158 Comments
May 10, 2022·edited May 10, 2022Pinned

Elon Must needs a liability discount for yours and other "bird suits" because he's going to get stuck with the bill. Hopefully he lets them play out without settlement. We need precedent.

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Musk is not responsible for this. It’s pathetic that we’re even talking about it. Disgusting twitter.

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Unless there is an agreement, he is responsible for all liabilities as well as owner of all assets.

He IS responsible for the company he owns.

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Need a Lawyer? Let Us Help You ➤

How to Avoid Successor Liability When Buying a Business

It’s a nasty surprise to discover, after you’ve paid the purchase price for the business, that you must pay the seller’s debts and liabilities from before the closing.

Rule of Thumb: Buyer Assumes Liabilities in a Stock Deal, not an Asset Deal

The structure of the purchase initially determines whether the buyer will assume the liabilities of the seller. As a rule of thumb, the buyer assumes liabilities in a stock deal, but not an asset deal.

** In a stock deal, you buy the stock of the target corporation. The corporation does not change, other than getting you as the new owner. The corporation and all its assets and liabilities remain in place. This means the corporation keeps all liabilities that it had before you purchased it. In sum, you become the shareholder of the target corporation, which keeps its assets and liabilities in place.

** In an asset deal, your shell corporation buys the assets of the target company, and your shell only assume the liabilities and debts that you want. The buyer can pick and choose among the assets and liabilities of the seller. Hence you do not buy the target corporation; instead your shell corporation buys its assets, but leaves unwanted liabilities behind in the target company. After the deal, the seller still owns the target corporation, which keeps its debts and liabilities.

Most deals are structured as asset purchases to avoid the automatic assumption of unwanted debt. You only do a stock deal if you need the target company itself. For example, the target company might have contracts that you can’t get assigned over to your shell corporation, or you need its tax ID number.

When Buyers Automatically Assume Liability in an Asset Purchase

The general rule is that, in an asset purchase, the buyer doesn’t automatically assume the liabilities of the purchased business. Here are some exceptions to the rule, where the buyer assumes, by operation of law, certain liabilities of the seller.

Doctrine of Successor Liability. The buyer will assume liabilities if the sale was “unfair” to the creditors of the purchased business. The doctrine of successor liability protects creditors in the following scenario: the buyer takes all assets out of the business, but pays an unreasonably small price for the assets. This leaves the creditors with no assets in the business on which to foreclose. In successor liability, you also frequently see the buyer continuing the business without substantial change in its directors, employees, name and location. No one on the outside would even know there was a sale. Add up all of these factors, and it looks like a fraud on the creditors.

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So, are you saying it was not a stock buy out?

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Elon Musk does NOT own Twitter. The deal will take months to finalize, it's not a done deal.

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I never said he did. I pointed out that the deal won't be finalized immediately at the top of the page the first day the deal was announced, when people were expecting an immediate change.

That has nothing to do with what I was posting about, that it isn't unfair for Musk to assume the liabilities of the company.

Alex's Lawsuit won't be resolved overnight either.

By the time it is, Musk will almost certainly be the owner.

There's a detailed explanation on this thread of asset vs stock purchases for anyone deeply interested. It was a bit long winded for me, I had just said unless there is some other agreement, not being a lawyer and not wanting to take up the whole page.

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musk is responsible NOW.

he should allow open, free debate and discussions on covid 19 policies of dr. fauci and dr. collins.

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He's not responsible. He doesn't OWN the company yet and won't until the end of the year according to news sources.

Is Elon Musk's Twitter Buyout a Done Deal?

https://www.fool.com/investing/2022/04/28/is-elon-musks-twitter-buyout-a-done-deal/

Key Points

-Some people, including media outlets and social media influencers with massive audiences, appear to think that Musk already owns Twitter.

-The deal actually stands a long way away from final approval.

-The stock is trading below the all-cash offer for good reason.

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The thread is about whether or not it is fair for Musk to pay Alex's settlement.

I guess if you were not on the thread the day this was announced , you missed me pointing out to those expecting immediate change that

It would be months before the deal was finalized.

I really thought everyone knew that by now.

