By: Margaret K. Ryder,
Evan Brown, Demetrius Davis, Austin R. Niggebrugge, and Katherine R. Welch
Additional Research: Megan Hartshorn
On April 4, 2022, Elon Musk reported in a regulatory Securities and Exchange Commission (“SEC”) filing that he obtained approximately 9% of Twitter Inc.’s (“Twitter”) outstanding shares. Musk’s acquisition of 73.5 billion shares of the corporation made him Twitter’s leading shareholder. On April 14, 2022, it was revealed in an SEC filing that Musk had made an unsolicited offer to purchase Twitter, in its entirety, for $44 billion.
As a result, Twitter implemented a poison pill defense. The poison pill is a defense tactic used to combat unsolicited hostile takeover offers and implemented by the target company. Once triggered, the poison pill would allow all shareholders, other than Musk, to purchase additional shares at a significantly marked down price, thus diluting the shares held by Musk and making the acquisition more costly.
This defense would provide the board of directors more time to determine how to proceed and ultimately force Musk to negotiate with Twitter’s board directly. This plan would enable the board of directors to engage with any party interested in purchasing the corporation and accept any offer in the best interest of the corporation and its shareholders.
Twitter’s board of directors needed to know how serious Musk’s intentions were to acquire the company. For Musk to prove himself worthy, he had to show one of two things: (1) “how exactly he [planned] on financing the takeover, since Musk did not reveal that in his [SEC] filing, or [(2)] he [had to launch] a proxy contest to try to replace members of Twitter’s board in response to the poison pill plan.”
Ultimately, Musk used Tesla Inc. (“Tesla”) to help fund his acquisition. Musk planned to partially fund this deal with: tens of billions of dollars from margin loan against his shares in Tesla, over $27 billion dollars of equity, and over $8.5 billion dollars acquired through the sale of a portion of his Tesla stock.
On April 25, 2022, Twitter and Musk entered a “seller friendly” merger agreement pursuant to the General Corporation Law of the State of Delaware (“DGCL”). After negotiations, Twitter and Musk agreed that Twitter would be sold to Musk for $44 billion dollars. Musk would buy each share in cash for $54.20. As agreed to by all parties, the corporation would continue under the name “Twitter, Inc.” and remain governed under Delaware state law. The agreement also contained a clause which required a $1 billion dollar breakup fee if the deal was terminated. Astoundingly, on July 8, 2022, Elon Musk terminated the merger agreement.
On July 12, 2022, Twitter filed suit in the Delaware Court of Chancery against Elon Musk, X Holdings I, Inc., and X Holdings II, Inc. (collectively, the “defendants”) after Musk terminated the deal. Additionally, Twitter filed a Motion to Expedite Proceedings arguing that “expedition is essential to permit Twitter to secure the benefit of its bargain, to address Musk’s continuing breaches, and to protect Twitter and its stockholders from the continuing market risk and operation harm” which resulted from Musk’s termination of the merger agreement.
I. THE PARTIES’ ARGUMENTS
A. Twitter’s Primary Argument
Twitter’s preferred outcome is for Musk to pay the $44 billion to purchase the company. For this to happen, Twitter must convince the Delaware Court of Chancery to enjoin Musk from further breaches and enforce the deal via specific performance. To achieve specific performance in Delaware as a remedy for breach of contract:
[A] party must “establish, by clear and convincing evidence, that (1) a valid, enforceable agreement exists between the parties; (2) the party seeking specific performance [is] ready, willing, and able to perform under the terms of the agreement; and (3) a balancing of the equities favors an order of specific performance.”
Twitter argues that (1) the contract between the parties is valid; (2) Twitter is ready, willing, and able to execute the terms of the agreement; and (3) that due to the risk of irreparable damage to the company and its shareholders, the balance of equities favors an order of specific performance.
Twitter also preemptively addresses the arguments that it anticipates from Musk. Ironically, Musk has repeatedly signaled, via Twitter, he will deploy at least some of these arguments. Musk’s anticipated arguments follow below.
