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Elon Musk: Officially a fraud and piece of shit. Official or unofficial war criminal?


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10 minutes ago, Buzzrock said:

 


That used to be true. I think it has changed.

 

It's become a tight rope for sure. You want to be vaguely "outspoken" about things that are popular while also not being too alienating because as MJ famously said, "Republicans buy shoes, too".

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On 7/14/2022 at 9:04 AM, Captainant said:

With Tesla's they've got a broad range of quality that rolls off the line. Some cars are peaches, some cars are lemons in terms of fit and finish. 

Also haven't seen it mentioned much, but Tesla has had a massive number of recalls it's had to issue for safety and roadworthiness issues. They're still deep in integration hell learning how to build a car. Tesla may have some of the coolest and newest tech, but your car should be a nice car above being a tech demo

I read an interesting stat today about EV's and them being at a tipping point, which means if it's true, then the market will be flooded with MVP-tech-demo level vehicles. I personally think Tesla's are fine cars, just as reliable and quality as anything any legacy manufacturer puts out, so it's not a problem:

Quote

 

EVs accounted for 5.6% of the total auto market in Q2, according to a new report from Cox Automotive. While that share is still pretty small, it carries major implications.

Why? Because 5% is the tipping point after which EVs skyrocket from niche → mainstream, according to a Bloomberg analysis of 19 countries. It happened in Norway in 2013, in China in 2018, and in South Korea in 2021.

 

Also, Pilot Flying J announced a partnership with GM yesterday to add EV charging that would increase the number of fast chargers available in the US by 20% while Biden is dolling out $7.5 billion to states to build out EV charging infrastruture.

The EV future is here more or less, IMO.

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16 hours ago, tx 3 putt said:

i used to work with a guy from Louisiana that did it. the step daughter turned 18, he kicked out the wife and bought the new gf / old step daughter a brand new camero. love at first sight 

if you told me this story and left out what car it was, a camero probably would have been my first choice.

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On 7/13/2022 at 8:08 PM, pronghorn said:

not a lawyer but ran M&A/investments for a few companies.

  • bookman is an idiot about Twitter/Elon leverage
  • fair amount of case law for these situations but rare occurrence for a deal to fall apart like this
  • Elon is likely hosed in some way with range of possibilities from i) forced to complete the deal ii) pay break-up fee iii) negotiated resolution or iv) break-up fee plus damages
  • likely won't take years and only a few months as DE courts don't fuck around
  • this would be a fun case to be involved in as long as you don't work for Elon
  • who really fucking knows what will happen as Elon is a wild card
  • even though twitter mgmt did not want to do the deal, twitter HAD to move forward with the deal as investor lawsuits would have been so damaging to the company that is already so horribly run

Are you over 65 or something? If not, you may want to visit a neuropsychologist.

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3 hours ago, Vegas64 said:

I read an interesting stat today about EV's and them being at a tipping point, which means if it's true, then the market will be flooded with MVP-tech-demo level vehicles. I personally think Tesla's are fine cars, just as reliable and quality as anything any legacy manufacturer puts out, so it's not a problem:

Also, Pilot Flying J announced a partnership with GM yesterday to add EV charging that would increase the number of fast chargers available in the US by 20% while Biden is dolling out $7.5 billion to states to build out EV charging infrastruture.

The EV future is here more or less, IMO.

https://newsroom.aaa.com/2022/07/americans-reveal-fresh-thoughts-on-electric-vehicles/

AAA’s latest consumer survey reveals that one-quarter of Americans say they would be likely to buy an electric vehicle (powered exclusively by electricity, i.e., not a hybrid) for their next auto purchase, with Millennials leading the way (30%)

The survey was conducted on February 18-20, 2022, using a probability-based panel designed to represent the U.S. household population overall. The panel provides sample coverage of approximately 97% of the U.S. household population. Most surveys were completed online; consumers without Internet access were surveyed over the phone. A total of 1,051 interviews were completed among U.S. adults, 18 years of age or older

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Also, Pilot Flying J announced a partnership with GM yesterday to add EV charging that would increase the number of fast chargers available in the US by 20% while Biden is dolling out $7.5 billion to states to build out EV charging infrastruture.
The EV future is here more or less, IMO.

