OA610: Elon's Twitter Deal Was a Complete Blunder. It's Not Happening.

Transcript

This transcript was generated automatically and may contain errors — the audio is the record.

0:01:18 Thomas: Hello and welcome to Opening Arguments. This is episode 610. I'm Thomas. That's Andrew. How you doing?

0:01:24 Andrew: Thomas, for the first time ever, I am as fantastic as fantastic gets. And I've had the full range of emotions. How are you doing?

0:01:30 Thomas: Yep, this is I think it's OA company policy that this is a we're declaring this fantastic day. There's no other allowed response today because we raised a little money, Andrew. We raised a little money to help fund either a lot of abortions or one extremely good abortion. As I said the other night, I'm not sure which. We'll see.

0:01:41 Andrew: Yeah,

0:01:57 Thomas: We raised $160,000 roughly in All to go to help people get, you know, basic health care that they're being denied.

0:02:04 Andrew: It I said this at the start of the live stream. Uh I said this on my charity trivia night back at at a con in Georgia, I'm gonna say it again, it never fails to amaze me the way our audience, the way our community, our larger community that we've built, uh with other podcasters, with Cognitive Distance guys, with the Puzzle and a Thunderstorm crew, adding in the Knowledge Fight guys, audience, that group, that community just responds to the call over and and over again, every time.

I mean, I had dream projections for what we might be able to do with our first fundraiser, which we got running in a week, right, you know, Tom Curry from Cognis sent us an email, was like, hey, next Friday we're gonna do a live stream, you in? Uh We were like like, yeah, and we made it happen. And to to raise $160,000 I mean, you know, that's not on me or you, you know, that's on everybody listening to this, and I'm just, I'm blown away that we can uh come together as uh a force for good in a world that needs as much of it as we can.

0:02:47 Thomas: Yeah.

0:03:13 Thomas: Yeah. What a launch for the Opening Arguments Foundation. I want to point out that you can go to oafund.org. The Aid and Abet Abortion Fundraiser is closed. That's in the books and we'll be doing more later. But at any time, if you feel like you want to help the the Opening Arguments Foundation, you can head over to oafund.org and make a donation and check out the mission statement there. It's stuff you guys already know. Contributions will go to fueling this foundation, to later scholarships, to all kinds of stuff. So oafund.org if you'd still like to donate to the OA Foundation.

0:03:47 Andrew: Well, And I'm to give my listeners an example disguised as an a segment here on the show of how that gets put into practice. So, last night on the live stream, I, I talked about how one of the pernicious implications of repealing a 50 year old Supreme Court decision is all of a sudden lots of folks have lots of questions about seriously old-timey laws, right.

0:04:11 Thomas: Oh, God.

0:04:12 Andrew: Me give you a real world example. In Maryland, right now, statute on the books that says you cannot assume public office in Maryland without swearing an oath to Almighty God. Now, if I were, by some unbelievable happenstance, elected governor of the state of Maryland, that would not prevent me from serving as governor of Maryland. Zero chance that they would try and enforce that law. There's also really zero chance, up until I win the governorship, which again, not going to happen, that the Maryland state legislature, which has no interest in having that law on the books, is going to try and like take it off the books, right? I mean, that's that's also not their job, right? So, you know, lots of these things sort of sit around, they lie dormant, they lie unenforced. And that takes us to the state of Texas. Texas had four criminal abortion statutes that date to 1925. So, yeah, you know, if were you a flapper, then I suppose you probably remember these things.

0:04:23 Thomas: Right.

0:05:13 Andrew: But, you If you were born in the past century, these things have been dormant for, again, multiple generations.

0:05:20 Thomas: But they're part of our rich history and tradition, Andrew. Andrew.

0:05:22 Andrew: Yeah. And when I say dormant, I mean that federal courts, right, who have been asked to weigh in on, hey, is this 1925 law still good? And we're talking about the Fifth Circuit, OK? Not exactly, you know, this podcast in terms of its political outlook.

The Fifth Circuit has said, yeah, given the tension between these old timey statutes and the new kinds of laws that Texas has passed, right, the SB8, which, you know, had the nonsense fetal heartbeat provision and banned abortions after six weeks, uh and other civil statute, they're probably not good law, right?

So lawyers do that, because right, when you're trying to figure out, you know, what can you cite in a brief, what do you tell your constituents, uh you know, if you were the governor or the attorney general, that they can rely on, you you look at the that ordinary way in which lawyers look at the interaction of these things, and anybody applying a sort of ordinary method would say, yeah, these laws are dead. Of course, we're talking about Texas, so that is not the case. And here's what happened after the Dobbs decision came down. Remember, Texas SB-8 prohibits abortion after the imaginary fetal heartbeat, that's about six weeks, that's not good enough for pro-lifers, not nearly good enough.

0:06:46 Thomas: Well, sorry, quick question. Which law would be going into effective Texas? Because they had the bounty hunter one, the Boba Fett law, right, but then, okay, So they didn't have some other 1920s law that's kicking in, like under that?

0:06:53 Andrew: That's SB8. That's what we're talking about, yeah. No, they Did they they did, that's, we're not about the tension between SB-8, which clearly goes into effect. And And also, do these 1920s laws go into effect on top of it, even though they seem really to contradict the SB8? So, yeah, the ACLU did a thing that I think, again, if you were in any sensible jurisdiction, is exactly what you would want to do. Filed for a TRO, right, temporary restraining order, through July 12th, right. Two and a half weeks at the time they filed it.