B. The Anticipated Arguments of Elon Musk
Musk’s most frequently cited argument is that Twitter committed fraud due to its representations about the number of fake users, also known as bot accounts. If the number of bot accounts is substantially more than 5% of accounts, Musk has a legitimate chance to terminate. This argument will likely be challenging because proving that Twitter intentionally lied will be difficult, especially considering the process Twitter went through to obtain the bot figure. Thus, Musk must argue that Twitter intended to misrepresent the spam bots and attack the credibility of Twitter’s process.
Musk cannot be compelled to purchase Twitter if he can prove there were “materially inaccurate representations.” Section 7.2(b)(i) of Twitter and Musk’s agreement provides that all representations made must be true and correct. Although there are no specific representations regarding fake users or bot accounts, section 4.6(a) requires that Twitter file all material forms with the SEC and the forms must not contain “any untrue statement of a material fact or omit to state any material fact required to be stated … or are to be made, not misleading.” Essentially, Musk should argue the number of fake users is salient and Twitter’s failure to supply him a number within a marginal degree of error is an “untrue statement of material fact” and, thus, a materially inaccurate representation.
Musk may properly terminate the deal under section 7.2(a) if Twitter did not perform or comply with material respects of its obligations to close the deal under the merger agreement. Section 6.4 provides that Twitter must timely supply Musk with “all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing.” Musk would thus have to argue Twitter “terminated certain employees, slowed hiring, and failed to retain key personnel” without his consent and, therefore, rose to the level of a material adverse event that has drastic consequences for the company and his bargain. Musk cannot be compelled to close on the deal if a material adverse change (“MAC”) is shown. However, an inaccuracy will only rise to the required level if it becomes a Company Material Adverse Effect (“CMAE”), which the merger agreement defines as a material adverse effect on the Company as a whole.  The Court of Chancery recognizes that for a MAC to rise to CMAE the important consideration is whether a change has occurred that would be consequential to the company’s long-term earning power.
Thus, Musk must argue that the fake users present a “durationally significant” long-term issue. This is essential to Musk’s argument but will not be easy because Delaware courts have never found a MAE to have occurred in the context of a merger agreement.
C. Twitter’s Preemptive Counters
As stated above, Twitter anticipates the preceding, and preemptively counters them in its Complaint.
To counter Musk’s probable argument regarding bots, Twitter claims that less than 5% “of mDAU are spam or false” and that those numbers have remained consistent over the past three years. Twitter used its “significant judgment” when it gave those numbers to the SEC in which it said that the 5% “may not accurately represent the actual number” because “the actual number of false or spam accounts could be higher[.]” In other words, Twitter gave a number but was careful to cover its tracks.
Second, Twitter argues that any information request by Musk needs to be for “reasonable business purposes” in regards to the transaction intended by the instant merger agreement. Twitter argues that it exercised “reasonable judgment” when it did not supply that information to Musk since releasing that information would have “cause[d] significant competitive harm to the Company[.]” “Reasonable” gives wiggle room in which Twitter argues that there are regulatory and other risks associated with sharing user data with someone who has never worked there. Moreover, Twitter argues that it provided Musk more company information than entitled pursuant to the merger agreement. Twitter claims this “does not give defendants a broad right to conduct post-signing due diligence of a kind they specifically forswore pre-signing. Much less does it give Musk the right to hunt for evidence supporting a bogus misrepresentation theory developed to try to torpedo the deal.”
Third, Twitter argues that it “negotiated for itself a right to hire and fire employees at all levels, without having to seek Musk’s consent.” Twitter also argues that Musk wanted to retain the right to hire or fire any employee in the position of vice president or above as a violation of the ordinary course covenant absent his consent. It follows that Twitter claims it clearly struck that provision before signing the final merger agreement.
II. STANDARD FOR EXPEDITION
The Delaware Court of Chancery does not set matters for expedited proceedings unless good cause is shown. Nevertheless, the Court “traditionally has acted with a certain solicitude for plaintiffs in this procedural setting and thus has followed the practice of erring on the side of more hearings rather than fewer.”
