could not just justify that the 178 00:11:25,800 --> 00:11:29,197 how they calculated one of the most fundamental metrics in the system that 179 00:11:29,280 --> 00:11:32,037 was fundamental to the value of the company. 180 00:11:32,120 --> 00:11:34,997 >> I understand that's how you felt internally, but did you express that to 181 00:11:35,080 --> 00:11:36,717 anyone at Twitter at the meeting? 182 00:11:36,800 --> 00:11:40,517 >> I think I did. >> Do you remember specifically what you said? 183 00:11:40,600 --> 00:11:43,477 >> No. >> Is it fair to say that Ned and Parag's 184 00:11:43,560 --> 00:11:47,437 description of Twitter's methodology was not so concerning that it caused you to 185 00:11:47,520 --> 00:11:51,477 request to meet with Twitter's management team or its engineers or its 186 00:11:51,560 --> 00:11:57,960 sampling team team members to better understand the basis for the calculations? 187 00:11:59,960 --> 00:12:02,557 >> I don't recall. >> You never did that on May 6th and you 188 00:12:02,640 --> 00:12:04,557 never did that after May 6th, right? 189 00:12:04,640 --> 00:12:08,877 >> I don't recall. >> The calculation that you're referring to in this 190 00:12:08,960 --> 00:12:12,717 tweet, were you referring to Twitter's calculation of fake accounts underlying 191 00:12:12,800 --> 00:12:16,077 its SEC filings, right? >> Yes. 192 00:12:16,160 --> 00:12:19,317 >> And the details supporting the calculation refers to the fact that you 193 00:12:19,400 --> 00:12:23,837 were waiting on details from Twitter supporting its calculation, right? 194 00:12:23,920 --> 00:12:27,077 >> Yes. >> And when you said the deal was on hold 195 00:12:27,160 --> 00:12:30,757 pending this information from Twitter, you meant that until you received this 196 00:12:30,840 --> 00:12:34,237 information, the deal would not close, right? 197 00:12:34,320 --> 00:12:39,157 >> Just that it would there that is there's a temporary delay. 198 00:12:39,240 --> 00:12:43,357 >> Delay on the deal closing. >> Yeah, it's a very temporarily a temporary delay. 199 00:12:43,440 --> 00:12:44,917 >> Until you receive this information. 200 00:12:45,000 --> 00:12:50,837 >> Yes. >> Did you instruct any of your advisers to suspend the purchase? 201 00:12:50,920 --> 00:12:54,597 >> No. >> Did you tell your attorneys to stop working on the deal? 202 00:12:54,680 --> 00:12:58,717 >> No. >> Did you tell your bankers to stop working on the deal? 203 00:12:58,800 --> 00:13:02,157 >> No, this is uh we're literally just waiting for the documents. 204 00:13:02,240 --> 00:13:04,717 >> Had you received at this point in time, 205 00:13:04,800 --> 00:13:11,600 May 15th, any analysis from Twitter that there was more than 5%? 206 00:13:13,120 --> 00:13:16,717 >> I don't think so. >> When you said it might be over 90%, why 207 00:13:16,800 --> 00:13:21,917 did you use that number? >> Um I'm simply saying that I had no basis 208 00:13:22,000 --> 00:13:27,440 at this point for uh a rational 209 00:13:27,880 --> 00:13:33,117 number calculation. So, it was not impossible that it it 210 00:13:33,200 --> 00:13:34,597 could be some very high number. 211 00:13:34,680 --> 00:13:38,837 >> And just so I'm following, so the first question is how you identify those 100, 212 00:13:38,920 --> 00:13:41,677 and then of those 100, how do you determine whether real or fake? 213 00:13:41,760 --> 00:13:44,837 >> Yes. >> And you're saying Twitter didn't give you that answer. 214 00:13:44,920 --> 00:13:49,477 >> I I never got an answer for how they picked the 100. 215 00:13:49,560 --> 00:13:52,957 And I never got an answer for how they determined of the 100 216 00:13:53,040 --> 00:13:56,440 which one were which ones were real. 217 00:13:56,560 --> 00:13:58,997 Does that sound like a method to you? 218 00:13:59,080 --> 00:14:01,677 It doesn't sound like a method to me. 219 00:14:01,760 --> 00:14:05,997 >> And your advisor >> Sounds like >> Did anyone ever tell you that Quinn 220 00:14:06,080 --> 00:14:09,637 Emanuel had received backup data on their on Twitter's sampling process on 221 00:14:09,720 --> 00:14:12,917 July 1st, 2022? >> I don't recall. 