WEBVTT

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The calculation that you
were referring to in this

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tweet, were you referring to Twitter's
calculation of fake accounts underlying

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its SEC filings, right? >> Yes.

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>> And the details supporting the
calculation refers to the fact that you

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were waiting on details from Twitter
supporting its calculation, right?

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>> Yes. >> And when you
said the deal was on hold

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pending this information from Twitter,
you meant that until you received this

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information, the deal
would not close, right?

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>> Just that it would there there
is there's a temporary delay.

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>> Delay on the deal closing. >> Yeah,
it's a very temporary temporary delay.

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>> Until you receive this information.

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>> Yes. >> Did you instruct any
of your advisors to suspend the purchase?

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>> No. >> Did you tell your attorneys
to stop working on the deal?

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>> No. >> Did you tell your bankers
to stop working on the deal?

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>> No, this is we're literally
just waiting for the documents.

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>> Had you received at this point in time,

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May 15th, any analysis from Twitter
that there was more than 5%?

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>> I don't think so. >> When you
said might be over 90%, why did

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you use that number?
>> I'm I'm simply saying that I had no

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basis at this point for a rational

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number calculation. So,
it was not impossible that it it

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could be some very high number.

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>> And just so I'm following, so the first
question is how you identify those 100

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and then of those 100, how do you
determine whether real or fake?

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>> Yes. >> And you're saying
Twitter didn't give you that answer.

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>> I I never got an answer
for how they picked the 100.

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And I never got an answer for how they
determined of the 100, which one were

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which ones real.

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Does that sound like a method to you?

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It sound like a method to me.
>> And your advisor >> Sounds like

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>> Did anyone ever tell you that Quinn
Emanuel had received backup data on

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their on Twitter's sampling
process on July 1st, 2022?

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>> I don't recall. >> Would
that have been something that you

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would have wanted to know before
you terminated the deal a week later?

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>> Probably. >> Did you find it useful
for your data scientist to meet with

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Twitter's data scientists?
>> I would have That would make sense.

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>> Yeah. Do you know if that was done?

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>> I don't know. >> Did anyone advise
you that Twitter had made that invitation?

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>> I don't think so.

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>> It's copied to Alex Spiro and Andrew

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Rossman. Did anyone at Quinn Emanuel
pass along this letter to you?

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>> I don't recall.

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>> And is it fair to say that you don't
recall any of your advisors that are

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copied on this letter,
Alex Spiro, Andrew Rossman,

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or the attorneys from Skadden Arps

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relaying the invitation that Twitter had
made for your data scientists to meet?

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Correct? >> I don't recall.
>> Kate also writes on the fourth

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paragraph, {quote} "As follow-up,
he offered to have a smaller group

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discussion with Elon

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to for him and Parag.

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He said he thought that would be
constructive and more helpful than

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waiting for raw data output,
some of which is limited due to data

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retention, and instead
explaining activity versus

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mDAU will better frame the question."

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{close quote} Did you ever
receive that message from

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any one of your team members?
>> I don't recall.

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>> Did you have any follow-up
group discussions with Ned or Parag?

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>> I don't think so. >> How did
their methodologies differ from

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what Twitter was doing? >> I don't recall.

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>> The stock market went up about 27%.

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>> Wow. In one day?
>> Does that surprise you?

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>> It went went up 20%. Are you saying it

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went up 27% percent in one day?

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>> It went Yes,
27% after this filing was made.

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>> In one day? >> Would that surprise you?

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>> That sounds high. >> Yeah.
Would it surprise you that it went

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up at all after this filing? >> Well,
the stock market Stocks go up and

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down, but but if you're saying
it went up I actually don't know.

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You're saying it went It
went up 27% in one day?

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Is Is that correct?
>> When did you conduct the analysis?

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>> Uh shortly after

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the acquisition. >> Did you
use outside data scientists to

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perform this calculation?
>> No, we just we could do internal

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analysis. >> Okay. And who
at Twitter performed this analysis?

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>> I don't recall. >> And what
was it? One person, 10 people?

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Was it a team? >> I think it was a team.

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>> And you can't identify
any of those people?

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>> Not that I'm aware of.

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>> Uh was this calculation
documented somewhere?

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>> I don't recall.

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>> Uh did you inform advertisers that fake

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accounts represented a higher percentage

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of the platform's account holders?

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>> I don't recall.

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>> Do you Did you inform your equity
or debt investors that fake accounts

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represented a higher percentage
of the platform's account holders?

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>> Not beyond my public statements.

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>> So, you did not have any

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direct communications with any

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equity or debt investor about
your determination that spam and

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fake accounts represent a higher
percentage of the platform's holders,

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correct?

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Other than your public statements.

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>> Not other than the public statements.

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>> After you took control of the company,
did you instruct anybody at Twitter or X

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to inform advertisers that Twitter's

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prior estimates of fake
accounts were inaccurate?

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>> I don't recall.

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>> Do you have a public accountant at X?

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>> Uh PricewaterhouseCoopers.
>> Is Pricewaterhouse your accountant?

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>> I believe so. >> Did you
inform Pricewaterhouse that you

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had determined that Twitter's prior
estimates of fake accounts were

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inaccurate? >> Uh not
beyond my public statements.

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>> Yet after all that, you agreed
eventually to dismiss your claims and to

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buy Twitter, correct? >> Yeah.

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>> And you did that
because you thought the

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judge in Delaware would
order you to buy it.

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>> Um I was told that we would not receive
a fair hearing from Kathleen McCormick.

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Um that she has she had
a strong bias against me.