When deciding to expedite proceedings, the court must determine if the plaintiff sufficiently raised a colorable claim with threat of irreparable injury that would “justify imposing on the defendants and the public the extra (and sometimes substantial) costs of an expedited preliminary injunction proceeding.” For the first step—establishing a colorable claim—the court will accept well-pleaded allegations in a complaint as true, and will recognize establishing a colorable claim is not an onerous burden for a plaintiff to meet. The second step is to prove that the plaintiff will suffer irreparable harm if expedition is not granted. Establishing proof of this step is not difficult, as the court in Merrill Lynch established precedent that the possibility of irreparable harm sufficient to warrant expedition existed where “damages that may be available are difficult to calculate and other uncertainties, such as collectability exist.”
Thus, while Musk opposed the expedited trial on grounds that the compressed timeline would be prejudicial, the low bar to pleading a colorable claim, along with the unique circumstances that suggest a very real possibility for irreparable harm should the deal not close, lead the Court to grant an expedited trial.
III. POSSIBLE PRECEDENT
The Delaware Court of Chancery is not unfamiliar with buyers “losing their appetite for deals shortly after signing.” In Snow Phipps Grp., LLC v. Cake Acquisition, Inc., the Court of Chancery ruled that a deal to buy a cake decorating business was made prior to any COVID-19 pandemic restrictions, and thus, must continue notwithstanding the financial difficulties the business may experience as a result. The Court held that the defendant did not breach the no-material adverse effect (“MAE”) representation. The Court reasoned most courts have found a decrease in profits of 40% or more constitutes a material adverse effect. The Court opined that the most reliable projections for a company’s “future expected cash flows” are any “contemporaneous management projections prepared in the ordinary course of business.” The Court further found that management’s reforecast “projected” that the revenue would be down only 11% in comparison with 2020’s original budget and earnings before interest, taxes, depreciations, and amortization (“EBITDA”) would be down only 22%.
IV. WHY EXPEDITED CASES ARE SO RARE
While nationally it is rare for a corporate case such as Twitter v. Musk to proceed so quickly, the Court of Chancery has long enjoyed a reputation for its temporal efficiency. Expedited proceedings in Delaware Courts used to be a “common” occurrence due to the aforementioned standard that the court would reiterate time-and-time again.
However, expedited discovery and hearing processes are rare in these past years. These expedited decisions have slowed since the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. Within Corwin, the Court opined on whether a stock-for-stock merger between two entities met the business judgment rule; in which, such merger had a majority vote of a “fully informed” (not coerced) majority vote of the stockholders. Such a process slowed down the expectation of the court’s decision making that would be invoked on an expedited discovery and hearing process.
As noted previously, Twitter met the burden of proof needed for the Delaware Court of Chancery to approve an expedited hearing, even though such a hearing could involve mass resources to come to a sound decision. Andrew Rossman, a member of Elon Musk’s counsel, argued that such an order for an expedited trial is an error and should be treated as one found under the Corwin ruling due to the intricacies of data involved. In granting the expedited trial, Chancellor Kathaleen McCormick pointed to In re IBP, Inc. v. Tyson Foods Inc. which went to trial within the first three months of filing.
Tyson Foods Inc. involved a merger battle between the two parties that had $4.7 billion dollars at stake. The case was submitted on June 3, 2001 and decided—a mere twelve days later—on June 15, 2001 with bounds of case law and analysis to fortify the court’s decision—which granted IBP’s claim for specific performance to buyout IBP. Chancellor McCormick’s invocation of Tyson Foods Inc. acted as a rejection of the argument that an expedited trial would lead to prohibitive discovery conditions.
Most would conclude that expedited trials are rare due to the immense discovery processes that encumber both parties involved in merger and acquisition disputes. However, Delaware case law shows that Delaware Courts have a cemented, logistical process which allow them to deal with cases—such as Twitter v. Musk—in an expedited fashion without delivering legal or factual error in the holding.
V. ACQUISITIONS GONE WRONG
This is not the first, and unlikely to be the last, merger-gone-wrong that the Delaware Court of Chancery will see. The court is no stranger to cases regarding specific performance, the same remedy demanded by the social media giant in Twitter v. Musk. Although many demands of specific performance meet an early end through dismissal by the Court, it does not sway the attempts to demand the breaching party complete the transaction. It is also safe to say the court has developed their own way of dealing with these cases.