222 00:14:13,000 --> 00:14:15,117 >> Would that have been something that you would have wanted to know before you 223 00:14:15,200 --> 00:14:18,800 terminated the deal a week later? 224 00:14:19,640 --> 00:14:24,677 >> Probably. >> Did you find it useful for your data scientist to meet with 225 00:14:24,760 --> 00:14:28,997 Twitter's data scientist? >> I would have That would make sense. 226 00:14:29,080 --> 00:14:30,997 >> Yeah. Do you know if that was done? 227 00:14:31,080 --> 00:14:35,077 >> I don't know. >> Did anyone advise you that Twitter had made that invitation? 228 00:14:35,160 --> 00:14:37,880 >> I don't think so. 229 00:14:46,920 --> 00:14:48,917 >> It's copied to Alex Spiro and Andrew 230 00:14:49,000 --> 00:14:54,360 Rossman. Did anyone at Quinn Emanuel pass along this letter to you? 231 00:14:55,840 --> 00:14:58,480 >> I don't recall. 232 00:15:00,560 --> 00:15:03,477 >> And is it fair to say that you don't recall any of your advisors 233 00:15:03,560 --> 00:15:06,957 that are copied on this letter, Alex Spiro and Andrew Rossman, 234 00:15:07,040 --> 00:15:09,117 or the attorneys from Skadden Arps 235 00:15:09,200 --> 00:15:14,677 relaying the invitation that Twitter had made for your data scientist to meet? 236 00:15:14,760 --> 00:15:17,797 Correct? >> I don't recall. >> Kate also writes on the fourth 237 00:15:17,880 --> 00:15:22,397 paragraph, quote, "As follow-up, he offered to have a smaller group 238 00:15:22,480 --> 00:15:24,637 discussion with Elon 239 00:15:24,720 --> 00:15:28,317 to for him and Parag. 240 00:15:28,400 --> 00:15:31,677 He said he thought that would be constructive and more helpful than 241 00:15:31,760 --> 00:15:35,717 waiting for raw data output. Some of which is limited due to data 242 00:15:35,800 --> 00:15:39,357 retention. And instead explaining activity versus 243 00:15:39,440 --> 00:15:41,197 MDAU will better frame the question. 244 00:15:41,280 --> 00:15:45,077 Close quote. Did you ever receive that message from 245 00:15:45,160 --> 00:15:49,237 any one of your team members? >> I don't recall. 246 00:15:49,320 --> 00:15:55,800 >> Did you have any follow-up group discussions with Ned or Parag? 247 00:15:57,400 --> 00:15:59,997 >> I don't think so. >> How did their methodologies differ from 248 00:16:00,080 --> 00:16:02,557 what Twitter was doing? >> I don't recall. 249 00:16:02,640 --> 00:16:05,077 >> Okay, the stock market went up about 27%. 250 00:16:05,160 --> 00:16:09,277 >> Wow. In one day? >> Does that surprise you? 251 00:16:09,360 --> 00:16:11,157 >> It went It went up 20%. Are you saying 252 00:16:11,240 --> 00:16:15,197 it went up 27% in one day? 253 00:16:15,280 --> 00:16:19,757 >> It went to Yes, 27% after this filing was made. 254 00:16:19,840 --> 00:16:21,917 >> In one day? >> Would that surprise you? 255 00:16:22,000 --> 00:16:24,597 >> That sounds high. >> Would it surprise you that it went up at 256 00:16:24,680 --> 00:16:28,717 all after this filing? >> Well, the stock market Stocks go up and 257 00:16:28,800 --> 00:16:33,317 down. But But if You're saying it went up I went up I actually don't know. 258 00:16:33,400 --> 00:16:37,157 You're saying it went It went up 27% in one day? 259 00:16:37,240 --> 00:16:42,437 Is Is that correct? >> When did you conduct the analysis? 260 00:16:42,520 --> 00:16:46,037 >> Uh shortly after 261 00:16:46,120 --> 00:16:49,637 the acquisition. >> Did you use outside data scientists to 262 00:16:49,720 --> 00:16:53,917 perform this calculation? >> No, we just We could do internal 263 00:16:54,000 --> 00:16:58,517 analysis. >> Okay, and who at Twitter performed this analysis? 264 00:16:58,600 --> 00:17:03,037 >> I don't recall. >> You know, what Was it one person, 10 265 00:17:03,120 --> 00:17:06,277 people? Was it a team? >> I think it was a team. 266 00:17:06,360 --> 00:17:08,877 >> And you can't identify any of those people? 267 00:17:08,960 --> 00:17:11,520 >> Not off hand. 268 00:17:12,200 --> 00:17:15,797 >> Uh was this calculation documented somewhere? 269 00:17:15,880 --> 00:17:18,560 >> I don't recall. 270 00:17:19,400 --> 00:17:22,317 >> Did you inform advertisers that fake 271 00:17:22,400 --> 00:17:26,677 accounts represented a higher percentage of the platform's account holders? 272 00:17:26,760 --> 00:17:29,397 >> I don't recall. 