Pampena v Musk | Full deposition
Questions on ElonsFAQ asked in this interview (2)
Transcript
0:00AttorneyThe calculation that you're referring to in this tweet, were you referring to Twitter's calculation of fake accounts underlying its SEC filings? Right.
0:08Elon MuskYes.
0:10AttorneyAnd the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right?
0:18Elon MuskYes.
0:19AttorneyAnd when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close? Right.
0:28Elon MuskJust that there's a temporary delay.
0:33AttorneyDelay on the deal closing?
0:34Elon MuskYeah.
0:36AttorneyA temporary delay until you receive this information?
0:39Elon MuskYes.
0:40AttorneyDid you instruct any of your advisors to suspend the purchase?
0:45Elon MuskNo.
0:45AttorneyDid you tell your attorneys to stop working on the deal?
0:48Elon MuskNo.
0:49AttorneyDid you tell your bankers to stop working on the deal?
0:53Elon MuskNo. This is. We're literally just waiting for the documents.
0:56AttorneyHad you received at this point in time, May 15, any analysis from Twitter that there was more than 5%?
1:07Elon MuskI don't think so.
1:08AttorneyWhen you said might be over 90%, why did you use that number?
1:13Elon MuskI'm simply saying that I had no basis at this point for a rational number calculation. So it was not impossible that it could be some very high number.
1:28AttorneyAnd just so I'm following. So the first question is how you identify those hundred and then of those hundred, how do you determine whether they're real or fake?
1:35Elon MuskYes.
1:36AttorneyYou're saying Twitter didn't give you that answer?
1:39Elon MuskI never got an answer for how they picked the hundred and I never got an answer for how they determined of the hundred which one's real. Does that sound like a method to you?
1:53Elon MuskDoesn't sound like a method to me.
1:55AttorneyAnd your advisor?
1:56Elon MuskSounds like bullshit.
1:58AttorneyDid anyone ever tell you that Quinn Emmanuel had received backup data on Twitter's sampling process on July 1, 2022?
2:05Elon MuskI don't recall.
2:07AttorneyWould that have been something that you would have wanted to know before you terminated the deal a week later?
2:13Elon MuskProbably.
2:14AttorneyDid you find it useful for your data scientists to meet with Twitter's data scientists?
2:22Elon MuskThat would make sense.
2:23AttorneyDo you know if that was done?
2:25Elon MuskI don't know.
2:26AttorneyDid anyone advise you that Twitter had made that invitation?
2:29Elon MuskI don't think so.
2:41AttorneyIt's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you?
2:54AttorneyIs it fair to say that you don't recall any of your advisors that are copy on this letter, Alex Spiro, Andrew Rossman, or the attorneys from SCAD and ARPS relaying the invitation that Twitter had made for your data scientists to meet?
3:09Elon MuskCorrect attitude.
3:11AttorneyKate also writes in the fourth paragraph, quote, as follow up, he offered to have a smaller group discussion with Elon to for him and Parag. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention.
3:31AttorneyAnd instead explaining activity versus MDAU will better frame the question. Close quote. Did you ever receive that message from any one of your team members?
3:41Elon MuskI don't recall.
3:43AttorneyDid you have any follow up group discussions with Ned or Parag?
3:51Elon MuskI don't think so.
3:52AttorneyHow did their methodologies differ from what Twitter was doing?
3:55Elon MuskI don't recall.
3:57AttorneyThe stock market went up about 27%.
3:59Elon MuskWow. In one day?
4:01AttorneyDoes that surprise you?
4:04Elon MuskIt went up 20%. Are you saying it went up 27% in one day?
4:09AttorneyYes. 27%. After this filing was made.
4:14Elon MuskIn one day.
4:14AttorneyWould that surprise you?
4:16Elon MuskThat sounds high.
4:17AttorneyWould it surprise you that it went up at all after this filing?
4:21Elon MuskWell, the stock market, stocks go up and down. But if you're saying actually you're saying it went up 27% in one day. Is that correct?
4:33AttorneyWhen did you conduct the analysis?
4:38Elon MuskShortly after the acquisition.
4:41AttorneyDid you use outside data scientists to perform this calculation?
4:46Elon MuskNo, we just. We could do internal analysis.
4:49AttorneyAnd who at Twitter performed this analysis?
