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Culture War Roundup for the week of November 14, 2022

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Twitter dies for good in the next six months: 80% probability

By now you know that Elon gave staff a deadline of today (Thursday) to either commit to being "extremely hardcore" or leave (source). Unsurprisingly, most people - roughly 75%, according to some Internet rando - didn't take him up on this. Elon blinked and apparently people still have access.

That won't do much (WaPo):

“I know of six critical systems (like ‘serving tweets’ levels of critical) which no longer have any engineers,” a former employee said. "There is no longer even a skeleton crew manning the system. It will continue to coast until it runs into something, and then it will stop.”

But that's not even what I was going to write about, just what happened while I was composing the post. (Also let's put aside that he said "microservices are bloat" and then they killed the microservice serving SMS 2-factor login.)

To me, the biggest news is that he axed 80% of the 5500 contractors (source, Casey Newton, or someone with a premium account impersonating him I guess).

The contractors were responsible for things like moderation (source: what are they gonna do, use salaried employees?). If you don't have moderation for basic things like CSAM, you're boned. I know a thing or two about moderation, and if you let the Internet type into a text field, you get some dank shit. And crucially, you can't automate it away, because there's a human on the other side working to defeat whatever you're doing. I mean, the YouTube comment section probably has some of the most expensive automation on the planet working on it and the spam still gets worse every day, and I'm talking the obvious stuff like "HIT ME UP ON TELEGRAM <number>". The only thing that saves you is humans clicking buttons (and getting PTSD, but let's skip that for now). Google had 101k employees but 121k contractors as of March 2019, and that's what the contractors do, click buttons.

If you don't have moderation, you don't get the YouTube comments section, because they at least have contractors backed up by code (at the cost of many expensive engineer-years). You don't even get 4chan, because they at least have Those Who Do It For Free. You get some ungodly shithole most younger Internet users have never experienced. You're getting... the virtual equivalent of your local Greyhound terminal. Whatever happens to someone's chat room side project that gets posted to /b/. Sludge.

Twitter will have to either restrict posting to an unbearable degree or watch as the remaining users get tired of slurs in their replies and bounce.

Remember when Elon was just going to clean up the bots on Twitter?

(Reason for posting: I saw some takes elsewhere on this site that apparently Musk would lead Twitter to success or at least improve it or something, and disagreed.)

At the time of the original offer I remember there being lots of thinking that this is a brilliant masterplan on the part of Musk on /r/themotte (for the record I was skeptical). That we're into what very much looks like an implosion of Twitter's operations and people are still convinced this is some 1000 iq maneuvering makes me think Musk's cult of personality has a stronger grip around here than I figured. Previously I figured from experience that the typical "Musk-bro" was more a finance type.

Of course there remains an outside shot it gets all turned around, and that the problems with Twitter here are very minor and being blown out of proportion by people who are hostile to Musk and the takeover. But I think there's a good amount of fire behind this smoke.

The man waived his right to due diligence, then started publicly griping about stuff a prospective buy-side would review… during due diligence. Dog that caught the car, on this one.

and then fired the c-suite on the first day for cause

these sorts of things are common in acquisitions

this is all part of the dance, just like his bucking in the chancery court to get Twitter to make statements in response

I used to work M&A. No, waiving due diligence is the opposite of common. There are multiple SaaS providers that offer VDRs for due diligence because exceedingly rare is the transaction that exempts it.

Waiving due diligence then stating conditions within a target company pose enough of a concern you might not want to complete your transaction doesn’t work. The target can hammer you in court. Musk completed the purchase, predictably, just before the judge’s imposed deadline of heading to trial.

Twitter’s board had a responsibility to maximize shareholder value, not make blue checks happy after the sale. Musk was on the hook to (1) pay over the market share price to take Twitter private, or (2) pay Twitter a huge sum in penalties for not completing the deal. At that point, Musk had no leverage over Twitter’s board because either outcome was a win for shareholders.

Yeah, which firm?

I didn't write waiving due diligence is common, I wrote "these sorts of things," i.e., publicly whining, threatening to go to court, going to court, and all other such things because each of them can have a benefit/cost to either party.

edit: wow you made a bunch of edits after I responded

Yeah, which firm?

Ah, yes, I’ll just post my CV to this forum where anonymous accounts debate whether or not there are cabals of Jews that have disproportionate power in American society.

And yes, that sort of brinksmanship can have benefits. But given Musk signed away DD, assumed responsibility for mollifying any federal regulators and agreed to sizable penalties for backing out in his offer to purchase, I’m all ears as to what you think those were for Musk. Because in this case there was no incentive for concessions from Twitter’s board.

wow, you made a bunch of edits to your previous comment after I responded

Ah, yes, I’ll just post my CV

oh yes, saying you worked at CBRE is basically you posting your full name and home address to the internet

this is why I typically just roll my eyes when someone tries to capture some sort of authority with a claim about life experience which isn't immediately obvious from their comments; if you don't want to post a CV, don't attempt to use it to get some sort of air of authority

it's downright goofy someone who claims to have experience in M&A would write your comments because it has no recognition that public comments, legal threats, refusals, lawsuits, etc., are common in M&A, no demonstration of the terminology normally used in these agreements, and no discussions whatsoever in the costs or benefits of any of these tactics

all of these tactics can and are part of the dance and each of them has costs and benefits to accomplish some purpose, even as simple as stalling for time

instead you simply assume Musk is the dog who caught the bumper and "predictably" would close the deal which is why you bought Twitter stock at $36 knowing it would be bought for $55 a couple months later, right?

At that point, Musk had no leverage over Twitter’s board because either outcome was a win for shareholders.

Why start the story in the middle of the chancery case? Everyone seems to gloss over the timeline in favor of "current thing" hottakes.

Musk semi-secretly buys large stake in twitter over the period of a month. Twitter board freaks out and tells him no way and then engages in a bunch of anti-shareholder behavior in order to stave off Musk. Musk then makes a proposal. Twitter refuses the offer. Corporate lawyers start scrambling to put together a shareholder lawsuit. Twitter agrees to proposal. Musk claims he doesn't want to buy the company anymore due to fraud. Twitter sues him in Chancery Court to force the deal. Musk completes the deal.

We went from Twitter willing to fuck over shareholders to stop takeover to Twitter suing Musk to force him to take the company over and then Musk buying the company he made a no due diligence buyout agreement with and your hot take is he's just been bumbling along? Huh, okay.

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