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I always thought that if you are a director on the board at the time of liability you could have liability.

Accountability and transparency. Free speech and the Immediate halt to the failed experimental gene therapy mRNA out of date (for the Wuhan strain), non sterilising, lipid nanoparticle, ADE eventuating etc, etc gene therapy mRNA “vaccines”.

Front Line Critical Care and the availability of ivermectin. (Japan, Uttar Pradesh, Honduras, maybe a few more, have had good success with ivermectin etc), and let Scientists and Doctors be Scientists and Doctors. Save Our Constitution and Law or we have no Court to go to and find no justice or peace. The price of freedom is eternal vigilance. Lest we forget.

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Hey may have factored contingent or prospective liabilities into his bid price. And maybe there's insurance for unknown liabilities of a company whose stock you acquire.

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It is factored into the offer price because one is purchasing the outstanding stock. There is no haircut provision on that other than the ability to withdraw an offer as a result of something found during due diligence. There can be break-up fees for cause against either side though.

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In practical theory, yes, that's how it's done when you buy stock rather than assets.

It's unknown whether *he* did that for *this* purchase. He may have calculated that the risk of those unknown liabilities is less than the reward of taking the Twit private.

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It will depend on the details in the sale contract, but so far he hasn't be bargain hunting with this deal. Even if he pays out more at the start, I think he's right Twitter has potential to earn far greater profits. This is a long term investment and Musk understands those very well. #faithinElon

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I’ve got so much respect for you and how you aren’t backing down. What happened is so wrong. And they need to be held accountable for it.

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Bravo! This news warms my heart! Praying for you, Alex.

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So many of us were kicked off of Twitter for TWC (tweeting while conservative) and don’t have the means for this fight. Consider this a collective THANK YOU.

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Class action maybe a safer idea

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Alex, God be with you. I hope you bring SOME accountability to twitter.

I've heard that it's better for litigants in the UK, there are more laws or they enforce them better.

Anyway, I hope you get a lot of money, the world was damaged when they managed to shut you down with your unreported facts on covid 19.

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Erm... I’ll say this only once. Ireland isn’t the UK.

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Richard didn't say that Ireland was in the UK. He just said that the libel laws are better for litigants in the UK (than the USA). Which is generally true but not quite right. They are better for litigants in England. Scottish libel laws are similar to English but not as good for the litigant.

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Touche!

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Let us see them deny what you said in view of what has transpired since in terms of transmission , infection & injuries.

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I proclaim Alex Berenson an American hero. He is taking on all aspects of Ingsoc: Big Brother Biden, Corrupt Public Health, State run media, and State run corporations. People..he is fighting for our future!!

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Let's go Brandon!

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But you can get on Twitter and say being morbidly obese is perfectly healthy and not face a ban. Gee I wonder why? Could it be because only a liberal goofball would say such bullshit

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Obesity is a symptom. 80% of obese people are metabolically ill and at risk of bad Covid outcomes, T2 diabetes, heart disease... However, 40% of non-obese Americans are also metabolically ill and at risk of bad Covid outcomes, T2 diabetes, heart disease...

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We’ll all have to have stomach bypass, to prevent starvation.

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Or just eat real food

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wish Alex all the best against the original "lil blue bird"...hope you become a very "rich man"...Aloha

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As an Irish person I salute you...the propaganda was every bit as suffocating here! They all need to be put back in their boxes.

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Go get ‘em!

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Good luck, Alex

Ireland went woke years ago.

Seriously, good luck

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getting there yes, but not as bad here as US

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Our Lady of Knock

Pray for us

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I'm kinda looking forward to see if it gets coverage in Irish media at all...

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Only if it benefits the swamp

These monsters play with knives

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I had the very same thought...!

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Yea I agree. It’s woke here for sure.

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I hope you do well on this. But you still support abortion as a legal right. You could end up in hell. Killing innocent people is one of 4 sins crying out to heaven for vengeance.

Also, most people are worldlings.

They can't understand why we are facing Pfizer chastisement. Here's why:

We've butchered 63 million babies here in USA alone. We DESERVE IT. as does Canada, New Zealand, France, ....