4:52Elon MuskI don't recall.
4:55AttorneyWas it one person? 10 people? Was it a team?
4:59Elon MuskI think it was a team.
5:00AttorneyAnd you can't identify any of those people?
5:03Elon MuskNot offend.
5:06AttorneyWas this calculation documented somewhere?
5:10Elon MuskI don't recall.
5:13AttorneyDid you inform advertisers that fake accounts represented a higher percentage of the platform's account holders?
5:20Elon MuskI don't recall.
5:24AttorneyDid you inform your equity or debt investors that fake accounts represent a higher percentage of the platform's account holders?
5:32Elon MuskNot beyond my public statements.
5:37AttorneySo you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders?
5:54AttorneyCorrect. Other than your public statements?
5:58Elon MuskNot other than the public statements.
6:04AttorneyAfter you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate?
6:16Elon MuskI don't recall.
6:18AttorneyDo you have a public accountant at X?
6:26Elon MuskPricewaterhouse, I believe.
6:28AttorneyIs Price Waterhouse your accountant?
6:30Elon MuskI believe so.
6:31AttorneyDid you form Price Waterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate?
6:39Elon MuskNot beyond my public statements.
6:40AttorneyYet after all that, you agreed eventually to dismiss your claims and to buy Twitter, correct?
6:45Elon MuskYeah.
6:46AttorneyAnd you did that because you thought the judge in Delaware would order you to buy it?
6:51Elon MuskI was told that we would not receive a fair hearing from Kathleen McCormick that she has. She had a strong bias against me. And her subsequent ruling regarding the Tesla shareholder vote showed that to be true.
7:11AttorneyAnd is that the reason you agreed to capitulate on the Twitter case?
7:16Elon MuskYes. I did not believe I would receive a fair hearing.
7:19AttorneyAny other reason?
7:20Elon MuskNo.
7:21AttorneyWhy do you think she's biased against you just because of her rulings?
7:24Elon MuskYes.
7:25AttorneyWere you able to obtain the debt financing even without the information that you claimed Twitter had not provided you?
7:32Elon MuskThe debt financing came through? Yes.
7:35AttorneyWere you able to obtain equity financing even without the information that you claim Twitter had not provided you?
7:40Elon MuskYes.
7:41AttorneyYou told Morgan Stanley that Twitter could be worth 200 to $300 billion under your ownership. Do you remember that?
7:49Elon MuskI may have said that.
7:51AttorneyDid you feel that at the time,
7:53Elon MuskI thought there was a lot of untapped potential.
7:55AttorneyDid you tell Morgan Stanley, during these initial stages, before you made an offer, that you believed Twitter's real user numbers were much lower than the numbers Twitter was disclosing?
8:10Elon MuskYeah. I thought Twitter was exaggerating the numbers.
8:13AttorneyHave you ever heard of the term monetizable daily active users?
8:16Elon MuskYes.
8:17AttorneyThat was the metric that Twitter was using?
8:19Elon MuskYes.
8:20AttorneyHad you, as of April 11, 2022, looked at its MDAU numbers?
8:29Elon MuskI'm not sure of the date.
8:31AttorneyDo you remember when the first time is that you focused on those numbers?
8:37Elon MuskI think it may have been when I met with Parag and Ned in San Jose. I think it was in San Francisco.
8:45AttorneyOh, in San Francisco on May 6th.
8:48Elon MuskI don't know the exact date, but
8:50Attorneyit was after the deal closed or. Sorry. It was after the deal was signed?
8:55Elon MuskI believe so, yes.
8:57AttorneyYou wanted the right to take confirmatory business due diligence as part of this offer?
9:02Elon MuskYes.
9:03AttorneyAnd why did you want to do that?
9:10Elon MuskWe just need to make sure that the public statements are accurate.
9:28AttorneyAnything more in particular?
9:31Elon MuskNo.
9:31AttorneyPrior to signing, did you or anyone acting on your behalf ever ask for the underlying data used to make that estimate?
9:41Elon MuskI don't think so.
9:43AttorneyPrior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process?
9:51Elon MuskNot that I can recall.
9:52AttorneyPrior to signing, on April 25, 2022, had you asked a single question about the prevalence of fake accounts on Twitter's platform?