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And uh you know, subsequent
ruling regarding the Tesla

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shareholder vote showed that to be true.

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>> And is that the reason you agreed
to capitulate on the Twitter case?

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>> Yes. I did not believe I
would receive a fair hearing.

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>> Any other reason? >> No.
>> Why do you think she's biased against

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you? Just because of her rulings?

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>> Yes. >> Were you
able to obtain the debt

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financing even without the information
that you claim Twitter had not provided

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you? >> The debt financing
came through, yes.

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>> Were you able
to obtain equity financing

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even without the information that you
claim Twitter had not provided you?

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>> Yes. >> You told Morgan Stanley that
Twitter could be worth 200 to 300 billion

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dollars under your ownership. >> Yeah.

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>> Do you remember that?
>> I may have said that.

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>> Did you feel that at the time?

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>> I thought there was a lot
of untapped potential.

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>> Did you tell Morgan
Stanley during these

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initial stages before you made an offer

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that you believed Twitter's real user

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numbers were much lower than
the numbers Twitter was disclosing?

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>> I Yeah, I thought I thought
Twitter was exaggerating the numbers.

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>> Have you ever heard of the term
monetizable daily active users?

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>> Yes. >> That was the metric
that Twitter was using?

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>> Yes. >> Had you as of April 11th

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2022 looked at its MDAU numbers?

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>> I I'm not sure of the date.

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>> Do you remember when the first time
is that you focused on those numbers?

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>> Uh I think it may have been when I met

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with Parag and Ned. >> In San Jose?

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>> I think it was in San Francisco.

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>> Oh, in San Francisco on May 6th?

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>> I don't know the exact date,
but >> But it was after the deal closed?

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Or sorry, it was after
the deal was signed?

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>> I believe so, yes. >> Okay.
You wanted the right to take

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confirmatory business due
diligence as part of this offer.

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>> Yes. >> And why did
you want to do that?

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>> I would just need to make sure that
the the public statements are accurate.

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>> Right.

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Anything more in particular? >> No.

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>> Prior to signing, did you or anyone

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on acting on your behalf ever ask for

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the underlying data used
to make that estimate?

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>> I don't think so. >> Prior
to signing, did you ever ask to

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speak to any Twitter employees
involved in their estimation process?

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>> Not that I can recall.
>> Prior to signing on April 25th, 2022,

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uh did you ask a single question about
the prevalence of fake accounts on

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Twitter's platform?
>> Um I mean, I raised uh

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many many times with Jack, but the

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but the you know,
what was he doing about the

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fake and spam accounts uh
that were plaguing the system.

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>> Other than these conversations with Mr.

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Dorsey that you were described
before, any other conversations?

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>> Um not that I can recall.

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>> Did anything or anyone prevent you
from including language in the merger

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agreement requiring Twitter to describe
its methodology and to provide you with

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all backup information it used
to estimate the percentage of fake

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accounts? >> Not that I can recall.

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>> Anything prevent you from including
specific language in the agreement

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requiring Twitter to provide you with
Twitter's raw data regarding its users?

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>> [snorts]

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>> Not that I can recall.

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>> At this meeting, was anybody upset?

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If you know, to the other side,
like perceptively upset.

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>> Uh I don't recall. >> So,
at the meeting itself, did you

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express um your displeasure to them?

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>> I probably did. >> Do you
remember one way or the other?

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>> I don't recall exactly what
I said, but I wouldn't have been

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uh particularly pleased that they
could not just justify that the

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how they calculated one of the most
fundamental metrics in the system that

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was fundamental to the
value of the company.

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>> I understand that's how you felt
internally, but did you express that to

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anyone at Twitter at the meeting?

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>> I think I did. >> Do you
remember specifically what you said?

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>> No. >> Is it fair
to say that Ned and Parag's

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description of Twitter's methodology was
not so concerning that it caused you to

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request to meet with Twitter's
management team or its engineers or its

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sampling team team members to better
understand the basis for the calculations?

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>> I don't recall.
>> You never did that on May 6th and you

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never did that after May 6th, right?

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>> I don't recall. >> The calculation
that you're referring to in this

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tweet, were you referring to Twitter's
calculation of fake accounts underlying

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its SEC filings, right? >> Yes.

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>> And the details supporting the
calculation refers to the fact that you

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were waiting on details from Twitter
supporting its calculation, right?

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>> Yes. >> And when you
said the deal was on hold

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pending this information from Twitter,
you meant that until you received this

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information, the deal
would not close, right?

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>> Just that it would there
that is there's a temporary delay.

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>> Delay on the deal closing. >> Yeah,
it's a very temporarily a temporary delay.

00:12:43.440 --> 00:12:44.917
>> Until you receive this information.

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>> Yes. >> Did you instruct any
of your advisers to suspend the purchase?

00:12:50.920 --> 00:12:54.597
>> No. >> Did you tell your attorneys
to stop working on the deal?

00:12:54.680 --> 00:12:58.717
>> No. >> Did you tell your bankers
to stop working on the deal?

00:12:58.800 --> 00:13:02.157
>> No, this is uh we're literally
just waiting for the documents.

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>> Had you received at this point in time,

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May 15th, any analysis from Twitter
that there was more than 5%?

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>> I don't think so. >> When you
said it might be over 90%, why

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did you use that number? >> Um I'm
simply saying that I had no basis

00:13:22.000 --> 00:13:27.440
at this point for uh a rational

00:13:27.880 --> 00:13:33.117
number calculation. So,
it was not impossible that it it

00:13:33.200 --> 00:13:34.597
could be some very high number.