If I own gas stations I’d definitely look at providing charging stations sooner than later. Profit margin on electricity is probably better than gas and definitely less headache.
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11 minutes ago, CooterBrown said:


If I own gas stations I’d definitely look at providing charging stations sooner than later. Profit margin on electricity is probably better than gas and definitely less headache.

Operating and insurance costs for electrics are definitely cheaper than for a thousand gallons of explosive liquid underground on every other street corner lol

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5 minutes ago, Nice Guy Eddie said:

If I was Elon or his lawyers, the last thing I want is Elon in a deposition or have communications discovery. I doubt Twitter really want the same from their side either but they have 10s of billions to gain.

What kind of "communications discovery" would happen

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https://www.reuters.com/legal/transactional/judge-twitter-v-musk-made-rare-ruling-ordering-deal-close-2022-07-15/

 

Quote

July 15 (Reuters) - The judge overseeing Twitter Inc's (TWTR.N) $44 billion lawsuit against Elon Musk has a no-nonsense reputation as well as the distinction of being one of the few jurists who has ever ordered a reluctant buyer to close a U.S. corporate merger.

Kathaleen McCormick took over the role of chancellor or chief judge of the Court of Chancery last year, the first woman in that role. On Wednesday, she was assigned the Twitter lawsuit which seeks to force Musk to complete his deal for the social media platform, which promises to be one of the biggest legal showdowns in years.

 

"She already has a track record of not putting up with some of the worst behavior that we see in these areas when people want to get out of deals," said Adam Badawi, a law professor who specializes in corporate governance at the University of California Berkeley. "She is a serious, no-nonsense judge."

 

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1 hour ago, CooterBrown said:


If I own gas stations I’d definitely look at providing charging stations sooner than later. Profit margin on electricity is probably better than gas and definitely less headache.

 

1 hour ago, Captainant said:

Operating and insurance costs for electrics are definitely cheaper than for a thousand gallons of explosive liquid underground on every other street corner lol

If you guys pay attention to venture capital data-- the biggest deals in start-ups recently are all in a) battery tech and b) EV tech (charging, etc.)

Most recent example from last week:

 

NORTHVOLT

VW and Goldman-backed battery maker Northvolt gets $1.1B funding injection

CNBC, July 6, 2022

Northvolt's announcement comes at a time when European economies are laying out plans to move away from vehicles that use diesel gasoline. Northvolt announced the funding boost, with a range of investors taking part in the capital raise.

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3 hours ago, Orale said:
7 hours ago, Fudge Nuggets said:
giphy.gif

What's the thing here?

There is a difference between diesel engines and gasoline engines.  One uses compression to achieve ignition and the other doesn't.

Go buy a diesel engine car and take it to your local repair shop and ask them to replace the spark plugs.  Then hang your head in shame when you get laughed at.

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On 7/15/2022 at 9:29 AM, Buzzrock said:

I find it funny that the company that didn’t want to be acquired by Elon is now suing to force the purchase.

Their BOD was forced to accept the acquisition offer because he offered a premium above the price it was trading for at the time of the offer, plus he waived due diligence and obligated himself to specific performance. Now the BOD is forced to pursue closing the deal because so much $$ was riding on the deal.

But contracts are made to be broken and we'll see what the remedy will be.

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On 7/11/2022 at 3:58 AM, 52-80 said:

What's perverse, instead of natural and obvious, about the primacy of the people who literally own the company? 

Who do you define as 'Twitter', that their will and those of the 'shareholders' are contrary? 

Elon upholding Elon's Law: the most entertaining outcome is the most likely.