10:00Elon MuskI mean, I'd raised many times with Jack that, you know, what was he doing about the fake and spam accounts that were plaguing the system?
10:13AttorneyOther than those conversations with Mr. Dorsey that you described before? Any other conversations?
10:20Elon MuskNot that I can recall.
10:27AttorneyDid anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to estimate the percentage of fake accounts?
10:40Elon MuskNot that I can recall.
10:43AttorneyAnything Prevents you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users?
10:53Elon MuskNot that I can recall.
10:54AttorneyAt this meeting, was anybody upset to the other side, like perceptively upset?
11:06Elon MuskI don't recall.
11:07AttorneySo at the meeting itself, did you express your displeasure to them?
11:14Elon MuskI probably did.
11:16AttorneyDo you remember one way or the other?
11:19Elon MuskI don't recall exactly what I said, but I wouldn't have been particularly pleased that they could not just justify that the how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company.
11:31AttorneyI understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting?
11:36Elon MuskI think I did.
11:38AttorneyDo you remember specifically what you said?
11:40Elon MuskNo.
11:41AttorneyIs it fair to say that Ned and Prague's description of Twitter's methodology was not so concerning that it caused you to request to meet with Twitter's management team or its engineers or its sampling team members to better understand the basis for the calculations?
11:59Elon MuskI don't recall.
12:01AttorneyYou never did that on May 6, and you never did that after May 6, right?
12:04Elon MuskI don't recall.
12:05AttorneyThe calculation that you're referring to in this tweet, were you referring to Twitter's calculation of FIC accounts underlying its SEC filings?
12:13Elon MuskRight. Yes.
12:16AttorneyAnd the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right?
12:23Elon MuskYes.
12:25AttorneyAnd when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close, Right.
12:34Elon MuskJust that there's a temporary delay.
12:39AttorneyDelay on the deal closing?
12:40Elon MuskYeah.
12:42AttorneyA temporary delay until you receive this information?
12:44Elon MuskYes.
12:46AttorneyDid you instruct any of your advisors to suspend the purchase?
12:50Elon MuskNo.
12:51AttorneyDid you tell your attorneys to stop working on the deal?
12:54Elon MuskNo.
12:55AttorneyDid you tell your bankers to stop working on the deal?
12:58Elon MuskNo. This is literally just waiting for the documents.
13:02AttorneyHad you received at this point in time, May 15, any analysis from Twitter that there was more than 5%?
13:13Elon MuskI don't think so.
13:14AttorneyWhen you said it might be over 90%, why did you use that number?
13:19Elon MuskI'm simply saying that I had no basis at this point for a rationale number calculation. So it's not impossible that it could be some very high number.
13:34AttorneyAnd just so I'm following. So the first question is how you identify those hundred and then of those hundred, how do you determine whether they're real or fake?
13:41Elon MuskYes.
13:42AttorneyYou're saying Twitter didn't give you that answer?
13:45Elon MuskI never got an answer for how they picked the hundred and I never got an answer for how they determined of the hundred which one's real. Does that sound like a method to you?
13:58Elon MuskDoesn't sound like a method to me.
14:01AttorneyAnd your advisor.
14:02Elon MuskSounds like bullshit.
14:04AttorneyDid anyone ever tell you that Quinn Emanuel had received backup data on Twitter's sampling process on July 1, 2022?
14:11Elon MuskI don't recall.
14:12AttorneyWould that have been something that you would have wanted to know before you terminated the deal a week later?
14:19Elon MuskProbably.
14:20AttorneyDid you find it useful for your data scientist to meet with Twitter's data scientists?
14:27Elon MuskThat would make sense.
14:29AttorneyDo you know if that was done?
14:30Elon MuskI don't know.
14:32AttorneyDid anyone advise you that Twitter had made that invitation?
14:35Elon MuskI don't think so.
14:46AttorneyIt's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you?
14:55Elon MuskAndrew?
15:00AttorneyAnd is it fair to say that you don't recall any of your advisors that are copy on this letter, Alex Spiro, Andrew Rossman, or the attorneys from SCAD Interps relaying the invitation that Twitter had made for your data scientists to meet?
15:14Elon MuskCorrect. I don't recall.
15:16AttorneyKate also writes in the fourth paragraph, quote, as follow up, he offered to have a smaller group discussion with Elon to for him in Parag. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention.