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>> And just so I'm following, so the first
question is how you identify those 100,

00:13:38.920 --> 00:13:41.677
and then of those 100, how do you
determine whether real or fake?

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>> Yes. >> And you're saying
Twitter didn't give you that answer.

00:13:44.920 --> 00:13:49.477
>> I I never got an answer
for how they picked the 100.

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And I never got an answer
for how they determined of the 100

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which one were which ones were real.

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Does that sound like a method to you?

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It doesn't sound like a method to me.

00:14:01.760 --> 00:14:05.997
>> And your advisor >> Sounds like
>> Did anyone ever tell you that Quinn

00:14:06.080 --> 00:14:09.637
Emanuel had received backup data
on their on Twitter's sampling process on

00:14:09.720 --> 00:14:12.917
July 1st, 2022? >> I don't recall.

00:14:13.000 --> 00:14:15.117
>> Would that have been something that you
would have wanted to know before you

00:14:15.200 --> 00:14:18.800
terminated the deal a week later?

00:14:19.640 --> 00:14:24.677
>> Probably. >> Did you find it useful
for your data scientist to meet with

00:14:24.760 --> 00:14:28.997
Twitter's data scientist?
>> I would have That would make sense.

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>> Yeah. Do you know if that was done?

00:14:31.080 --> 00:14:35.077
>> I don't know. >> Did anyone advise
you that Twitter had made that invitation?

00:14:35.160 --> 00:14:37.880
>> I don't think so.

00:14:46.920 --> 00:14:48.917
>> It's copied to Alex Spiro and Andrew

00:14:49.000 --> 00:14:54.360
Rossman. Did anyone at Quinn Emanuel
pass along this letter to you?

00:14:55.840 --> 00:14:58.480
>> I don't recall.

00:15:00.560 --> 00:15:03.477
>> And is it fair to say that you
don't recall any of your advisors

00:15:03.560 --> 00:15:06.957
that are copied on this letter,
Alex Spiro and Andrew Rossman,

00:15:07.040 --> 00:15:09.117
or the attorneys from Skadden Arps

00:15:09.200 --> 00:15:14.677
relaying the invitation that Twitter
had made for your data scientist to meet?

00:15:14.760 --> 00:15:17.797
Correct? >> I don't recall.
>> Kate also writes on the fourth

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paragraph, quote, "As follow-up,
he offered to have a smaller group

00:15:22.480 --> 00:15:24.637
discussion with Elon

00:15:24.720 --> 00:15:28.317
to for him and Parag.

00:15:28.400 --> 00:15:31.677
He said he thought that would be
constructive and more helpful than

00:15:31.760 --> 00:15:35.717
waiting for raw data output.
Some of which is limited due to data

00:15:35.800 --> 00:15:39.357
retention. And instead
explaining activity versus

00:15:39.440 --> 00:15:41.197
MDAU will better frame the question.

00:15:41.280 --> 00:15:45.077
Close quote. Did you ever
receive that message from

00:15:45.160 --> 00:15:49.237
any one of your team members?
>> I don't recall.

00:15:49.320 --> 00:15:55.800
>> Did you have any follow-up
group discussions with Ned or Parag?

00:15:57.400 --> 00:15:59.997
>> I don't think so. >> How did
their methodologies differ from

00:16:00.080 --> 00:16:02.557
what Twitter was doing? >> I don't recall.

00:16:02.640 --> 00:16:05.077
>> Okay, the stock
market went up about 27%.

00:16:05.160 --> 00:16:09.277
>> Wow. In one day?
>> Does that surprise you?

00:16:09.360 --> 00:16:11.157
>> It went It went up 20%. Are you saying

00:16:11.240 --> 00:16:15.197
it went up 27% in one day?

00:16:15.280 --> 00:16:19.757
>> It went to Yes,
27% after this filing was made.

00:16:19.840 --> 00:16:21.917
>> In one day? >> Would that surprise you?

00:16:22.000 --> 00:16:24.597
>> That sounds high. >> Would it
surprise you that it went up at

00:16:24.680 --> 00:16:28.717
all after this filing? >> Well,
the stock market Stocks go up and

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.

00:16:33.400 --> 00:16:37.157
You're saying it went It
went up 27% in one day?

00:16:37.240 --> 00:16:42.437
Is Is that correct?
>> When did you conduct the analysis?

00:16:42.520 --> 00:16:46.037
>> Uh shortly after

00:16:46.120 --> 00:16:49.637
the acquisition. >> Did you
use outside data scientists to

00:16:49.720 --> 00:16:53.917
perform this calculation?
>> No, we just We could do internal

00:16:54.000 --> 00:16:58.517
analysis. >> Okay, and who
at Twitter performed this analysis?

00:16:58.600 --> 00:17:03.037
>> I don't recall. >> You know,
what Was it one person, 10

00:17:03.120 --> 00:17:06.277
people? Was it a team?
>> I think it was a team.

00:17:06.360 --> 00:17:08.877
>> And you can't identify
any of those people?

00:17:08.960 --> 00:17:11.520
>> Not off hand.

00:17:12.200 --> 00:17:15.797
>> Uh was this calculation
documented somewhere?

00:17:15.880 --> 00:17:18.560
>> I don't recall.

00:17:19.400 --> 00:17:22.317
>> Did you inform advertisers that fake

00:17:22.400 --> 00:17:26.677
accounts represented a higher percentage
of the platform's account holders?

00:17:26.760 --> 00:17:29.397
>> I don't recall.