There should be 2 more Nuremberg trials.

One for DEATHVAX cult, and another for abortionists andothers who supported, aided yhem.. politicians, public advocates.

That would include you.

God won't be mocked.

I don't think countries are getting past this without spiritual cleanup.

Repent, forcibly. Now.

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John Raymond - as strange as that will seem to the unsaved, it is absolutely true. Well said - and amen!

2 Chronicles 7:14 holds a significant key.

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Randy, and I like Andy. I want all in Heaven

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Didn't Musk just say today, that it was morally wrong to ban Trump? Same goes for Alex Berenson.

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Absolutely fantastic you are holding them accountable as they run rough shot over the truth. Your tweet is something I had said multiple times outloud amongst my friends as my own realization occurred on these being just a therapeutic you could choose and not such a great one at that! (well I was hesitant from the get go but felt very stressed over the mandates coming at us full speed ahead so was observing all my poked friends and family still getting sick and passing it...) . Good luck and godspeed....we can not allow them or anyone to ignore flat out real life truth or rather real life observations!!!

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Yes, the craziness of people denying observable events happening to themselves and their friends while completely believing unsubstantiated myths propagated by pharma companies and governments is one of the most shocking things I've ever seen.

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I grew up among these types of people, so it doesn't surprise me. It does sicken me though. I hate them.

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Keep at 'em.

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And seriously, it was one of your absolute best tweets. The ridiculous response to the pandemic in a nutshell.

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Punch back twice as hard. And don't let Elon settle with you for reinstatement and a free round trip to the space station.

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Why not file suit against the Daily Mail for covering the story (thus perpetuating the defamation), as well?

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May 11, 2022·edited May 11, 2022

Ireland is the the new totalitarian country

The Irish after fighting for freedom and independence for hundreds of years gave up its sovereignty and Constitution it is now a paper mache puppet run by the European Union.

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sad

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Hey Alex. Maybe you should change your name to O'Berenson.

It couldn't hurt.

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Yes it would hurt. A lot! And so would saying Saint Patty’s day.

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O'Really?

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This is not about Elon Musk or his liabilities for suits! This is about censorship and these CIA fronts need to be taken to task if we are ever going to get any semblance of a Democratic Republic nearly back. I say nearly because we have never had one as yet and if these Corporations have their way, we never will.

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You Go Alex! Our constitutional liberties are hanging on the hook with your lawsuits. Much thanks for pursuing this.

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this is exciting! Go. Get. Them.

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Alex, good luck but not feeling like I’m getting my monies worth. Please focus on reporting

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No matter what Alex writes about, I'm always eager to read what he's written, and I always feel that his posts are worth my time and attention. I don't always agree with everything he writes, but that's irrelevant. I truly believe Alex Berenson is a national treasure, and that he deserves our unconditional support because of the supremely important battles he is fighting on behalf of all of us.

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This substack is a grift.

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It's totally voluntary. Some grift.

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I take it defamation is easier to prove in Ireland than it is in the US, but is the fact that Twitter’s reach extends to Ireland (as to many other countries) sufficient to provide jurisdiction/venue in Ireland when you have no other apparent nexus to Ireland (or do you?)?

Good luck! 🍀

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This is AWESOME!!! May freedom & truth win out... finally.

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Hey Alex - I've always respected the fact that you speak bluntly and admit errors/mistakes. Something refreshing in the journo world we all live in now.

My understanding is that one very narrow aspect of your lawsuit survived in the US. Is this true? Did the rest get tossed?

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It got tossed but not for lack of evidence. The part that got tossed was simply way too culpatory (incriminating) to the Feds / the Biden administration / the powers that control the United States government/ to be allowed to be presented in court. If you read Alex's legal Complaint, you probably know what I'm referring to.

I hope that sometime in the not-too-distant future, Alex will write a book about all the many details about his lawsuit which he's not free to present to the public at this time. I'd love to read that book!