Where does the equity go from here?  If the least conspiratorial/Rube Goldberg explanation is Elon genuinely wanted to buy Twitter, but got cold feet when the market dropped (my opinion), and with a still-depressed macro environment ahead (also my opinion), the most amenable solution is probably a discounted purchase.

So... long straddle?  Long vega until the news reaches fever pitch?

Twitter held up well against the indices so far.  Its competitors with asymptotic user base and advertising rev are looking nasty.

image.png.57afaa240beba4ffda89eb063012d534.png

It's perverse because owners of a property might should consider something other than short-term value.  But they all become absolute slaves to it.

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14 minutes ago, TwiceHorn said:

It's perverse because owners of a property might should consider something other than short-term value. But they all become absolute slaves to it.

Bro do you even shareholder value? That is the SINGLE highest priority in US capitalism. Customers don't matter, employees don't matter, only share price matters. 

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8 hours ago, TwiceHorn said:

It's perverse because owners of a property might should consider something other than short-term value.  But they all become absolute slaves to it.

The implicit reason the board was compelled to approve the buyout is they had no better demonstrable long-term vision. 
 

Would your sentiment be any different if the company wasn’t publicly listed? Or if it was under single ownership?

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12 hours ago, 52-80 said:

The implicit reason the board was compelled to approve the buyout is they had no better demonstrable long-term vision. 
 

Would your sentiment be any different if the company wasn’t publicly listed? Or if it was under single ownership?

Exactly. They actually probably would have been sued by shareholders if they didn’t accept the Musk deal based on the value because the current leadership has shown no path to getting the valuation up to the premium it was offered by Musk. In fact, it’s the main reason the board of directors exists for that sort of fiduciary management and duty.

Shareholder value is priority one and that’s not necessarily a bad thing with balance.

Edited by Vegas64
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13 hours ago, 52-80 said:

The implicit reason the board was compelled to approve the buyout is they had no better demonstrable long-term vision. 
 

Would your sentiment be any different if the company wasn’t publicly listed? Or if it was under single ownership?

I am speaking more in a general case that Twitter/Musk somewhat exemplifies.  Twitter may not be the best example because its actual value and prospects are highly speculative in any event, unlike some more traditional businesses.

But your bringing up private ownership does put a point on it.  A private owner may consider many things, some possibly irrational, before selling out for "top dollar:"  employee welfare, company "vision," the fact that the buyer is a piece of shit, public welfare, etc.

But "the market" cares about one singular thing:  top dollar right now.  

The BOD's fiduciary duty to the shareholders does not actually require that they capitulate to above-market tenders.  Fiduciary duty and the business judgment rule permits consideration of some of the things a private owner might consider and weight equally with price.

But fuck all that, fiduciary duty means mo money now.

Edited by TwiceHorn
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8 hours ago, TwiceHorn said:

But "the market" cares about one singular thing:  top dollar right now.  

The BOD's fiduciary duty to the shareholders does not actually require that they capitulate to above-market tenders.  Fiduciary duty and the business judgment rule permits consideration of some of the things a private owner might consider and weight equally with price.

But fuck all that, fiduciary duty means mo money now.

Blaming the short-term focus of the public market misses the mark.  While they have a tendency to bias short-term performance:

* taking a company private is exactly the antidote to that, to alleviate public valuation pressure

* that decision is entirely the prerogative of the shareholders

 

The red herring makes for great anti-capitalism fodder though (evillll!!!!).  If you're not a customer, an employee, or a (partial) owner.. you have no entitlement to their decision and should probably kick cans

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5 hours ago, 52-80 said:

Blaming the short-term focus of the public market misses the mark.  While they have a tendency to bias short-term performance:

* taking a company private is exactly the antidote to that, to alleviate public valuation pressure

* that decision is entirely the prerogative of the shareholders

 

The red herring makes for great anti-capitalism fodder though (evillll!!!!).  If you're not a customer, an employee, or a (partial) owner.. you have no entitlement to their decision and should probably kick cans

Capitalism does a good job discrediting itself without outside assistance. @TwiceHorn is simply telling it like it is. It's practically guaranteed that a shareholder would sue you if you walk away from an offer as regardedly high as Elon's. Public, private, it don't make a shit.