273 00:17:29,480 --> 00:17:34,597 >> Did you Did you inform your equity or debt investors that fake accounts 274 00:17:34,680 --> 00:17:37,717 represented a higher percentage of the platform's account holders? 275 00:17:37,800 --> 00:17:38,997 >> Not beyond my public statements. 276 00:17:39,080 --> 00:17:41,160 >> Okay. 277 00:17:43,400 --> 00:17:44,797 So, you did not 278 00:17:44,880 --> 00:17:50,720 have any direct communications with any 279 00:17:51,040 --> 00:17:56,477 equity or debt investor about your determination that spam and 280 00:17:56,560 --> 00:17:59,717 fake accounts represent a higher percentage of the platform's holders, 281 00:17:59,800 --> 00:18:02,280 correct? 282 00:18:02,480 --> 00:18:03,877 Other than your public statements. 283 00:18:03,960 --> 00:18:07,200 >> Not other than the public statements. 284 00:18:10,080 --> 00:18:13,717 >> After you took control of the company, did you instruct anybody at Twitter or X 285 00:18:13,800 --> 00:18:16,477 to inform advertisers that Twitter's 286 00:18:16,560 --> 00:18:21,200 prior estimates of fake accounts were inaccurate? 287 00:18:21,840 --> 00:18:24,440 >> I don't recall. 288 00:18:24,640 --> 00:18:30,880 >> Do you have uh a public accountant at X? 289 00:18:31,360 --> 00:18:36,317 >> Uh PricewaterhouseCoopers. >> Is Pricewaterhouse your accountant? 290 00:18:36,400 --> 00:18:39,517 >> I believe so. >> Did you inform Pricewaterhouse that you 291 00:18:39,600 --> 00:18:42,757 had determined that Twitter's prior estimates of fake accounts were 292 00:18:42,840 --> 00:18:46,397 inaccurate? >> Uh not beyond my public statements. 293 00:18:46,480 --> 00:18:49,437 >> Yet, after all that, you agreed eventually to dismiss your claims and to 294 00:18:49,520 --> 00:18:53,557 buy Twitter, correct? >> Yes. >> And you did that because you thought the 295 00:18:53,640 --> 00:18:56,757 judge in Delaware would order you to buy it. 296 00:18:56,840 --> 00:19:00,997 >> Um I was told that we would not receive a fair hearing from Kathleen McCormick. 297 00:19:01,080 --> 00:19:07,840 Um that she has She had a strong bias against me. 298 00:19:08,120 --> 00:19:13,037 And uh you know, subsequent ruling regarding the Tesla 299 00:19:13,120 --> 00:19:17,597 shareholder vote showed that to be true. 300 00:19:17,680 --> 00:19:22,117 >> And is that the reason you agreed to capitulate on the Twitter case? 301 00:19:22,200 --> 00:19:25,317 >> Yes, I did not believe I would receive a fair hearing. 302 00:19:25,400 --> 00:19:29,077 >> Any other reason? >> No. >> Why do you think she's biased against 303 00:19:29,160 --> 00:19:30,437 you? Just because of her rulings? 304 00:19:30,520 --> 00:19:32,597 >> Yes. >> Were you able to obtain the debt 305 00:19:32,680 --> 00:19:36,037 financing even without the information that you claim Twitter had not provided 306 00:19:36,120 --> 00:19:40,757 you? >> The debt financing came through, yes. 307 00:19:40,840 --> 00:19:42,677 >> Were you able to obtain equity financing 308 00:19:42,760 --> 00:19:46,197 even without the information that you claim Twitter had not provided you? 309 00:19:46,280 --> 00:19:50,997 >> Yes. >> You told Morgan Stanley that Twitter could be worth 200 to 300 billion 310 00:19:51,080 --> 00:19:53,717 dollars under your ownership. >> Yes. 311 00:19:53,800 --> 00:19:56,797 >> Do you remember that? >> I may have said that. 312 00:19:56,880 --> 00:19:59,277 >> Did you feel that at the time? 313 00:19:59,360 --> 00:20:01,437 >> I thought there was a lot of untapped potential. 314 00:20:01,520 --> 00:20:03,397 >> Did you tell Morgan Stanley during these 315 00:20:03,480 --> 00:20:07,117 initial stages before you made an offer 316 00:20:07,200 --> 00:20:09,317 that you believed Twitter's real user 317 00:20:09,400 --> 00:20:15,320 numbers were much lower than the numbers Twitter was disclosing? 318 00:20:15,840 --> 00:20:18,917 >> I Yeah, I thought I thought Twitter was exaggerating the numbers. 319 00:20:19,000 --> 00:20:22,597 >> Have you ever heard of the term monetizable daily active users? 320 00:20:22,680 --> 00:20:25,477 >> Yes. >> And that was the metric that Twitter was using? 