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Alex, for your public service since the beginning of this WuFlu CCP act of war started, I hope you win the lotto with compensatory and punitive damages on all suits. Your an adult “Covington” kid defamed and abused by the masters of misinformation at Twit and the enablers of same by the likes of Iranian mullahs, the black racist murderer in the NY subway, and Jenn Psaki. Don’t worry though I’m sure the new ministry of truth dear leader at the DOJ will defend your 1A rights to the death here at home. My how far we’ve slipped but real Americans have woken and the tides turning. Alex, though your not a conservative you speak to us bc we want the truth, good or bad. Keep it coming and all the best.

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Very grateful Alex, Bari, Nellie, and Greenwald flew away from the NYT! Real news. Finally.

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Yessssss Alex! Take it international, this is NOT a US centric issue. Get that little bird, wherever you can, on this earth!

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About time! I have been wondering when someone would sue for defamation. That little disinformation notice is a slander against one's reputation. By its very design it is to say you are untrustworthy and spreading lies.

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opps Slander is spoken libel is written. So libelous

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Irish you the best of luck, Alex!

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The only thing that stops the despots in our society is to harm their money flow. When they start paying legal fees after getting sued, sued, sued, you will see them change.

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I haven't seen Alex's lawsuit against Twitter reported on by any news media outlet. His is the only one I'm aware of that hasn't been dismissed.

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The Lil Bird laid a bad egg , and it's going to have egg all over it's face when you win! All the power to you! I think they are horrible! I got off a long time ago, and still have a bad taste , I hope Elon can change this platform, ugh it makes me want to hurl lol

funny thing is you have been spot on all along, ..................... I knew you were.

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Alex, what you said, was completely true from the very beginning - in the original research proposals, they said - NOT that they would prevent transmission, but that they would reduce the number of symptoms, that's all. It definitely was never intended to prevent the spread of the virus - right from the statements of the manufacturers. It doesn't stop transmission. It doesn't prevent infection.

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Well done.. very well done 👍🏻 😊

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You go Alex. Teach them an expensive lesson. After you cover all your legal expenses and lost wages, you should donate the extra money to the Trump reelection campaign. That would rub them raw.

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May 10, 2022·edited May 10, 2022

Clearly, Twitter regards your speech as violence.

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Are you taking donations?

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Don't worry Alex, there is a force of nature called Elon Musk that is about to unleash hurricane force winds of Twitter that will smash all the dim witted liberals to bits. Can't wait to see it!!

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dr fauci and dr collins are the real forces beyond both liberals and conservatives puppets.

they all trust science. whatever that means, and that is their mistake.

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"There are no mulligans on this. You are going to have to defend what you said about me to the world - if you still believe it, if you think it’s defensible. And with any luck a jury will get to weigh in."

------------------------------------------------

Attention High Leprechauns of the Tribunal,

I formally charge Twitter with the egregious charge of Shenanigans & declare that there can be no Mulligans either beforehand or hereafter.

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Just remember to bring your lucky charms....,

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Finally someone got a clue that UK libel laws are more favorable to victims than US. You GO, AB!

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Wishing you all the best with this one too. They must be held to account.

Why Ireland though?

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Good luck.. hope you defeat them.. the harm they caused to many peoples reputation .. unforgivable .. go get em 🙂

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Now this is actually an interesting development and idea e.g. suing Big Tech and the Media (Hey Murdoch owned owned Daily Mail???) etc in other jurisdictions where they may have entities and where defamation laws favor the defamed...

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The U.S. Legal system is SO broken! It seems very US TV programme shows plea bargaining and legal tricks - true justice is nowhere to be seen. Already in UK we have been enduring Depp v Heard for weeks on our daily news as it plays out in our top court.

Now Berrenson v Twitter in Ireland. Meanwhile we have a huge backlog of homegrown cases waiting for justice.

Time to look at reform at home? But I do wish you well - and success.

Also Elon's potential liability issue reminds me of Monsanto and Roundup/Glyphosate. Got sold to German company Bayer - just in time before thousands of legal challenges in U.S. for poisoning and death. Has already cost Bayer $$ billions in payments and share value - and they aren't happy about it!

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I’m cheering you on Alex! What you are doing here is so much bigger than maybe you even realize! Integrity from all the falsities and misleading agenda from the past two years (and even before that) must be exposed!!!!! You standing for the truth is of immense importance!

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