The Court has addressed what they call the issue of “sandbagging,” wherein the buyer makes knowingly false representations to the seller via the purchase agreement, then proceeds to sue the seller for those same representations. Such appears to be a concern for Twitter. However, the Court has stated that Delaware is a pro-sandbagging state as far as Corporate Governance is concerned. This leads one to the logical conclusion that the court likely considers sandbagging as another business tactic as opposed to a display of bad faith.
Public shareholder rights have perpetually been a hallmark of Delaware Corporate Law. The filings in the Court of Chancery prove that shareholders are becoming increasingly concerned about failed sales or unsatisfactory negotiations and agreements because one party wants out.  This is true even when those stockholders share capital in a SPAC, the shorthand for a special purpose acquisition company. Within In re Multiplan Corp. Stockholders Litig., the court allowed for a case to proceed on the grounds that even a company solely made for the purpose of an acquisition, still holds a fiduciary duty to the stockholders of its SPAC that needs to be considered when making transactions including mergers and acquisitions. This serves as yet another reminder from the court that fiduciary duties in Delaware are serious matters for serious individuals.
The trial is set to begin October 17, 2022, and last for five days. Details of a countersuit promise to become public information any day. The legal battle between the world’s richest man and one of the largest social media companies in the world has captured the public’s attention as few other corporate cases ever have. Pundits are divided on their predictions; some see Chancellor McCormick’s grant of an expedited trial and prior decision in Snow Phipps Grp. as a tip of the hand towards Twitter while others doubt that the Court of Chancery will grant specific performance and force Musk to go through with the purchase. Pre-Trial Settlement also looms as a possibility. The next few months promise to be an exciting time for the Delaware Bar and the legal community at large. Twitter v. Musk remains the topic of conversation in legal circles and in pop-culture. Regardless of the eventual outcome, all eyes are on the First State and its Court of Chancery to see if it breaks new ground in Delaware Corporate Law.
 A Timeline of Billionaire Elon Musk’s Bid to Control Twitter, ABC News (May 13, 2022, 12:54 PM), https://abcnews.go.com/Business/wireStory/timeline-billionaire-elon-musks-bid-control-twitter-84699887.
 Margaret K. Ryder, The Poison Pill: Are Shareholder Rights Being Rendered Meaningless While the Board of Directors Make Huge Business Decisions?, 48 Del. J. Corp. L. (forthcoming 2023) (manuscript at 17) (on file with authors).
 Id. at 3.
 Krishna Veera Vanamali, What is a ‘Poison Pill’ Strategy & Why has Twitter Adopted One?, Business Standard (last updated April 19, 2022, 7:00 PM), https://www.business-standard.com/podcast/management/what-is-a-poison-pill-strategy-why-has-twitter-adopted-one-122041900048_1.html.
 Ryder, supra note 4, at 17; see also Vanamali, supra note 6.
 Vanamali, supra note 6.
 Bobby Allyn, Twitter Adopts ‘Poison Pill’ to Block Elon Musk Takeover Bid, NPR.org (April 15, 2022, 1:27 PM), https://www.npr.org/2022/04/15/1093077611/twitter-board-poison-pill-elon-musk.
 Ryder, supra note 4, at 18; see also Allyn, supra note 9.
 Allyn, supra note 9.
 Giles Turner & Edwin Chan, Elon Musk Secures $7.1 Billion in New Financing for Twitter, Bloomberg (last updated May 5, 2022, 10:33 AM), https://www.bloomberg.com/news/articles/2022-05-05/elon-musk-secures-7-2-billion-in-new-financing-for-twitter-deal.
 Initial Complaint at ¶ 4, Twitter, Inc. v. Musk, No. 2022-0613, Del. Ch. 2022 (filed July 12, 2022); see also Jef Feeley, Twitter Hits Back at Musk, Suing to Force $44 Billion Buyout, Bloomberg (last updated July 12, 2022, 7:40 PM), https://www.bloomberg.com/news/articles/2022-07-12/twitter-sues-to-force-musk-to-consummate-44-billion-buyout.