00:17:29.480 --> 00:17:34.597
>> Did you Did you inform your equity
or debt investors that fake accounts

00:17:34.680 --> 00:17:37.717
represented a higher percentage
of the platform's account holders?

00:17:37.800 --> 00:17:38.997
>> Not beyond my public statements.

00:17:39.080 --> 00:17:41.160
>> Okay.

00:17:43.400 --> 00:17:44.797
So, you did not

00:17:44.880 --> 00:17:50.720
have any direct communications with any

00:17:51.040 --> 00:17:56.477
equity or debt investor about
your determination that spam and

00:17:56.560 --> 00:17:59.717
fake accounts represent a higher
percentage of the platform's holders,

00:17:59.800 --> 00:18:02.280
correct?

00:18:02.480 --> 00:18:03.877
Other than your public statements.

00:18:03.960 --> 00:18:07.200
>> Not other than the public statements.

00:18:10.080 --> 00:18:13.717
>> After you took control of the company,
did you instruct anybody at Twitter or X

00:18:13.800 --> 00:18:16.477
to inform advertisers that Twitter's

00:18:16.560 --> 00:18:21.200
prior estimates of fake
accounts were inaccurate?

00:18:21.840 --> 00:18:24.440
>> I don't recall.

00:18:24.640 --> 00:18:30.880
>> Do you have uh
a public accountant at X?

00:18:31.360 --> 00:18:36.317
>> Uh PricewaterhouseCoopers.
>> Is Pricewaterhouse your accountant?

00:18:36.400 --> 00:18:39.517
>> I believe so. >> Did you
inform Pricewaterhouse that you

00:18:39.600 --> 00:18:42.757
had determined that Twitter's prior
estimates of fake accounts were

00:18:42.840 --> 00:18:46.397
inaccurate? >> Uh not
beyond my public statements.

00:18:46.480 --> 00:18:49.437
>> Yet, after all that, you agreed
eventually to dismiss your claims and to

00:18:49.520 --> 00:18:53.557
buy Twitter, correct? >> Yes. >>
And you did that because you thought the

00:18:53.640 --> 00:18:56.757
judge in Delaware would
order you to buy it.

00:18:56.840 --> 00:19:00.997
>> Um I was told that we would not receive
a fair hearing from Kathleen McCormick.

00:19:01.080 --> 00:19:07.840
Um that she has She had
a strong bias against me.

00:19:08.120 --> 00:19:13.037
And uh you know, subsequent
ruling regarding the Tesla

00:19:13.120 --> 00:19:17.597
shareholder vote showed that to be true.

00:19:17.680 --> 00:19:22.117
>> And is that the reason you agreed
to capitulate on the Twitter case?

00:19:22.200 --> 00:19:25.317
>> Yes, I did not believe I
would receive a fair hearing.

00:19:25.400 --> 00:19:29.077
>> Any other reason? >> No.
>> Why do you think she's biased against

00:19:29.160 --> 00:19:30.437
you? Just because of her rulings?

00:19:30.520 --> 00:19:32.597
>> Yes. >> Were you
able to obtain the debt

00:19:32.680 --> 00:19:36.037
financing even without the information
that you claim Twitter had not provided

00:19:36.120 --> 00:19:40.757
you? >> The debt financing
came through, yes.

00:19:40.840 --> 00:19:42.677
>> Were you able
to obtain equity financing

00:19:42.760 --> 00:19:46.197
even without the information that you
claim Twitter had not provided you?

00:19:46.280 --> 00:19:50.997
>> Yes. >> You told Morgan Stanley that
Twitter could be worth 200 to 300 billion

00:19:51.080 --> 00:19:53.717
dollars under your ownership. >> Yes.

00:19:53.800 --> 00:19:56.797
>> Do you remember that?
>> I may have said that.

00:19:56.880 --> 00:19:59.277
>> Did you feel that at the time?

00:19:59.360 --> 00:20:01.437
>> I thought there was a lot
of untapped potential.

00:20:01.520 --> 00:20:03.397
>> Did you tell Morgan
Stanley during these

00:20:03.480 --> 00:20:07.117
initial stages before you made an offer

00:20:07.200 --> 00:20:09.317
that you believed Twitter's real user

00:20:09.400 --> 00:20:15.320
numbers were much lower than
the numbers Twitter was disclosing?

00:20:15.840 --> 00:20:18.917
>> I Yeah, I thought I thought
Twitter was exaggerating the numbers.

00:20:19.000 --> 00:20:22.597
>> Have you ever heard of the term
monetizable daily active users?

00:20:22.680 --> 00:20:25.477
>> Yes. >> And that was the
metric that Twitter was using?

00:20:25.560 --> 00:20:30.077
>> Yes. >> Had you as of April 11th

00:20:30.160 --> 00:20:35.117
2022 looked at its MDAU numbers?

00:20:35.200 --> 00:20:38.117
>> I'm not sure of the date.
>> Do you remember when the first time is

00:20:38.200 --> 00:20:41.440
that you focused on those numbers?

00:20:41.840 --> 00:20:45.157
>> I I think it may
have been when I met with

00:20:45.240 --> 00:20:50.237
Parag and Ned. >> In San Jose?

00:20:50.320 --> 00:20:51.517
>> I think it was in San Francisco.

00:20:51.600 --> 00:20:53.957
>> Oh, in San Francisco on May 6th?

00:20:54.040 --> 00:20:55.077
>> I don't know the exact date.

00:20:55.160 --> 00:20:59.277
>> Okay. But it was after the deal
closed or sorry, it was after the deal was

00:20:59.360 --> 00:21:03.117
signed. >> I believe so, yes.