15:37AttorneyAnd instead explaining activity versus MDAU will better frame the question. Close quote. Did you ever receive that message from any one of your team members?
15:46Elon MuskI don't recall.
15:49AttorneyDid you have any follow up group discussions with Ned or Parag?
15:57Elon MuskI don't think so.
15:58AttorneyHow did their methodologies differ from what Twitter was doing?
16:01Elon MuskI don't recall.
16:02AttorneyThe stock market went up about 27%.
16:05Elon MuskWow. In one day.
16:07AttorneyDoes that surprise you?
16:09Elon MuskIt went up 20%. Are you saying it went up 20% in one day?
16:15AttorneyYes. 27% after this filing was made.
16:19Elon MuskIn one day.
16:20AttorneyWould that surprise you?
16:21Elon MuskThat sounds high.
16:23AttorneyWould it surprise you that it went up at all after this filing?
16:27Elon MuskWell, the stock market. Stocks go up and down. But if you're saying actually you're saying went up 27% in one day. Is that correct?
16:38AttorneyWhen did you conduct the analysis?
16:43Elon MuskShortly after the acquisition.
16:47AttorneyDid you use outside data scientists to perform this calculation?
16:52Elon MuskNo, we just. We could do internal analysis.
16:55AttorneyAnd who at Twitter performed This analysis, I'd article. What was it? One person, 10 people? Was it a team?
17:04Elon MuskI think it was a team.
17:06AttorneyAnd you can't identify any of those people?
17:08Elon MuskNot offend.
17:12AttorneyWas this calculation documented somewhere?
17:15Elon MuskI don't recall.
17:19AttorneyDid you inform advertisers that fake accounts represented a higher percentage of the platform's account holders?
17:26Elon MuskI don't recall.
17:29AttorneyDid you inform your equity or debt investors that fake accounts represented a higher percentage of the platform's account holders?
17:37Elon MuskNot beyond my public statements.
17:43AttorneySo you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders?
17:59AttorneyCorrect. Other than your public statements?
18:03Elon MuskNot other than the public statements.
18:10AttorneyAfter you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate?
18:21Elon MuskI don't recall.
18:24AttorneyDo you have a public accountant at X?
18:31Elon MuskPricewaterhouse? I believe.
18:34AttorneyIs Price Waterhouse your accountant?
18:36Elon MuskI believe so.
18:37AttorneyDid you form pricewaterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate?
18:44Elon MuskNot beyond my public statements.
18:46AttorneyYet, after all that, you agreed eventually to dismiss your claims and to buy Twitter, correct?
18:51Elon MuskYes.
18:52AttorneyAnd you did that because you thought the judge in Delaware would order you to buy it?
18:57Elon MuskI was told that we would not receive a fair hearing from Kathleen McCormick. That she has. She had a strong bias against me. And her subsequent ruling regarding the Tesla shareholder vote showed that to be true.
19:17AttorneyAnd is that the reason you agreed to capitulate on the Twitter case?
19:22Elon MuskYes. I did not believe I would receive a fair hearing.
19:25AttorneyAny other reason?
19:26Elon MuskNo.
19:27AttorneyWhy? Do you think she's biased against you just because of her rulings?
19:30Elon MuskYes.
19:31AttorneyWere you able to obtain the debt financing even without the information that you claim Twitter had not provided you the
19:38Elon Muskdebt financing came through? Yes.
19:40AttorneyWere you able to obtain equity financing even without the information that you claim Twitter had not provided you?
19:46Elon MuskYes.
19:46AttorneyYou told Morgan Stanley that Twitter could be worth 200 to $300 billion under your ownership. Do you remember that?
19:55Elon MuskI may have said that.
19:56AttorneyDid you feel that at the time,
19:59Elon MuskI thought there was a lot of untapped potential.
20:01AttorneyDid you tell Morgan Stanley, during these initial stages, before you made an offer, that you believe Twitter's real user numbers were much lower than the numbers Twitter was disclosing?
20:16Elon MuskYeah, I thought Twitter was exaggerating the numbers.
20:18AttorneyHave you ever heard of the term monetizable daily active users?
20:22Elon MuskYes.
20:23AttorneyThat was the metric that Twitter was using?
