Elon Musk Subpoenas Jack Dorsey In Twitter Lawsuit

Jill Goldsmith

Elon Musk has subpoenaed Twitter founder and former CEO Jack Dorsey in the lawsuit between the social media platform and the billionaire Tesla founded that once wanted to buy it.

A flurry of subpoenas by both sides have been landing regularly in Delaware Chancery Court ever since a judge, or chancellor as they’re called in the nation’s busiest business tribunal, set an October trial date.

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Twitter sued Musk last month after he tore up an agreement he’d made in late April to buy the company for $44 billion, or $54.20 a share, cash. There was a $1 billion breakup fee, but Twitter says that’s only if one party reneges for good cause. Its lawsuit claimed the termination was due to buyer’s remorse, which would not apply. Musk has accused Twitter of under-reporting the number of fake or spam accounts on its site. The Musk camp has filed a counter-suit against Twitter.

Monday’s subpoena says Dorsey, a friend and ally of Musk during the takeover process, is “hereby commanded, all business and excuses being laid aside, to respond in writing to this subpoena and to produce for inspection and copying the books, documents, or tangible things in your possession, custody, or control” requested by defendants — specifically anything regarding the merger deal and  docs “reflecting, referring to, or relating to the impact or effect of false or spam accounts on Twitter’s business and operations.”

At a hearing on July 19, Chancery Court Judge Kathaleen McCormick set a five-day trial in October to hear the suit. Twitter had asked for an expedited four-day proceeding in September, while Musk’s attorneys wanted a late February date. The ruling favored Twitter as the judge agreed with the company’s argument that a delay could cause it irreparable harm.

Dorsey stepped down as Twitter CEO last fall and remained a director through May when his term was up. He supported Musk’s bid and his mocking of the board. While still in deal mode, Musk had approached Dorsey and some other Twitter stockholders, including Prince Alwaleed Bin Talal, about contributing shares of common stock to retain an equity investment following the merger and taking the company private.

Twitter is holding a special shareholder meeting September 13 to vote on the combination. It’s the last procedural step needed to close the deal — except for forcing Musk to pay. Musk recently sold $6.9 billion worth of Tesla shares, a concession that he might need the cash. The board of Twitter, which approved the merger, is trying to gather as many votes as possible ahead of time and today nudged stockholders once again. The transaction “requires the affirmative vote of a majority of the outstanding shares, your vote is very important, regardless of the number of shares that you own.”

“Please help Twitter avoid the expense of additional solicitation by voting today. You may vote by telephone, via the Internet, or by signing, dating and returning the hard-copy proxy card or voting instruction form. If you received this reminder by email you may also vote by simply clicking the “VOTE NOW” button in the accompanying email.”

Twitter shares closed down 2.2% at $43.01 in a down market but were up in after-hours trading.

It has filed dozens of subpoenas in the fast-tracked suit including to Musk advisers, bankers and lenders Binance, Factorial Funds, Benefit Street, Bandera Partners, Founders Fund Growth II Management, Citadel CEO Ken Griffin, Oracle CEO Larry Ellison, David Sacks, Steve Jurvetson, Marc Andreessen, former WWE CFO Kristina Salen, Ellison trustee Philip Simon, former Intel CEO Bob Swan and Tesla board member Antonio Gracias.

Musk has subpoenaed Twitter advisors in the deal Allen & Co., Goldman Sachs and JPMorgan Chase among others.

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