321 00:20:25,560 --> 00:20:30,077 >> Yes. >> Had you as of April 11th 322 00:20:30,160 --> 00:20:35,117 2022 looked at its MDAU numbers? 323 00:20:35,200 --> 00:20:38,117 >> I'm not sure of the date. >> Do you remember when the first time is 324 00:20:38,200 --> 00:20:41,440 that you focused on those numbers? 325 00:20:41,840 --> 00:20:45,157 >> I I think it may have been when I met with 326 00:20:45,240 --> 00:20:50,237 Parag and Ned. >> In San Jose? 327 00:20:50,320 --> 00:20:51,517 >> I think it was in San Francisco. 328 00:20:51,600 --> 00:20:53,957 >> Oh, in San Francisco on May 6th? 329 00:20:54,040 --> 00:20:55,077 >> I don't know the exact date. 330 00:20:55,160 --> 00:20:59,277 >> Okay. But it was after the deal closed or sorry, it was after the deal was 331 00:20:59,360 --> 00:21:03,117 signed. >> I believe so, yes. 332 00:21:03,200 --> 00:21:06,677 >> Okay. You wanted the right to take confirmatory business due diligence as 333 00:21:06,760 --> 00:21:12,760 part of the software. >> Yes. >> Okay. And why did you want to do that? 334 00:21:15,840 --> 00:21:22,600 >> Uh we just need to make sure that the the public statements are accurate. 335 00:21:24,880 --> 00:21:27,000 >> Right. 336 00:21:34,440 --> 00:21:37,677 Anything more in particular? >> No. 337 00:21:37,760 --> 00:21:40,277 >> Prior to signing, did you or anyone 338 00:21:40,360 --> 00:21:45,197 on acting on your behalf ever ask for the underlying data used to make that 339 00:21:45,280 --> 00:21:48,997 estimate? >> I don't think so. 340 00:21:49,080 --> 00:21:51,037 >> Prior to signing, did you ever ask to 341 00:21:51,120 --> 00:21:56,440 speak to any Twitter employees involved in their estimation process? 342 00:21:56,680 --> 00:22:01,317 >> Not that I can recall. >> Prior to signing on April 25th, 2022, 343 00:22:01,400 --> 00:22:04,597 uh did you ask a single question about the prevalence of fake accounts on 344 00:22:04,680 --> 00:22:07,677 Twitter's platform? >> Um I mean, I raised uh 345 00:22:07,760 --> 00:22:10,917 many many times with Jack with the 346 00:22:11,000 --> 00:22:14,917 with the you know, what was he doing about the 347 00:22:15,000 --> 00:22:19,157 fake and spam accounts uh that were playing the system. 348 00:22:19,240 --> 00:22:20,717 >> Other than these conversations with Mr. 349 00:22:20,800 --> 00:22:24,477 Dorsey that you were described before, any other conversations? 350 00:22:24,560 --> 00:22:29,200 >> Um not that I can recall. 351 00:22:33,120 --> 00:22:36,957 >> Did anything or anyone prevent you from including language in the merger 352 00:22:37,040 --> 00:22:41,517 agreement requiring Twitter to describe its methodology and to provide you with 353 00:22:41,600 --> 00:22:44,957 all backup information it used to estimate the percentage of fake 354 00:22:45,040 --> 00:22:48,837 accounts? >> Not that I can recall. 355 00:22:48,920 --> 00:22:52,037 >> Anything prevent you from including specific language in the agreement 356 00:22:52,120 --> 00:22:58,440 requiring Twitter to provide you with Twitter's raw data regarding its users? 357 00:22:59,000 --> 00:23:00,357 >> Not that I can recall. 358 00:23:00,440 --> 00:23:04,077 >> This meeting, was anybody upset? 359 00:23:04,160 --> 00:23:10,560 With you to the other side like perceptively upset. 360 00:23:11,360 --> 00:23:14,317 >> Uh I don't recall. >> So, at the meeting itself, did you 361 00:23:14,400 --> 00:23:19,800 express um your displeasure to them? 362 00:23:20,200 --> 00:23:25,117 >> I probably did. >> Do you remember one way or the other? 363 00:23:25,200 --> 00:23:27,797 >> I don't recall exactly what I said, but I wouldn't have been 364 00:23:27,880 --> 00:23:31,437 uh particularly pleased that they could not just justify that the 365 00:23:31,520 --> 00:23:35,717 how they calculated one of the most fundamental metrics in the system that was 366 00:23:35,800 --> 00:23:37,797 fundamental to the value of the company. 367 00:23:37,880 --> 00:23:40,797 >> I understand that's how you felt internally, but did you express that to 368 00:23:40,880 --> 00:23:42,557 anyone at Twitter at the meeting? 