20:25Elon MuskYes.
20:26AttorneyHad you, as of April 11, 2022, looked at its MDAU numbers.
20:35Elon MuskI'm not sure of the date.
20:36AttorneyDo you remember when the first time is that you focused on those numbers?
20:43Elon MuskI think it may have been when I met with Parag and Ned in San Jose. I think it was in San Francisco.
20:51AttorneyOh, in San Francisco on May 6th.
20:53Elon MuskI don't know the exact date.
20:55AttorneyBut it was after the deal closed or. Sorry, it was after the deal was signed?
21:01Elon MuskI believe so, yes.
21:03AttorneyYou wanted the right to take confirmatory business due diligence as part of this offer?
21:08Elon MuskYes.
21:09AttorneyAnd why did you want to do that?
21:15Elon MuskI mean, we just need to make sure that the public statements are accurate.
21:24AttorneyRight.
21:34AttorneyAnything more in particular?
21:36Elon MuskNo.
21:37AttorneyPrior to signing, did you or anyone acting on your behalf ever ask for the underlying data used to make that estimate?
21:47Elon MuskI don't think so.
21:49AttorneyPrior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process?
21:56Elon MuskNot that I can recall.
21:58AttorneyPrior to signing on April 25, 2022, had you asked a single question about the prevalence of fake accounts on Twitter's platform?
22:05Elon MuskI mean, I grazed many, many times with Jack, but. What was he doing about the fake and spam accounts that were plaguing the system?
22:19AttorneyOther than those conversations with Mr. Dorsey that you described before? Any other conversations?
22:26Elon MuskNot that I can recall.
22:33AttorneyDid anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to to estimate the percentage of fake accounts?
22:46Elon MuskNot that I can recall.
22:48AttorneyAnything prevents you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users?
22:58Elon MuskNot that I can recall.
23:00AttorneyThis meeting. Was anybody upset to the other side? Like, perceptively upset?
23:11Elon MuskI don't recall.
23:12AttorneySo at the meeting itself, did you express your displeasure to them?
23:20Elon MuskI probably did.
23:21AttorneyDo you remember one way or the other?
23:25Elon MuskI don't recall exactly what I said, but I wouldn't have been particularly pleased that they could not just justify that the how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company.
23:37AttorneyUnderstand that's how you felt internally, but did you express that to anyone at Twitter at the meeting?
23:42Elon MuskI think I did.
23:44AttorneyDo you remember specifically what you said?
23:46Elon MuskNo.
23:47AttorneyIs it fair to say that Ned and Prague's description of Twitter's methodology was not so concerning, that it caused you to request to meet with Twitter's management team or its engineers or its sampling team members to better understand the basis for the Calculations?
24:05Elon MuskI don't recall.
24:06AttorneyYou never did that on May 6, and you never did that after May 6, right?
24:10Elon MuskI don't recall.
24:11AttorneyThe calculation that you're referring to in this tweet, were you referring to Twitter's calculation of fake accounts underlying its SEC filings? Right.
24:19Elon MuskYes.
24:21AttorneyAnd the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right?
24:29Elon MuskYes.
24:30AttorneyAnd when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close, Right.
24:40Elon MuskJust that there's a temporary delay.
24:44AttorneyDelay on the deal closing?
24:46Elon MuskYeah.
24:48AttorneyA temporary delay until you receive this information?
24:50Elon MuskYes.
24:51AttorneyDid you instruct any of your advisors to suspend the purchase?
24:56Elon MuskNo.
24:57AttorneyDid you tell your attorneys to stop working on the deal?
25:00Elon MuskNo.
25:00AttorneyDid you tell your bankers to stop working on the deal?
25:04Elon MuskNo. This is. We're literally just waiting for the documents.
25:07AttorneyHad you received at this point in time, May 15, any analysis from Twitter that there was more than 5%?
25:18Elon MuskI don't think so.
25:20AttorneyWhen you said might be over 90%, why did you use that number?
25:25Elon MuskI'm simply saying that I had no basis at this point for a rational number calculation. So it was not impossible that it could be some very high number.
25:40AttorneyAnd just so I'm following. So the first question is how you identify those hundred, and then of those hundred, how do you determine whether real or fake?
25:47Elon MuskYes.