00:21:03.200 --> 00:21:06.677
>> Okay. You wanted the right to take
confirmatory business due diligence as

00:21:06.760 --> 00:21:12.760
part of the software. >> Yes. >> Okay.
And why did you want to do that?

00:21:15.840 --> 00:21:22.600
>> Uh we just need to make sure that
the the public statements are accurate.

00:21:24.880 --> 00:21:27.000
>> Right.

00:21:34.440 --> 00:21:37.677
Anything more in particular? >> No.

00:21:37.760 --> 00:21:40.277
>> Prior to signing, did you or anyone

00:21:40.360 --> 00:21:45.197
on acting on your behalf ever ask
for the underlying data used to make that

00:21:45.280 --> 00:21:48.997
estimate? >> I don't think so.

00:21:49.080 --> 00:21:51.037
>> Prior to signing, did you ever ask to

00:21:51.120 --> 00:21:56.440
speak to any Twitter employees
involved in their estimation process?

00:21:56.680 --> 00:22:01.317
>> Not that I can recall.
>> Prior to signing on April 25th, 2022,

00:22:01.400 --> 00:22:04.597
uh did you ask a single question about
the prevalence of fake accounts on

00:22:04.680 --> 00:22:07.677
Twitter's platform?
>> Um I mean, I raised uh

00:22:07.760 --> 00:22:10.917
many many times with Jack with the

00:22:11.000 --> 00:22:14.917
with the you know,
what was he doing about the

00:22:15.000 --> 00:22:19.157
fake and spam accounts uh
that were playing the system.

00:22:19.240 --> 00:22:20.717
>> Other than these conversations with Mr.

00:22:20.800 --> 00:22:24.477
Dorsey that you were described
before, any other conversations?

00:22:24.560 --> 00:22:29.200
>> Um not that I can recall.

00:22:33.120 --> 00:22:36.957
>> Did anything or anyone prevent you
from including language in the merger

00:22:37.040 --> 00:22:41.517
agreement requiring Twitter to describe
its methodology and to provide you with

00:22:41.600 --> 00:22:44.957
all backup information it used
to estimate the percentage of fake

00:22:45.040 --> 00:22:48.837
accounts? >> Not that I can recall.

00:22:48.920 --> 00:22:52.037
>> Anything prevent you from including
specific language in the agreement

00:22:52.120 --> 00:22:58.440
requiring Twitter to provide you with
Twitter's raw data regarding its users?

00:22:59.000 --> 00:23:00.357
>> Not that I can recall.

00:23:00.440 --> 00:23:04.077
>> This meeting, was anybody upset?

00:23:04.160 --> 00:23:10.560
With you to the other side
like perceptively upset.

00:23:11.360 --> 00:23:14.317
>> Uh I don't recall. >> So,
at the meeting itself, did you

00:23:14.400 --> 00:23:19.800
express um your displeasure to them?

00:23:20.200 --> 00:23:25.117
>> I probably did. >> Do you
remember one way or the other?

00:23:25.200 --> 00:23:27.797
>> I don't recall exactly what
I said, but I wouldn't have been

00:23:27.880 --> 00:23:31.437
uh particularly pleased that they
could not just justify that the

00:23:31.520 --> 00:23:35.717
how they calculated one of the most
fundamental metrics in the system that was

00:23:35.800 --> 00:23:37.797
fundamental to the value of the company.

00:23:37.880 --> 00:23:40.797
>> I understand that's how you felt
internally, but did you express that to

00:23:40.880 --> 00:23:42.557
anyone at Twitter at the meeting?

00:23:42.640 --> 00:23:46.317
>> I think I did. >> Do you
remember specifically what you said?

00:23:46.400 --> 00:23:49.277
>> No. >> Is it fair
to say that Ned and Parag's

00:23:49.360 --> 00:23:53.157
description of Twitter's methodology was
not so concerning that it caused you to

00:23:53.240 --> 00:23:57.237
request to meet with Twitter's
management team or its engineers or its

00:23:57.320 --> 00:24:03.720
sampling team team members to better
understand the basis for the calculations?

00:24:05.800 --> 00:24:08.317
>> I don't recall.
>> You never did that on May 6th and you

00:24:08.400 --> 00:24:10.397
never did that after May 6th, right?

00:24:10.480 --> 00:24:14.717
>> I don't recall. >> The calculation
that you were referring to in this

00:24:14.800 --> 00:24:18.477
tweet, were you referring to Twitter's
calculation of fake accounts underlying

00:24:18.560 --> 00:24:21.877
its SEC filings, right? >> Yes.

00:24:21.960 --> 00:24:25.077
>> And the details supporting the
calculation refers to the fact that you

00:24:25.160 --> 00:24:29.637
were waiting on details from Twitter
supporting its calculation, right?

00:24:29.720 --> 00:24:32.797
>> Yes. >> And when you
said the deal was on hold

00:24:32.880 --> 00:24:36.437
pending this information from Twitter,
you meant that until you received this

00:24:36.520 --> 00:24:40.037
information, the deal
would not close, right?

00:24:40.120 --> 00:24:44.997
>> Just that it would there
that is there's a temporary delay.

00:24:45.080 --> 00:24:49.197
>> Delay on the deal closing. >> Yeah,
temporary temporarily a temporary delay.

00:24:49.280 --> 00:24:50.677
>> Until you receive this information.

00:24:50.760 --> 00:24:56.637
>> Yes. >> Did you instruct any
of your advisers to suspend the purchase?