369 00:23:42,640 --> 00:23:46,317 >> I think I did. >> Do you remember specifically what you said? 370 00:23:46,400 --> 00:23:49,277 >> No. >> Is it fair to say that Ned and Parag's 371 00:23:49,360 --> 00:23:53,157 description of Twitter's methodology was not so concerning that it caused you to 372 00:23:53,240 --> 00:23:57,237 request to meet with Twitter's management team or its engineers or its 373 00:23:57,320 --> 00:24:03,720 sampling team team members to better understand the basis for the calculations? 374 00:24:05,800 --> 00:24:08,317 >> I don't recall. >> You never did that on May 6th and you 375 00:24:08,400 --> 00:24:10,397 never did that after May 6th, right? 376 00:24:10,480 --> 00:24:14,717 >> I don't recall. >> The calculation that you were referring to in this 377 00:24:14,800 --> 00:24:18,477 tweet, were you referring to Twitter's calculation of fake accounts underlying 378 00:24:18,560 --> 00:24:21,877 its SEC filings, right? >> Yes. 379 00:24:21,960 --> 00:24:25,077 >> And the details supporting the calculation refers to the fact that you 380 00:24:25,160 --> 00:24:29,637 were waiting on details from Twitter supporting its calculation, right? 381 00:24:29,720 --> 00:24:32,797 >> Yes. >> And when you said the deal was on hold 382 00:24:32,880 --> 00:24:36,437 pending this information from Twitter, you meant that until you received this 383 00:24:36,520 --> 00:24:40,037 information, the deal would not close, right? 384 00:24:40,120 --> 00:24:44,997 >> Just that it would there that is there's a temporary delay. 385 00:24:45,080 --> 00:24:49,197 >> Delay on the deal closing. >> Yeah, temporary temporarily a temporary delay. 386 00:24:49,280 --> 00:24:50,677 >> Until you receive this information. 387 00:24:50,760 --> 00:24:56,637 >> Yes. >> Did you instruct any of your advisers to suspend the purchase? 388 00:24:56,720 --> 00:25:00,437 >> No. >> Did you tell your attorneys to stop working on the deal? 389 00:25:00,520 --> 00:25:04,557 >> No. >> Did you tell your bankers to stop working on the deal? 390 00:25:04,640 --> 00:25:07,877 >> No, this is we're literally just waiting for the documents. 391 00:25:07,960 --> 00:25:10,397 >> Had you received at this point in time, 392 00:25:10,480 --> 00:25:17,240 May 15th, any analysis from Twitter that there was more than 5%? 393 00:25:18,880 --> 00:25:22,637 >> I don't think so. >> When you said might be over 90%, why did 394 00:25:22,720 --> 00:25:27,757 you use that number? >> I'm simply saying that I had no basis at 395 00:25:27,840 --> 00:25:33,200 this point for a rational 396 00:25:33,600 --> 00:25:38,837 number calculation. So, it was not impossible that it it 397 00:25:38,920 --> 00:25:40,357 could be some very high number. 398 00:25:40,440 --> 00:25:44,637 >> And just so I'm following, so the first question is how you identify those 100 399 00:25:44,720 --> 00:25:47,437 and then of those 100, how do you determine whether real or fake? 400 00:25:47,520 --> 00:25:50,957 >> Yes. >> And you're saying Twitter didn't give you that answer. 401 00:25:51,040 --> 00:25:55,237 >> I never got an answer for how they picked the 100. 402 00:25:55,320 --> 00:25:58,717 And I never got an answer for how they determined of the 100 403 00:25:58,800 --> 00:26:02,200 which one were which one's real. 404 00:26:02,320 --> 00:26:04,757 Does that sound like a method to you? 405 00:26:04,840 --> 00:26:07,437 It doesn't sound like a method to me. 406 00:26:07,520 --> 00:26:11,757 >> And your advisor >> Sounds like >> Did anyone ever tell you that Quinn 407 00:26:11,840 --> 00:26:15,677 Emanuel had received backup data on your on Twitter's sampling process on July 408 00:26:15,760 --> 00:26:19,557 1st, 2022? >> I don't recall. >> Would that have been something that you 409 00:26:19,640 --> 00:26:24,560 would have wanted to know before you terminate the deal a week later? 410 00:26:25,400 --> 00:26:28,957 >> Probably. >> Did you find it useful for your data 411 00:26:29,040 --> 00:26:32,157 scientist to meet with Twitter's data scientist? 412 00:26:32,240 --> 00:26:34,677 >> I would have that would make sense. 413 00:26:34,760 --> 00:26:36,637 >> Yeah. Do you know if that was done? 414 00:26:36,720 --> 00:26:40,877 >> I don't know. >> Did anyone advise you that Twitter had made that invitation? 