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7 hours ago, 52-80 said:

Blaming the short-term focus of the public market misses the mark.  While they have a tendency to bias short-term performance:

* taking a company private is exactly the antidote to that, to alleviate public valuation pressure

* that decision is entirely the prerogative of the shareholders

 

The red herring makes for great anti-capitalism fodder though (evillll!!!!).  If you're not a customer, an employee, or a (partial) owner.. you have no entitlement to their decision and should probably kick cans

Man, the gotdamn stock market is not capitalism, per se.  When it stops functioning as a capital-raising mechanism and gets into some of the things cooked up by ibankers and aribtrageurs and others, it starts to represent the excesses of capitalism, though.

The fact that the market largely excludes consideration of customers, employees, and stakeholders (of whom shareholders are a de minimis interest), who should "kick cans" is one of the problems.  See my thread on Jack Welch.

Sure, there are theoretical justifications for just about all of it.  There's also a theoretical justification for trickle down theory.

Edited by TwiceHorn
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1 hour ago, chainsaw said:

Capitalism does a good job discrediting itself without outside assistance. @TwiceHorn is simply telling it like it is. It's practically guaranteed that a shareholder would sue you if you walk away from an offer as regardedly high as Elon's. Public, private, it don't make a shit.

Yeah, one element is shareholder plaintiff's lawyers are going to sue if you take one penny less than the highest offer.  I'm not sure the law really countenances that, but it will be a class action and will settle for little benefit to the actual shareholders.

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22 minutes ago, TwiceHorn said:

Man, the gotdamn stock market is not capitalism, per se.  When it stops functioning as a capital-raising mechanism and gets into some of the things cooked up by ibankers and aribtrageurs and others, it starts to represent the excesses of capitalism, though.

The fact that the market largely excludes consideration of customers, employees, and stakeholders (of whom shareholders are a de minimis interest), who should "kick cans" is one of the problems.  See my thread on Jack Welch.

Sure, there are theoretical justifications for just about all of it.  There's also a theoretical justification for trickle down theory.

I'm not so sure that the "market largely excludes consideration of customers, employees and stakeholders" as you suggest. At least it's not so cut-and-dried as that. These things are always baked into valuations and theses.

Anyways, to Elon Trial news:

Quote

On Tuesday, there will be a hearing on Twitter’s motion to expedite the case and have a trial in September, which Musk is opposing. (He wants a trial in February 2023.) That hearing will not decide the case or anything, but it will set the tone in important ways. If the judge, Delaware Chancellor Kathaleen McCormick, agrees with Musk that this should be a fact-intensive trial in which dozens of experts will have to testify about how to count bots, then she will probably delay the trial until 2023. That will be very good for Musk: the delay, but also the focus on bot-counting. If she agrees with Twitter that this should be a straightforward trial about what the merger agreement says and whether Musk has to do it, then she will probably set the trial for September, and that will be very good for Twitter. 

 

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21 minutes ago, Vegas64 said:

I'm not so sure that the "market largely excludes consideration of customers, employees and stakeholders" as you suggest. At least it's not so cut-and-dried as that. These things are always baked into valuations and theses.

Anyways, to Elon Trial news:

 

Quote

Judge McCormick has been here before. In a case over the private equity firm Kohlberg’s attempt to walk away from its acquisition of the cake decoration maker DecoPac during the height of the pandemic, she did not grant an expedited trial. But DecoPac was a private company, not subject to the whipsaw of daily trading, the pressures of public shareholders or the drama generated by Musk. And she did ultimately force Kohlberg to complete the deal.