25:48AttorneyAnd you're saying Twitter didn't give you that answer?
25:51Elon MuskI never got an answer for how they picked the hundred, and I never got an answer for how they determined of the hundred, which one's real. Does that sound like a method to you?
26:04Elon MuskDoesn't sound like a method to me.
26:07AttorneyAnd your advisor?
26:08Elon MuskSounds like bullshit.
26:10AttorneyDid anyone ever tell you that Quinn Emanuel had received backup data on Twitter's sampling process on July 1, 2022?
26:17Elon MuskI don't recall.
26:18AttorneyWould that have been something that you would have wanted to know before you terminated the deal a week later?
26:25Elon MuskProbably.
26:26AttorneyDid you find it useful for your data scientist to meet with Twitter's data scientists?
26:33Elon MuskThat would make sense.
26:35AttorneyDo you know if that was done?
26:36Elon MuskI don't know.
26:37AttorneyDid anyone advise you that Twitter had made that invitation?
26:41Elon MuskI don't think so.
26:52AttorneyIt's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you?
27:01Elon MuskI never recall.
27:06AttorneyAnd is it fair to say that you don't recall any of your advisors that are copy on this letter? Alex Spiro, Andrew Rossman, or the attorneys from Skadden Arps Relaying the invitation that Twitter had made for your data scientists to meet,
27:20Elon MuskCorrect? I don't recall.
27:22AttorneyCade also writes in the fourth paragraph, quote, as follow up, he offered to have a smaller group discussion with Elon to for him in Prague. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention.
27:43AttorneyAnd instead explaining activity versus MDAU will better frame the question. Close quote. Did you ever receive that message from any one of your team members?
27:52Elon MuskI don't recall.
27:55AttorneyDid you have any follow up group discussions with Ned or Paragraph?
28:03Elon MuskI don't think so.
28:03AttorneyHow did their methodologies differ from what Twitter was doing?
28:07Elon MuskI don't recall.
28:08AttorneyThe stock market went up about 27%.
28:10Elon MuskWow. In one day?
28:12AttorneyDoes that surprise you?
28:15Elon MuskIt went up 20%. Are you saying it went up 20% in one day?
28:21AttorneyYes, 27%. After this filing was made.
28:25Elon MuskIn one day.
28:26AttorneyWould that surprise you?
28:27Elon MuskThat sounds high.
28:29AttorneyWould it surprise you that it went up at all after this filing?
28:32Elon MuskWell, the stock market. Stocks go up and down. But you're saying it went up actually, you're saying it went up 27% in one day. Is that correct?
28:44AttorneyWhen did you conduct the analysis?
28:49Elon MuskShortly after the acquisition.
28:53AttorneyDid you use outside data scientists to perform this calculation?
28:58Elon MuskNo, we just. We could do internal analysis.
29:00AttorneyAnd who at Twitter performed this analysis?
29:04Elon MuskI don't recall.
29:06AttorneyWhat was it? One person, 10 people? Was it a team?
29:10Elon MuskI think it was a team.
29:11AttorneyAnd you can't identify any of those people?
29:14Elon MuskNot a fan.
29:18AttorneyWas this calculation documented somewhere?
29:21Elon MuskI don't recall.
29:25AttorneyDid you inform advertisers that fake accounts represented a higher percentage of the platform's account holders?
29:32Elon MuskI don't recall.
29:35AttorneyDid you inform your equity or debt investors that fake accounts represented a higher percentage of the platform's account holders?
29:43Elon MuskNot beyond my public statements.
29:49AttorneySo you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders?
30:05AttorneyCorrect. Other than your public statements?
30:09Elon MuskNot other than the public statements.
30:15AttorneyAfter you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate?
30:27Elon MuskI don't recall.
30:30AttorneyDo you have a public accountant at X?
30:37Elon MuskPricewaterhouse, I believe.
30:40AttorneyIs Pricewaterhouse your accountant?
30:42Elon MuskI believe so.
30:43AttorneyDid you form pricewaterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate?
30:50Elon MuskNot beyond my public statements.
30:52AttorneyYet after all that, you agreed eventually to dismiss Your claims and to buy Twitter, correct?
30:57Elon MuskYes.
30:57AttorneyAnd you did that because you thought the judge in Delaware would order you to buy it?