415 00:26:40,960 --> 00:26:43,640 >> I don't think so. 416 00:26:52,680 --> 00:26:54,677 >> It's copied to Alex Spiro and Andrew 417 00:26:54,760 --> 00:27:00,160 Rossman. Did anyone at Quinn Emanuel pass along this letter to you? 418 00:27:01,560 --> 00:27:04,240 >> I don't recall. 419 00:27:06,280 --> 00:27:09,197 >> And is it fair to say that you don't recall any of your advisors 420 00:27:09,280 --> 00:27:12,717 that are copied on this letter, Alex Spiro and Andrew Rossman, 421 00:27:12,800 --> 00:27:14,837 or the attorneys from Skadden Arps 422 00:27:14,920 --> 00:27:20,437 relaying the invitation that Twitter had made for your data scientists to meet? 423 00:27:20,520 --> 00:27:23,517 Correct? >> I don't recall. >> Kate also writes on the fourth 424 00:27:23,600 --> 00:27:28,117 paragraph, {quote} "As follow-up, he offered to have a smaller group 425 00:27:28,200 --> 00:27:30,437 discussion with Elon 426 00:27:30,520 --> 00:27:35,437 to for him and Parag. He said he thought that would be 427 00:27:35,520 --> 00:27:39,717 constructive and more helpful than waiting for raw data output, 428 00:27:39,800 --> 00:27:43,037 some of which is limited due to data retention, 429 00:27:43,120 --> 00:27:46,957 and instead explaining activity versus MDAU will better frame the question." 430 00:27:47,040 --> 00:27:50,797 {close quote} Did you ever receive that message from 431 00:27:50,880 --> 00:27:54,957 any one of your team members? >> I don't recall. 432 00:27:55,040 --> 00:28:01,520 >> Did you have any follow-up group discussions with Ned or Parag? 433 00:28:03,160 --> 00:28:05,757 >> I don't think so. >> How did their methodologies differ from 434 00:28:05,840 --> 00:28:08,317 what Twitter was doing? >> I don't recall. 435 00:28:08,400 --> 00:28:10,717 >> Okay, the stock market went up about 27%. 436 00:28:10,800 --> 00:28:14,917 >> Wow. In one day? >> Does that surprise you? 437 00:28:15,000 --> 00:28:16,837 >> It went went up 20%. Are you saying it 438 00:28:16,920 --> 00:28:20,837 went up 27% in one day? 439 00:28:20,920 --> 00:28:25,397 >> It went Yes, 27% after this filing was made. 440 00:28:25,480 --> 00:28:27,597 >> In one day? >> Would that surprise you? 441 00:28:27,680 --> 00:28:30,237 >> That sounds high. >> Would it surprise you that it went up at 442 00:28:30,320 --> 00:28:32,717 all after this filing? 443 00:28:32,800 --> 00:28:37,277 >> Well, the stock market stocks go up and down, but but if you say it went up I 444 00:28:37,360 --> 00:28:40,197 actually don't know You're saying it went 445 00:28:40,280 --> 00:28:42,837 It went up 27% in one day? 446 00:28:42,920 --> 00:28:48,117 Is Is that correct? >> When did you conduct the analysis? 447 00:28:48,200 --> 00:28:51,757 >> Uh shortly after 448 00:28:51,840 --> 00:28:55,317 the acquisition. >> Did you use outside data scientists to 449 00:28:55,400 --> 00:28:59,597 perform this calculation? >> No, we just we could do internal 450 00:28:59,680 --> 00:29:04,197 analysis. >> Okay. And who at Twitter performed this analysis? 451 00:29:04,280 --> 00:29:09,277 >> I don't recall. >> And what was it? One person, 10 people? 452 00:29:09,360 --> 00:29:11,957 Was it a team? >> I think it was a team. 453 00:29:12,040 --> 00:29:14,557 >> And you can't identify any of those people? 454 00:29:14,640 --> 00:29:17,040 >> Not offhand. 455 00:29:17,880 --> 00:29:21,477 >> Uh was this calculation documented somewhere? 456 00:29:21,560 --> 00:29:24,160 >> I don't recall. 457 00:29:25,040 --> 00:29:27,957 >> Uh did you inform advertisers that fake 458 00:29:28,040 --> 00:29:30,357 accounts represented a higher percentage 459 00:29:30,440 --> 00:29:32,357 of the platform's account holders? 460 00:29:32,440 --> 00:29:35,077 >> I don't recall. 461 00:29:35,160 --> 00:29:40,237 >> Do you Did you inform your equity or debt investors that fake accounts 462 00:29:40,320 --> 00:29:43,517 represented a higher percentage of the platform's account holders? 463 00:29:43,600 --> 00:29:46,800 >> Not beyond my public statements. 464 00:29:49,160 --> 00:29:50,557 >> So, you did not 465 00:29:50,640 --> 00:29:56,480 have any direct communications with any 466 00:29:56,840 --> 00:30:02,277 equity or debt investor about your determination that spam and 467 00:30:02,360 --> 00:30:05,477 fake accounts represent a higher percentage of the platform's holders, 468 00:30:05,560 --> 00:30:08,040 correct? 