00:24:56.720 --> 00:25:00.437
>> No. >> Did you tell your attorneys
to stop working on the deal?

00:25:00.520 --> 00:25:04.557
>> No. >> Did you tell your bankers
to stop working on the deal?

00:25:04.640 --> 00:25:07.877
>> No, this is we're literally
just waiting for the documents.

00:25:07.960 --> 00:25:10.397
>> Had you received at this point in time,

00:25:10.480 --> 00:25:17.240
May 15th, any analysis from Twitter
that there was more than 5%?

00:25:18.880 --> 00:25:22.637
>> I don't think so. >> When you
said might be over 90%, why did

00:25:22.720 --> 00:25:27.757
you use that number? >> I'm simply
saying that I had no basis at

00:25:27.840 --> 00:25:33.200
this point for a rational

00:25:33.600 --> 00:25:38.837
number calculation. So,
it was not impossible that it it

00:25:38.920 --> 00:25:40.357
could be some very high number.

00:25:40.440 --> 00:25:44.637
>> And just so I'm following, so the first
question is how you identify those 100

00:25:44.720 --> 00:25:47.437
and then of those 100, how do you
determine whether real or fake?

00:25:47.520 --> 00:25:50.957
>> Yes. >> And you're saying
Twitter didn't give you that answer.

00:25:51.040 --> 00:25:55.237
>> I never got an answer
for how they picked the 100.

00:25:55.320 --> 00:25:58.717
And I never got an answer
for how they determined of the 100

00:25:58.800 --> 00:26:02.200
which one were which one's real.

00:26:02.320 --> 00:26:04.757
Does that sound like a method to you?

00:26:04.840 --> 00:26:07.437
It doesn't sound like a method to me.

00:26:07.520 --> 00:26:11.757
>> And your advisor >> Sounds like
>> Did anyone ever tell you that Quinn

00:26:11.840 --> 00:26:15.677
Emanuel had received backup data on your
on Twitter's sampling process on July

00:26:15.760 --> 00:26:19.557
1st, 2022? >> I don't recall.
>> Would that have been something that you

00:26:19.640 --> 00:26:24.560
would have wanted to know before
you terminate the deal a week later?

00:26:25.400 --> 00:26:28.957
>> Probably. >> Did you
find it useful for your data

00:26:29.040 --> 00:26:32.157
scientist to meet with
Twitter's data scientist?

00:26:32.240 --> 00:26:34.677
>> I would have that would make sense.

00:26:34.760 --> 00:26:36.637
>> Yeah. Do you know if that was done?

00:26:36.720 --> 00:26:40.877
>> I don't know. >> Did anyone advise
you that Twitter had made that invitation?

00:26:40.960 --> 00:26:43.640
>> I don't think so.

00:26:52.680 --> 00:26:54.677
>> It's copied to Alex Spiro and Andrew

00:26:54.760 --> 00:27:00.160
Rossman. Did anyone at Quinn Emanuel
pass along this letter to you?

00:27:01.560 --> 00:27:04.240
>> I don't recall.

00:27:06.280 --> 00:27:09.197
>> And is it fair to say that you
don't recall any of your advisors

00:27:09.280 --> 00:27:12.717
that are copied on this letter,
Alex Spiro and Andrew Rossman,

00:27:12.800 --> 00:27:14.837
or the attorneys from Skadden Arps

00:27:14.920 --> 00:27:20.437
relaying the invitation that Twitter had
made for your data scientists to meet?

00:27:20.520 --> 00:27:23.517
Correct? >> I don't recall.
>> Kate also writes on the fourth

00:27:23.600 --> 00:27:28.117
paragraph, {quote} "As follow-up,
he offered to have a smaller group

00:27:28.200 --> 00:27:30.437
discussion with Elon

00:27:30.520 --> 00:27:35.437
to for him and Parag.
He said he thought that would be

00:27:35.520 --> 00:27:39.717
constructive and more helpful
than waiting for raw data output,

00:27:39.800 --> 00:27:43.037
some of which is limited
due to data retention,

00:27:43.120 --> 00:27:46.957
and instead explaining activity versus
MDAU will better frame the question."

00:27:47.040 --> 00:27:50.797
{close quote} Did you ever
receive that message from

00:27:50.880 --> 00:27:54.957
any one of your team members?
>> I don't recall.

00:27:55.040 --> 00:28:01.520
>> Did you have any follow-up
group discussions with Ned or Parag?

00:28:03.160 --> 00:28:05.757
>> I don't think so. >> How did
their methodologies differ from

00:28:05.840 --> 00:28:08.317
what Twitter was doing? >> I don't recall.

00:28:08.400 --> 00:28:10.717
>> Okay, the stock
market went up about 27%.

00:28:10.800 --> 00:28:14.917
>> Wow. In one day?
>> Does that surprise you?

00:28:15.000 --> 00:28:16.837
>> It went went up 20%. Are you saying it

00:28:16.920 --> 00:28:20.837
went up 27% in one day?

00:28:20.920 --> 00:28:25.397
>> It went Yes,
27% after this filing was made.

00:28:25.480 --> 00:28:27.597
>> In one day? >> Would that surprise you?

00:28:27.680 --> 00:28:30.237
>> That sounds high. >> Would it
surprise you that it went up at

00:28:30.320 --> 00:28:32.717
all after this filing?

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

00:28:37.360 --> 00:28:40.197
actually don't know You're saying it went

00:28:40.280 --> 00:28:42.837
It went up 27% in one day?

00:28:42.920 --> 00:28:48.117
Is Is that correct?
>> When did you conduct the analysis?