 

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4 minutes ago, longhornmatt said:

As much as we all know he’s just coming up with bullshit to get out of the deal, I don’t think his arguments are so conclusively bad faith on their face that the court can essentially tell him he loses already and won’t have a real opportunity to make his case.  I’d still expect him to ultimately lose at trial, but I don’t see how this can feasibly be done in an expedited trial.

I think you've hit the nail on the head with what is being decided. I personally think Musk is being a weasel and would love to see Twitter's BoD nail him to the wall and force him to swallow this frog, but as I stated when this first happened, I can see Musk throwing weight around and obfuscating with a myriad of delay tactics and his deep pockets, in order to renegotiate a better deal, at worst. 

To the point of him having resources that are good at creating issues out of mid-air, let's see if this sticks (quoted below), but it's worth noting his high-powered lawyers are doing a good job with the best they can do to make this messier than it need be, it sounds like: 

Quote

On Friday, Musk’s lawyers filed a document in the Delaware Chancery Court opposing Twitter’s motion to have a quick trial in September on Musk’s efforts to get out of the deal. This document is forceful and well-done, but it exists in that alternate universe where Twitter promised that no more than 5% of its mDAUs are spam bots and Musk agreed to buy Twitter in reliance on that promise. “Twitter also represents that no more than 5% of these accounts in a given quarter consist of false or spam accounts,” say Musk’s lawyers, even though...Twitter does not say that at all anywhere. 

 

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14 minutes ago, Vegas64 said:

I think you've hit the nail on the head with what is being decided. I personally think Musk is being a weasel and would love to see Twitter's BoD nail him to the wall and force him to swallow this frog, but as I stated when this first happened, I can see Musk throwing weight around and obfuscating with a myriad of delay tactics and his deep pockets, in order to renegotiate a better deal, at worst. 

To the point of him having resources that are good at creating issues out of mid-air, let's see if this sticks (quoted below), but it's worth noting his high-powered lawyers are doing a good job with the best they can do to make this messier than it need be, it sounds like: 

 

And the text you bolded is the key to me.

If this is based on a "material misrepresentation," then you have to be able to point to....an actual misrepresentation.

From what I understand (confession - I sure as hell haven't gone through every page in this case, and never will), the "5% bots" point comes from Twitter's SEC disclosures, which both state the methodology used and are caveated out the ass, so pointing to that as a misrepresentation (if that's what Elon's team is doing) doesn't seem strong.  But it may be the best they have.

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The disputed 5% is more than the question on whether 5% of the users are bots or not. Apparently Twitter calls the base user base, "monetizable daily active users" and then Twitter says bots make up less than 5% of that number. Elon may be right that there are more bots than he thought but that doesn't mean that Twitter's statement or disclosures to the SEC were wrong or fraudulent. Twitter made up the indicator and set their own definitions.

If Twitter doesn't count many/some of the bots in the "monetizable daily active users" grouping, then Elon's point is, well pointless.

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59 minutes ago, Brisketexan said:

And the text you bolded is the key to me.

If this is based on a "material misrepresentation," then you have to be able to point to....an actual misrepresentation.

From what I understand (confession - I sure as hell haven't gone through every page in this case, and never will), the "5% bots" point comes from Twitter's SEC disclosures, which both state the methodology used and are caveated out the ass, so pointing to that as a misrepresentation (if that's what Elon's team is doing) doesn't seem strong.  But it may be the best they have.

Yep. But also, when you have human beings and not computer code making decisions, you get the situation where it all hangs on this Judge and the pressures and opinions and precepts she has about how to handle these things. That is why I've long stated it's hard to predict unless you know the Judge and the court well, just as it's hard to tell how an ump is going to call balls and strikes unless you are familiar with their work.

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1 minute ago, Vegas64 said:

Yep. But also, when you have human beings and not computer code making decisions, you get the situation where it all hangs on this Judge and the pressures and opinions and precepts she has about how to handle these things. That is why I've long stated it's hard to predict unless you know the Judge and the court well, just as it's hard to tell how an ump is going to call balls and strikes unless you are familiar with their work.