469 00:30:08,280 --> 00:30:09,637 Other than your public statements. 470 00:30:09,720 --> 00:30:12,920 >> Not other than the public statements. 471 00:30:15,880 --> 00:30:19,477 >> After you took control of the company, did you instruct anybody at Twitter or X 472 00:30:19,560 --> 00:30:22,277 to inform advertisers that Twitter's 473 00:30:22,360 --> 00:30:26,960 prior estimates of fake accounts were inaccurate? 474 00:30:27,640 --> 00:30:30,240 >> I don't recall. 475 00:30:30,440 --> 00:30:36,680 >> Do you have uh a public accountant at X? 476 00:30:37,160 --> 00:30:42,117 >> Uh PricewaterhouseCoopers. >> Is Pricewaterhouse your accountant? 477 00:30:42,200 --> 00:30:45,277 >> I believe so. >> Did you inform Pricewaterhouse that you 478 00:30:45,360 --> 00:30:48,557 had determined that Twitter's prior estimates of fake accounts were 479 00:30:48,640 --> 00:30:52,237 inaccurate? >> Uh not beyond my public statements. 480 00:30:52,320 --> 00:30:55,197 >> Yet after all that, you agreed eventually to dismiss your claims and to 481 00:30:55,280 --> 00:30:59,317 buy Twitter, correct? >> Yes. >> And you did that because you thought the 482 00:30:59,400 --> 00:31:02,597 judge in Delaware would order you to buy it. 483 00:31:02,680 --> 00:31:07,077 >> Um I was told that we would not receive a fair hearing from Kathleen McCormick. 484 00:31:07,160 --> 00:31:13,640 Um that she has she had a strong bias against me. 485 00:31:13,960 --> 00:31:18,797 And her you know, subsequent ruling regarding the Tesla 486 00:31:18,880 --> 00:31:23,357 shareholder vote showed that to be true. 487 00:31:23,440 --> 00:31:27,917 >> And is that the reason you agreed to capitulate on the Twitter case? 488 00:31:28,000 --> 00:31:31,077 >> Yes. I did not believe I would receive a fair hearing. 489 00:31:31,160 --> 00:31:34,717 >> Any other reason? >> No. >> Why do you think she's biased against 490 00:31:34,800 --> 00:31:36,037 you? Just because of her rulings? 491 00:31:36,120 --> 00:31:38,397 >> Yes. >> Were you able to obtain the debt 492 00:31:38,480 --> 00:31:41,877 financing even without the information that you claim Twitter had not provided 493 00:31:41,960 --> 00:31:46,477 you? >> The debt financing came through, yes. 494 00:31:46,560 --> 00:31:48,477 >> Were you able to obtain equity financing 495 00:31:48,560 --> 00:31:51,957 even without the information that you claim Twitter had not provided you? 496 00:31:52,040 --> 00:31:56,757 >> Yes. >> You told Morgan Stanley that Twitter could be worth 200 to 300 billion 497 00:31:56,840 --> 00:31:59,477 dollars under your ownership. >> Yeah. 498 00:31:59,560 --> 00:32:02,597 >> Do you remember that? >> I may have said that. 499 00:32:02,680 --> 00:32:04,997 >> Did you feel that at the time? 500 00:32:05,080 --> 00:32:07,117 >> I thought there was a lot of untapped potential. 501 00:32:07,200 --> 00:32:09,077 >> Did you tell Morgan Stanley during these 502 00:32:09,160 --> 00:32:12,757 initial stages before you made an offer 503 00:32:12,840 --> 00:32:14,917 that you believed Twitter's real user 504 00:32:15,000 --> 00:32:21,000 numbers were much lower than the numbers Twitter was disclosing? 505 00:32:21,480 --> 00:32:24,637 >> I Yeah, I thought I thought that Twitter was exaggerating the numbers. 506 00:32:24,720 --> 00:32:28,277 >> Have you ever heard of the term monetizable daily active users? 507 00:32:28,360 --> 00:32:31,117 >> Yes. >> That was the metric that Twitter was using. 508 00:32:31,200 --> 00:32:35,717 >> Yes. >> Had you as of April 11th 509 00:32:35,800 --> 00:32:40,797 2022 looked at its MDAU numbers. 510 00:32:40,880 --> 00:32:43,757 >> I'm not sure of the date. >> Do you remember when the first time is 511 00:32:43,840 --> 00:32:47,080 that you focused on those numbers? 512 00:32:47,480 --> 00:32:50,637 >> Uh I think it may have been when I met 513 00:32:50,720 --> 00:32:55,877 with Parag and Ned. >> In San Jose? 514 00:32:55,960 --> 00:32:57,197 >> I think it was in San Francisco. 515 00:32:57,280 --> 00:32:59,597 >> Oh, in San Francisco on May 6th? 516 00:32:59,680 --> 00:33:03,357 >> I don't know the exact date, but >> But it was after the deal closed? 