 “X Holdings I, Inc., X Holdings II, Inc., and Twitter Inc., Agreement and Plan of Merger.” EDGAR. Securities and Exchange Commission, April 25, 2022, https://www.sec.gov/Archives/edgar/data/0001418091/000119312522120461/d310843dex21.htm (hereinafter Merger).
 ABC News, supra note 1.
 Initial Complaint, supra note 14 at ¶ 3.
 Merger, supra note 15.
 Gerrit De Vynck et al, Elon Musk Files to Back Out of Twitter Deal, The Washington Post (last updated July 8, 2022, 7:39 PM), https://www.washingtonpost.com/technology/2022/07/08/musk-deal-sec/.
 Feeley, supra note 14.
 Elizabeth Dwoskin & Rachel Lerman, Twitter Sues Elon Musk, Setting Stage for Epic Legal Battle, The Washington Post (last updated July 12, 2022, 6:49 PM), https://www.washingtonpost.com/technology/2022/07/12/twitter-elon-musk-lawsuit/; see also Kif Leswing, Twitter Sues Elon Musk to Enforce Original Merger Agreement, CNBC.com (last updated July 12, 2022, 6:37 PM), https://www.cnbc.com/2022/07/12/twitter-sues-elon-musk-to-enforce-original-merger-agreement.html.
 Del. R. Sup. Ct. 25 (e) (explaining that on motion and showing of good cause, Delaware Courts can grant an expedited schedule for all processes).
 Pl.’s Mot. Expedite Proceedings ¶ 1.
 Initial Complaint, supra note 14 at ¶ 11.
 Simon-Mills II, LLC v. Kan Am USA XVI Ltd. P’ship, No. 8520, 2018 WL 2437222, at *2 (Del. Ch. May 30, 2018) (quoting BAE Sys. Info. & Elec. Sys. Integration, Inc. v. Lockheed Martin Corp., No. 3099, 2009 WL 264088, at *7 (Del. Ch. Feb. 3, 2009)).
 Initial Complaint, supra note 14 at ¶¶ 148-55.
 See generally Sheera Frenkel, What Are Spam Bots and Why They’re an Issue in Elon Musk’s Twitter Deal, N.Y. Times (last Updated July 11, 2022), https://www.nytimes.com/2022/07/09/technology/elon-musk-twitter-spam-bots.html (explaining the history of Elon Musk’s concerns with Twitter-bots, including a recounting of his tweet history regarding the bots).
 Stephen Bainbridge, Elon Musk is Trying to Get Out of the Twitter Deal: My Analysis of the Legal Arguments, Professor Bainbridge (July 8, 2022, 5:44 PM), https://www.professorbainbridge.com/professorbainbridgecom/2022/07/elon-musk-is-trying-to-get-out-of-the-twitter-deal-my-analysis-of-the-legal-arguments.html (emphasis added).
 Francis Pileggi Speaks with Epoch Times About Upcoming Twitter-Musk Trial, Lewis Brisbois (July 28, 2022), https://lewisbrisbois.com/newsroom/news/francis-pileggi-speaks-with-epoch-times-about-upcoming-twitter-musk-trial.
 Bainbridge, supra note 28.
 Initial Complaint, supra note 14 at ¶ 124.
 Merger, supra note 15, § 7.2(b)(i), at 60.
 See Merger, supra note 15, § 4.6, at 25; see also Bainbridge, supra note 28.
 Bainbridge, supra note 28.
 Bainbridge, supra note 28.
 Merger, supra note 15, § 6.4, at 43-44.
 Initial Complaint, supra note 14 at ¶¶ 9, 124.
 Bainbridge, supra note 28.
 Merger, supra note 14, at 5 (defining CMAEs).
 Hexion Specialty Chemicals, Inc. v. Huntsman Corp. (Huntsman Corp.), 965 A.2d 715, 724 (Del. Ch. 2008) (“[t]he important consideration therefore is whether there has been an adverse change in the target’s business that is consequential to the company’s long-term earnings power over a commercially reasonable period, which one would expect to be measured in years rather than months.”).
 Bainbridge, supra note 28.
 See Huntsman Corp., 965 A.2d at 738 (explaining that that fact is not a coincidence) (emphasis added).
 Initial Complaint, supra note 14 at ¶ 66.