No disagreement there.  Still, it helps a lot if you have, you know, some actual facts in your corner.  I've found them to be helpful in my practice over the years, but that's likely because I'm a middling trial lawyer.  A great lawyer needs neither facts nor the law.

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8 minutes ago, Brisketexan said:

No disagreement there.  Still, it helps a lot if you have, you know, some actual facts in your corner.  I've found them to be helpful in my practice over the years, but that's likely because I'm a middling trial lawyer.  A great lawyer needs neither facts nor the law.

But when a great lawyer has neither the facts nor the law, it would certainly help him or her not to have a colossal asshole for a client in a case being decided in a chancery court.

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If it were up to me, it would be pretty damn simple to decide this.

Question 1: Was the "bot" problem something that would have been discovered in due diligence? If yes, proceed to question 2.

Question 2: Was Elon Musk given an opportunity to conduct due diligence before agreeing to the purchase? If yes, proceed to question 3.

Question 3: Did Elon Musk waive his opportunity to conduct due diligence before agreeing to the purchase? If yes, proceed to question 4. If no, proceed to question 5.

Question 4: How the fuck is this Twitter's fault? Judgment for the plaintiff with extreme prejudice.

Question 5: How did you fuck up so badly on due diligence? Judgement for the plaintiff with extreme prejudice.

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13 minutes ago, chainsaw said:

Question 4: How the fuck is this Twitter's fault? Judgment for the plaintiff with extreme prejudice.

Question 5: How did you fuck up so badly on due diligence? Judgement for the plaintiff with extreme prejudice.

For all of Elon's intelligence and obvious business success, he definitely comes across as manic at times and prone to rash decisions. Perhaps these traits have helped him but for this one, I think this will cost him $10+B with nothing to show for it.

The Delaware court will rule in favor that Elon needs to buy Twitter as he committed to doing so. The question then is how much can the board accepts as a settlement. The board just can't accept a small fraction as a settlement. They have a duty to either get the $54/share or have something left over so the company is worth $54/share afterwards. Or something close to that. 

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8 minutes ago, Nice Guy Eddie said:

For all of Elon's intelligence and obvious business success, he definitely comes across as manic at times and prone to rash decisions. Perhaps these traits have helped him but for this one, I think this will cost him $10+B with nothing to show for it.

The Delaware court will rule in favor that Elon needs to buy Twitter as he committed to doing so. The question then is how much can the board accepts as a settlement. The board just can't accept a small fraction as a settlement. They have a duty to either get the $54/share or have something left over so the company is worth $54/share afterwards. Or something close to that. 

It almost seems like Twitter is playing with house money here.

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10 minutes ago, CooterBrown said:

If the Twitter fiasco takes down Tesla, it’d just be perfect.

Is there room in the Austin homeless hotel for Elon?

I mean....would there be a more perfect story for this timeline?  A whole "pride goeth before the fall" narrative and everything.   We'll see.  It's been a childish shitshow since the very beginning, it would be perfectly on-brand for it to end as one as well.

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You guys are actually outlining an argument for “Too big to fail, the human being edition”. In which Elon being so single-threaded to Tesla adds another layer of reasoning when deciding these things for the discerning individual who would care about the intended and unintended consequences of such things.

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10 hours ago, Vegas64 said:

You guys are actually outlining an argument for “Too big to fail, the human being edition”. In which Elon being so single-threaded to Tesla adds another layer of reasoning when deciding these things for the discerning individual who would care about the intended and unintended consequences of such things.

I don't think "discerning" is the right word to use.

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58 minutes ago, Vegas64 said:

I was referencing a judge whose job is to decide these things, so yea I think the word fit.

Choose more direct and efficient language to get your point across. The point in that post is indecipherable.

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  • immamac changed the title to Elon Musk: [Fraud] Official or unofficial piece of shit?
  • blacklab changed the title to Elon Musk: Officially a fraud and piece of shit. Official or unofficial war criminal?

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