00:28:48.200 --> 00:28:51.757
>> Uh shortly after

00:28:51.840 --> 00:28:55.317
the acquisition. >> Did you
use outside data scientists to

00:28:55.400 --> 00:28:59.597
perform this calculation?
>> No, we just we could do internal

00:28:59.680 --> 00:29:04.197
analysis. >> Okay. And who
at Twitter performed this analysis?

00:29:04.280 --> 00:29:09.277
>> I don't recall. >> And what
was it? One person, 10 people?

00:29:09.360 --> 00:29:11.957
Was it a team? >> I think it was a team.

00:29:12.040 --> 00:29:14.557
>> And you can't identify
any of those people?

00:29:14.640 --> 00:29:17.040
>> Not offhand.

00:29:17.880 --> 00:29:21.477
>> Uh was this calculation
documented somewhere?

00:29:21.560 --> 00:29:24.160
>> I don't recall.

00:29:25.040 --> 00:29:27.957
>> Uh did you inform advertisers that fake

00:29:28.040 --> 00:29:30.357
accounts represented a higher percentage

00:29:30.440 --> 00:29:32.357
of the platform's account holders?

00:29:32.440 --> 00:29:35.077
>> I don't recall.

00:29:35.160 --> 00:29:40.237
>> Do you Did you inform your equity
or debt investors that fake accounts

00:29:40.320 --> 00:29:43.517
represented a higher percentage
of the platform's account holders?

00:29:43.600 --> 00:29:46.800
>> Not beyond my public statements.

00:29:49.160 --> 00:29:50.557
>> So, you did not

00:29:50.640 --> 00:29:56.480
have any direct communications with any

00:29:56.840 --> 00:30:02.277
equity or debt investor about
your determination that spam and

00:30:02.360 --> 00:30:05.477
fake accounts represent a higher
percentage of the platform's holders,

00:30:05.560 --> 00:30:08.040
correct?

00:30:08.280 --> 00:30:09.637
Other than your public statements.

00:30:09.720 --> 00:30:12.920
>> Not other than the public statements.

00:30:15.880 --> 00:30:19.477
>> After you took control of the company,
did you instruct anybody at Twitter or X

00:30:19.560 --> 00:30:22.277
to inform advertisers that Twitter's

00:30:22.360 --> 00:30:26.960
prior estimates of fake
accounts were inaccurate?

00:30:27.640 --> 00:30:30.240
>> I don't recall.

00:30:30.440 --> 00:30:36.680
>> Do you have uh
a public accountant at X?

00:30:37.160 --> 00:30:42.117
>> Uh PricewaterhouseCoopers.
>> Is Pricewaterhouse your accountant?

00:30:42.200 --> 00:30:45.277
>> I believe so. >> Did you
inform Pricewaterhouse that you

00:30:45.360 --> 00:30:48.557
had determined that Twitter's prior
estimates of fake accounts were

00:30:48.640 --> 00:30:52.237
inaccurate? >> Uh not
beyond my public statements.

00:30:52.320 --> 00:30:55.197
>> Yet after all that, you agreed
eventually to dismiss your claims and to

00:30:55.280 --> 00:30:59.317
buy Twitter, correct? >> Yes. >>
And you did that because you thought the

00:30:59.400 --> 00:31:02.597
judge in Delaware would
order you to buy it.

00:31:02.680 --> 00:31:07.077
>> Um I was told that we would not receive
a fair hearing from Kathleen McCormick.

00:31:07.160 --> 00:31:13.640
Um that she has she had
a strong bias against me.

00:31:13.960 --> 00:31:18.797
And her you know, subsequent
ruling regarding the Tesla

00:31:18.880 --> 00:31:23.357
shareholder vote showed that to be true.

00:31:23.440 --> 00:31:27.917
>> And is that the reason you agreed
to capitulate on the Twitter case?

00:31:28.000 --> 00:31:31.077
>> Yes. I did not believe I
would receive a fair hearing.

00:31:31.160 --> 00:31:34.717
>> Any other reason? >> No.
>> Why do you think she's biased against

00:31:34.800 --> 00:31:36.037
you? Just because of her rulings?

00:31:36.120 --> 00:31:38.397
>> Yes. >> Were you
able to obtain the debt

00:31:38.480 --> 00:31:41.877
financing even without the information
that you claim Twitter had not provided

00:31:41.960 --> 00:31:46.477
you? >> The debt financing
came through, yes.

00:31:46.560 --> 00:31:48.477
>> Were you able
to obtain equity financing

00:31:48.560 --> 00:31:51.957
even without the information that you
claim Twitter had not provided you?

00:31:52.040 --> 00:31:56.757
>> Yes. >> You told Morgan Stanley that
Twitter could be worth 200 to 300 billion

00:31:56.840 --> 00:31:59.477
dollars under your ownership. >> Yeah.

00:31:59.560 --> 00:32:02.597
>> Do you remember that?
>> I may have said that.

00:32:02.680 --> 00:32:04.997
>> Did you feel that at the time?

00:32:05.080 --> 00:32:07.117
>> I thought there was a lot
of untapped potential.

00:32:07.200 --> 00:32:09.077
>> Did you tell Morgan
Stanley during these

00:32:09.160 --> 00:32:12.757
initial stages before you made an offer

00:32:12.840 --> 00:32:14.917
that you believed Twitter's real user

00:32:15.000 --> 00:32:21.000
numbers were much lower than
the numbers Twitter was disclosing?

00:32:21.480 --> 00:32:24.637
>> I Yeah, I thought I thought that
Twitter was exaggerating the numbers.