 See id.; see also Twitter, Inc., Quarterly Report (Form 10-Q) (May 2, 2022).
 Bainbridge, supra note 28.
 Initial Complaint, supra note 14 at ¶ 50 (emphasis added).
 Id.; Merger, supra note 15, § 6.4, at 43-44.
 Bainbridge, supra note 28 (citing Matt Levine, Elon Has a New Bot Excuse, Bloomberg (June 6, 2022, 2:04 PM), https://www.bloomberg.com/opinion/articles/2022-06-06/elon-has-a-new-bot-excuse#xj4y7vzkg).
 Initial Complaint, supra note 14 at ¶ 126.
 Id. at ¶ 34.
 Initial Complaint, supra note 14 at ¶ 34.
 Raymond Revocable Trust v. MAT Five LLC, No. 3843, 2008 WL 2673341, at *2 (Del. Ch. June 26, 2008) (quoting In re SunGard Data Sys., Inc. S’holders Litig., No. 1221, 2005 WL 1653975 (Del. Ch. July 8, 2005)).
 Giammargo v. Snapple Beverage Corp., No. 13845, 1994 WL 672698, at *2 (Del. Ch. Nov. 15, 1994).
 In re K-Sea Transp. Partners L.P. Unitholders Litig., No. 6301, 2011 WL 2410395, at *4-5 (Del. Ch. June 10, 2011) (noting that the “colorable claim” standard is lower than the “reasonable probability of success” standard applicable in the preliminary injunction context); see also In re 3Com S’holders Litig., No. 5067, 2009 WL 5173804, at *2 n. 10 (Del. Ch. Dec. 18, 2009) (acknowledging that the standard for obtaining expedited proceedings is low); Reserves Dev. Corp. v. Wilm. Trust Co., No. 4144, 2008 WL 4951057, at *2 (Del. Ch. Nov. 7, 2008) (noting that a colorable claim is essentially a non-frivolous cause of action).
 Cnty. of York Emp. Ret. Plan v. Merrill Lynch & Co., Inc., No. 4066, 2008 WL 4824053, at *8 (Del. Ch. Oct. 28, 2008).
 Lora Kolodny & Jonathon Vanian, Elon Musk asks court to reject Twitter’s request for speedy trial, CNBC.com (last updated July 15, 2022, 8:15 PM), https://www.cnbc.com/2022/07/15/elon-musk-asks-court-to-reject-twitters-request-for-speedy-trial.html (“Musk’s attorneys argued, ‘it would be an ‘extraordinary feat’ to try a complex busted deal case within even five to six months,’ and they say, ‘holding trial in February 2023 would balance the interests of the parties and the Court.’”).
 Rebecca Kern, Judge sets expedited Twitter v. Musk trial for October, Politico (last updated July 19, 2022, 2:36 PM), https://www.politico.com/news/2022/07/19/twitter-musk-lawsuit-expedited-trial-00046533 (“In setting the October date, McCormick said, ‘The longer the merger transaction remains in limbo, the larger the cloud of uncertainty casts over a company and greater the risk of irreparable harm to sellers and to the target itself.’).
 See generally Snow Phipps Grp., LLC v. KCAKE Acquisition, Inc., No. 2020-0282, 2021 WL 1714202 (Del. Ch. Apr 30, 2021).
 Id. at *35.
 Id. at *30 (citing Akorn, Inc. v. Fresenius Kabi AG, No. 2018-0300, 2018 WL 4719347, at *53 (Del. Ch. Oct. 1, 2018)).
 Snow Phipps Grp., 2018 WL 4719347, at *32 (citation omitted)).
 Jef Feeley, Twitter Gets a Win Over Musk with Trial Fast-Tracked for October: ‘Warp Speed’, Bloomberg (corrected July 22, 2022, 10:18 PM), https://www.bloomberg.com/news/articles/2022-07-19/twitter-gets-fast-track-for-musk-lawsuit-over-canceled-buyout.
 Francis G.X. Pileggi, Delaware Corporate & Commercial Litigation Blog, Delaware Litigation: Chancery Court Updates (Feb. 4, 2013), https://www.delawarelitigation.com/2013/02/articles/chancery-court-updates/renco-case/; see discussion supra § III.