31:03Elon MuskI was told that we would not receive a fair hearing from Kathleen McCormick. That she has. She had a strong bias against me. And her subsequent ruling regarding the Tesla shareholder vote showed that to be true.
31:23AttorneyAnd is that the reason you agreed to capitulate on the Twitter case?
31:28Elon MuskYes. I did not believe I would receive a fair hearing.
31:31AttorneyAny other reason?
31:32Elon MuskNo.
31:33AttorneyWhy do you think she's biased against you just because of her rulings?
31:36Elon MuskYes.
31:36AttorneyWere you able to obtain the debt financing even without the information that you claim Twitter had not provided you?
31:43Elon MuskThe debt financing came through? Yes.
31:46AttorneyWere you able to obtain equity financing even without the information that you claim Twitter had not provided you?
31:52Elon MuskYes.
31:52AttorneyYou told Morgan Stanley that Twitter could be worth 200 to $300 billion under your ownership. Do you remember that?
32:01Elon MuskI may have said that.
32:02AttorneyDid you feel that at the time?
32:04Elon MuskI thought there was a lot of untapped potential.
32:07AttorneyDid you tell Morgan Stanley, during these initial stages, before you made an offer, that you believed Twitter's real user numbers were much lower than the numbers Twitter was disclosing?
32:21Elon MuskYeah, I thought Twitter was exaggerating the numbers.
32:24AttorneyHave you ever heard of the term monetizable daily active users?
32:28Elon MuskYes.
32:28AttorneyThat was the metric that Twitter was using?
32:31Elon MuskYes.
32:32AttorneyHad you, as of April 11, 2022, looked at its MDAU numbers?
32:40Elon MuskI'm not sure of the date.
32:42AttorneyDo you remember when the first time is that you focused on those numbers?
32:48Elon MuskI think it may have been when I met with Parag and Ned in San Jose. I think it was in San Francisco.
32:57AttorneyOh, in San Francisco on May 6th.
32:59Elon MuskI don't know the exact date, but
33:01Attorneyit was after the deal closed or. Sorry, it was after the deal was signed?
33:07Elon MuskI believe so, yes.
33:09AttorneyYou wanted the right to take confirmatory business due diligence as part of this offer?
33:14Elon MuskYes.
33:15AttorneyAnd why did you want to do that?
33:21Elon MuskAnd we just need to make sure that the public statements are accurate.
33:40AttorneyAnything more in particular?
33:42Elon MuskNo.
33:43AttorneyPrior to signing, did you or anyone acting on your behalf ever ask for the underlying data used to make that estimate?
33:53Elon MuskI don't think so.
33:54AttorneyPrior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process?
34:02Elon MuskNot that I can recall.
34:03AttorneyPrior to signing on April 25, 2022, you asked a single question about the prevalence of fake accounts on Twitter's platform.
34:11Elon MuskI mean, I grazed many, many times with Jack, but, you know, what was he doing about the fake and spam accounts that were plaguing the system.
34:24AttorneyOther than those conversations with Mr. Dorsey that you described before? Any other conversation?
34:31Elon MuskNot that I can recommend.
34:38AttorneyDid anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to estimate the percentage of fake accounts?
34:52Elon MuskNot that I can recall.
34:54AttorneyAnything prevents you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users?
35:04Elon MuskNot that I can recall.
35:06AttorneyAt this meeting, was anybody upset to the other side? Like, perceptively upset?
35:17Elon MuskI don't recall.
35:18AttorneySo at the meeting itself, did you express your displeasure to them?
35:25Elon MuskI probably did.
35:27AttorneyDo you remember one way or the other?
35:30Elon MuskI don't recall exactly what I said, but I wouldn't have been particularly pleased that they could not just justify that. The how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company.
35:43AttorneyI understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting?
35:48Elon MuskI think I did.
35:50AttorneyDo you remember specifically what you said?
35:52Elon MuskNo.
35:52AttorneyIs it fair to say that Ned and Prague's description of Twitter's methodology was not so concerning that it caused you to request to meet with Twitter's management team or its engineers or its sampling team members to better understand the basis for the calculations?
36:11Elon MuskI don't recall.
36:12AttorneyYou never did that on May 6, and you never did that after May 6, right?
36:16Elon MuskI don't recall.