00:32:24.720 --> 00:32:28.277
>> Have you ever heard of the term
monetizable daily active users?

00:32:28.360 --> 00:32:31.117
>> Yes. >> That was the metric
that Twitter was using.

00:32:31.200 --> 00:32:35.717
>> Yes. >> Had you as of April 11th

00:32:35.800 --> 00:32:40.797
2022 looked at its MDAU numbers.

00:32:40.880 --> 00:32:43.757
>> I'm not sure of the date.
>> Do you remember when the first time is

00:32:43.840 --> 00:32:47.080
that you focused on those numbers?

00:32:47.480 --> 00:32:50.637
>> Uh I think it may have been when I met

00:32:50.720 --> 00:32:55.877
with Parag and Ned. >> In San Jose?

00:32:55.960 --> 00:32:57.197
>> I think it was in San Francisco.

00:32:57.280 --> 00:32:59.597
>> Oh, in San Francisco on May 6th?

00:32:59.680 --> 00:33:03.357
>> I don't know the exact date,
but >> But it was after the deal closed?

00:33:03.440 --> 00:33:05.317
Or sorry, it was after
the deal was signed?

00:33:05.400 --> 00:33:08.877
>> signed. I believe so, yes.

00:33:08.960 --> 00:33:12.437
>> Okay. You wanted the right to take
confirmatory business due diligence as

00:33:12.520 --> 00:33:18.520
part of this offer. >> Yes. >> Okay.
And why did you want to do that?

00:33:21.600 --> 00:33:28.360
>> Uh we just need to make sure that
the the public statements are accurate.

00:33:30.640 --> 00:33:32.760
>> Right.

00:33:40.200 --> 00:33:43.477
Anything more in particular? >> No.

00:33:43.560 --> 00:33:46.037
>> Prior to signing, did you or anyone

00:33:46.120 --> 00:33:50.917
on acting on your behalf ever ask
for the underlying data used to make that

00:33:51.000 --> 00:33:54.757
estimate? >> I don't think so.

00:33:54.840 --> 00:33:56.797
>> Prior to signing, did you ever ask to

00:33:56.880 --> 00:34:02.200
speak to any Twitter employees
involved in their estimation process?

00:34:02.440 --> 00:34:07.077
>> Not that I can recall.
>> Prior to signing on April 25th, 2022,

00:34:07.160 --> 00:34:10.357
had you asked a single question about
the prevalence of fake accounts on

00:34:10.440 --> 00:34:13.277
Twitter's platform?
>> Uh I mean, I raised uh

00:34:13.360 --> 00:34:16.557
many many times with Jack with the

00:34:16.640 --> 00:34:20.597
with the you know,
what was he doing about the

00:34:20.680 --> 00:34:24.797
fake and spam accounts uh
that were plaguing the system.

00:34:24.880 --> 00:34:26.357
>> Other than those conversations with Mr.

00:34:26.440 --> 00:34:30.117
Dorsey that you were described
before, any other conversations?

00:34:30.200 --> 00:34:34.840
>> Um not that I can recall.

00:34:38.640 --> 00:34:42.677
>> Did anything or anyone prevent you
from including language in the merger

00:34:42.760 --> 00:34:47.157
agreement requiring Twitter to describe
its methodology and to provide you with

00:34:47.240 --> 00:34:50.677
all backup information it used
to estimate the percentage of fake

00:34:50.760 --> 00:34:54.397
accounts? >> Not that I can recall.

00:34:54.480 --> 00:34:57.717
>> Anything prevent you from including
specific language in the agreement

00:34:57.800 --> 00:35:04.160
requiring Twitter to provide you with
Twitter's raw data regarding its users?

00:35:04.560 --> 00:35:05.877
>> Not that I can recall.

00:35:05.960 --> 00:35:09.717
>> At this meeting was anybody upset?

00:35:09.800 --> 00:35:16.360
With you to the other side
like perceptibly upset?

00:35:17.000 --> 00:35:18.597
>> I don't recall.

00:35:18.680 --> 00:35:25.600
>> So at the meeting itself did you
express um your displeasure to them?

00:35:25.840 --> 00:35:30.797
>> I probably did. >> Do you
remember one way or the other?

00:35:30.880 --> 00:35:34.117
>> I don't recall exactly what I said,
but I wouldn't have been uh particularly

00:35:34.200 --> 00:35:37.117
pleased that they could
not just justify that the

00:35:37.200 --> 00:35:40.637
how they calculated one of the most
fundamental metrics in the system that

00:35:40.720 --> 00:35:43.517
was fundamental to the
value of the company.

00:35:43.600 --> 00:35:46.557
>> I understand that's how you felt
internally, but did you express that to

00:35:46.640 --> 00:35:48.237
anyone at Twitter at the meeting?

00:35:48.320 --> 00:35:51.997
>> I think I did. >> Do you
remember specifically what you said?

00:35:52.080 --> 00:35:54.917
>> No. >> Is it fair
to say that Ned and Parag's

00:35:55.000 --> 00:35:58.837
description of Twitter's methodology was
not so concerning that it caused you to

00:35:58.920 --> 00:36:02.917
request to meet with Twitter's
management team or its engineers or its

00:36:03.000 --> 00:36:09.400
sampling team members to better
understand the basis for the calculations?

00:36:11.320 --> 00:36:13.957
>> I don't recall.
>> You never did that on May 6th and you

00:36:14.040 --> 00:36:15.957
never did that after May 6th, right?

00:36:16.040 --> 00:36:18.800
>> I don't recall.