 Edward B. Micheletti & Bonnie W. David, Corwin, MFW and Beyond: Developing Trends in Delaware Disclosure Law, Skadden, Arps, Slate, Meagher & Flom LLP (Nov. 19, 2019), https://www.skadden.com/insights/publications/2019/11/insights-the-delaware-edition/corwin-mfw-and-beyond.
 Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304, 305-06 (Del. 2015) (“Court of Chancery held that the business judgment rule is invoked as the appropriate standard of review for a post-closing damages action when a merger that is not subject to the entire fairness standard of review has been approved by a fully informed, uncoerced majority of the disinterested stockholders”).
 See Kern, supra note 61.
 Feeley, supra note 68.
 In re IBP, Inc. S’holders Litig., 789 A.2d 14 (Del. Ch. 2001).
 Id. at 84 (“For all the foregoing reasons, IBP’s claim for specific performance is granted. Tyson’s claims for relief are dismissed. The parties shall collaborate and present a conforming partial final order no later than June 27. In addition, the parties shall schedule an office conference with the court to occur later that same week”).
 Initial Complaint, supra note 14 at 5, ¶11; Realogy Holdings Corp. v. SIRVA Worldwide, Inc., No. 2020-0311, 2020 WL 4559519 (Del. Ch. 2020) (in which opinion the court dismissed claims for specific performance).
 Recent case examples include W.D.C. Holdings, LLC v. IPI Partners, LLC, No. 2020-1026, 2022 WL 2235005 (Del. Ch. June 22, 2022); Metro Storage Intl. LLC v. Harron, 275 A.3d 810 (Del. Ch. 2022) (each plaintiff filing suit in the Delaware Chancery Court for specific performance).
 Robert B. Little & Marina Szteinbok, Delaware Court of Chancery Address the Contours of Sandbagging, Gibson Dunn (Mar. 21, 2022), https://www.gibsondunn.com/delaware-court-of-chancery-addresses-the-contours-of-sandbagging/.
 Initial Complaint, supra note 14 at 4, ¶8-9.
 Little & Szteinbok, supra note 80 (in which the author cites a quote from the Court “[i]n my view, Delaware is, or should be, a pro-sandbagging jurisdiction. The sandbagging defense is inconsistent with our profoundly contractarian predisposition.”).
 Zachary Davis et al, Delaware Chancery Court Issues Highly-Anticipated SPAC-Related Decisio, King & Spalding (Jan. 14, 2022) https://www.jdsupra.com/legalnews/delaware-chancery-court-issues-highly-7267561/.
 Delaware Court of Chancery Allows Merger-Based Breach of Fiduciary Duty Claims to Proceed Against Target Company CEO, Financial Advisor, and Acquirer Stemming from Sale of Presidio, Inc., Cadwalader (Mar. 1, 2022), https://www.cadwalader.com/resources/clients-friends-memos/delaware-court-of-chancery-allows-merger-based-breach-of-fiduciary-duty-claims-to-proceed-against-target-company-ceo-financial-advisor-and-acquirer-stemming-from-sale-of-presidio-inc.
 Davis et al, supra note 83.
 In re Multiplan Corp. Stockholders Litig., 268 A.3d 784, 815-17 (Del. Ch. 2022).
 Davis et al, supra note 83.
 Catherine Thorbecke, The Trial Between Twitter and Elon Musk Now has a Date, CNN Business (last updated July 29, 2022, 11:03 AM), https://www.cnn.com/2022/07/29/tech/twitter-elon-musk-trial-date/index.html.
 At the time of publication these details were not available and are beyond the scope of this article.
 Ankush Khardori, I Used to Work on Cases Like Twitter v. Musk. Here’s What Will Happen Next., Intelligencer (July 30, 2022), https://nymag.com/intelligencer/2022/07/what-will-happen-next-with-the-twitter-v-musk-lawsuit.html.
 Carliss Chatman, Twitter Wants to Force Musk to Buy It. But There’s a Hitch., Barron’s (last updated July 30, 2022), https://www.barrons.com/articles/twitter-elon-musk-thirteenth-amendment-51659101363.