517 00:33:03,440 --> 00:33:05,317 Or sorry, it was after the deal was signed? 518 00:33:05,400 --> 00:33:08,877 >> signed. I believe so, yes. 519 00:33:08,960 --> 00:33:12,437 >> Okay. You wanted the right to take confirmatory business due diligence as 520 00:33:12,520 --> 00:33:18,520 part of this offer. >> Yes. >> Okay. And why did you want to do that? 521 00:33:21,600 --> 00:33:28,360 >> Uh we just need to make sure that the the public statements are accurate. 522 00:33:30,640 --> 00:33:32,760 >> Right. 523 00:33:40,200 --> 00:33:43,477 Anything more in particular? >> No. 524 00:33:43,560 --> 00:33:46,037 >> Prior to signing, did you or anyone 525 00:33:46,120 --> 00:33:50,917 on acting on your behalf ever ask for the underlying data used to make that 526 00:33:51,000 --> 00:33:54,757 estimate? >> I don't think so. 527 00:33:54,840 --> 00:33:56,797 >> Prior to signing, did you ever ask to 528 00:33:56,880 --> 00:34:02,200 speak to any Twitter employees involved in their estimation process? 529 00:34:02,440 --> 00:34:07,077 >> Not that I can recall. >> Prior to signing on April 25th, 2022, 530 00:34:07,160 --> 00:34:10,357 had you asked a single question about the prevalence of fake accounts on 531 00:34:10,440 --> 00:34:13,277 Twitter's platform? >> Uh I mean, I raised uh 532 00:34:13,360 --> 00:34:16,557 many many times with Jack with the 533 00:34:16,640 --> 00:34:20,597 with the you know, what was he doing about the 534 00:34:20,680 --> 00:34:24,797 fake and spam accounts uh that were plaguing the system. 535 00:34:24,880 --> 00:34:26,357 >> Other than those conversations with Mr. 536 00:34:26,440 --> 00:34:30,117 Dorsey that you were described before, any other conversations? 537 00:34:30,200 --> 00:34:34,840 >> Um not that I can recall. 538 00:34:38,640 --> 00:34:42,677 >> Did anything or anyone prevent you from including language in the merger 539 00:34:42,760 --> 00:34:47,157 agreement requiring Twitter to describe its methodology and to provide you with 540 00:34:47,240 --> 00:34:50,677 all backup information it used to estimate the percentage of fake 541 00:34:50,760 --> 00:34:54,397 accounts? >> Not that I can recall. 542 00:34:54,480 --> 00:34:57,717 >> Anything prevent you from including specific language in the agreement 543 00:34:57,800 --> 00:35:04,160 requiring Twitter to provide you with Twitter's raw data regarding its users? 544 00:35:04,560 --> 00:35:05,877 >> Not that I can recall. 545 00:35:05,960 --> 00:35:09,717 >> At this meeting was anybody upset? 546 00:35:09,800 --> 00:35:16,360 With you to the other side like perceptibly upset? 547 00:35:17,000 --> 00:35:18,597 >> I don't recall. 548 00:35:18,680 --> 00:35:25,600 >> So at the meeting itself did you express um your displeasure to them? 549 00:35:25,840 --> 00:35:30,797 >> I probably did. >> Do you remember one way or the other? 550 00:35:30,880 --> 00:35:34,117 >> I don't recall exactly what I said, but I wouldn't have been uh particularly 551 00:35:34,200 --> 00:35:37,117 pleased that they could not just justify that the 552 00:35:37,200 --> 00:35:40,637 how they calculated one of the most fundamental metrics in the system that 553 00:35:40,720 --> 00:35:43,517 was fundamental to the value of the company. 554 00:35:43,600 --> 00:35:46,557 >> I understand that's how you felt internally, but did you express that to 555 00:35:46,640 --> 00:35:48,237 anyone at Twitter at the meeting? 556 00:35:48,320 --> 00:35:51,997 >> I think I did. >> Do you remember specifically what you said? 557 00:35:52,080 --> 00:35:54,917 >> No. >> Is it fair to say that Ned and Parag's 558 00:35:55,000 --> 00:35:58,837 description of Twitter's methodology was not so concerning that it caused you to 559 00:35:58,920 --> 00:36:02,917 request to meet with Twitter's management team or its engineers or its 560 00:36:03,000 --> 00:36:09,400 sampling team members to better understand the basis for the calculations? 561 00:36:11,320 --> 00:36:13,957 >> I don't recall. >> You never did that on May 6th and you 562 00:36:14,040 --> 00:36:15,957 never did that after May 6th, right? 563 00:36:16,040 --> 00:36:18,800 >> I don't recall.