And basically, they said exactly what you just gave voice to, Thomas, which is this is super confusing. We don't know what laws apply. There are probably good arguments for multiple different outcomes. So why don't we preserve the status quo until we can at least have a hearing, a preliminary hearing on the merits and get a judge to weigh in? Because I know how I interpret the laws. I know how Ken Paxton interprets the laws, but maybe we should get a judge to do this. A district court in Texas said, yeah, that makes total sense. We're entering a

0:07:00 Thomas: Oh, Oh, Yeah.

0:08:07 Andrew: TRO.

0:08:07 Thomas: That's a normal law thingy, right?

0:08:08 Andrew: Yeah, that's exactly right. Right. And of course, not good enough for anti-abortion activists, because that you how could you possibly allow us to abort embryos that are one to five weeks old? Right. You're going to be causing irreparable harm to fetuses throughout the state of Texas. And if you think, oh, this is Andrew being hyperbolic, allow me to read you from page one of Ken Paxton's motion for writ of mandamus to the Texas Supreme Court dissolving the temporary restraining order, quote: "This court should issue an emergency stay in mandamus relief. Should plaintiffs' employees," right, that is the abortion providers, "commit abortions while the TRO is in place, commit abortions, nothing will prevent prosecution once the TRO erroneously prohibiting enforcement is vacated,

0:08:08 Thomas: I mean, yeah. Look.

0:09:03 Andrew: But prosecuting abortionists will not restore the unborn children's lives lost in the interim. That irreparable loss necessitates this court's immediate action," uh, relators, that that is the folks moving for the particular relief here, that mandamus relief, "therefore respectfully request that this court immediately stay the TRO, and absent to stay, issue mandamus relief by Wednesday, July the 6th." That was their argument.

0:09:30 Thomas: I mean, this all logically follows from what is now the law of the land, essentially, that fetuses are full people and abortion is murder. I, this is what happened, I mean, cause sub in an actual, but

0:09:42 Andrew: It That's not what Dob said Dobbs said that the state has, the state can articulate a compelling interest in protecting unborn life. It did not rule that fetuses were persons for purposes of the 14th Amendment. That

0:09:55 Thomas: The language of it, I think it was Alito wrote that, that Clarence Thomas kind of just overwrote because I think Alito or something, I think it was Alito was like, hey, don't worry about the other cases, you know, this isn't really going to affect that because abortion is about murdering babies, essentially was my memory of what the logic of his rationale was. And so that makes it a different thing than like, you know, gay marriage or blah, blah, and, I maybe, maybe legally I'm wrong here, Andrew, but it just strikes me as if we subbed in, you the, the government's about to execute three people and you have this same thing happen, then we would be like, well, yeah, you don't execute the people in the meantime, you know, I, I get that status quo would be execute the people, but like that that is irreversible, and so I, this is outrageous because of what's happening, but I also, I guess I'm just like not surprised that once this is the prevalent kind of legal view that this is what results. I

0:10:01 Andrew: Again, think I that would be correct if, and the analogy would be incorrect if the Supreme Court had said a fetus is a person. But the Supreme Court didn't say that. It can't say that. Even this bonkers, batshit insane Supreme Court can't say that, because then now all of a sudden you have, OK, if a person is pregnant and in prison, they can file a writ of mandamus on behalf of their uterus to get out. I mean, like, just unbelievable nonsense would occur if, if that were, you could, I could go get a guardian ad litem appointed, appointed for, you know, what's in the uterus of a pregnant person, to sue the parents for for neglect if, you know, the pregnant person is, know, drinking alcohol you or smoking cigarettes or eating fatty foods. I mean, it's just insane.

0:11:38 Thomas: Want to preserve for the record your reaction to this and how unlikely it is, just for later, and you know I I'm I'm a little skeptical of this certainty that you that you have, but, Okay, but legally speaking you know

0:11:41 Andrew: Yeah. Yeah, I get it. I get, I get understood. But But what I'm saying is Because legally speaking, if you have any regard for the legal system whatsoever, and I realize, a third right, of our audience has said, well, there's your problem, right? Can't reach that result. So, of course, the Texas Supreme Court, midnight last night, right after our fundraiser, reached that result, dissolved the TRO. Now, as a result of the dissolution, the civil penalties of these 1925 laws are enforceable right now against women, against pregnant persons in Texas. There is a jurisdictional question about the criminal statutes that they're going to hear on the merits on July 7th. The Texas You Supreme Court is 9-0 conservative Republicans because this is what happens when you control a governorship for, you a generation.

0:11:53 Thomas: Yeah.

0:12:39 Andrew: Um, are, again, these are 1925 laws, so it is, right, Texas civil statutes, Articles 4512.1 to 0.4, 4512.0.1 says, if any person shall designedly administer to a pregnant woman, or knowingly procure to be administered with her consent, any drug, medicine, or shall use towards her any violence or means whatsoever, externally or internally applied, and thereby procure an abortion, he shall be confined in the penitentiary not less than two nor more than five years, so again, statutory minimum, two years in jail for performing an abortion, including performing a medication abortion. "If it be done without her consent, the punishment shall be doubled. By abortion is meant that the life of the fetus or embryo shall be destroyed in the woman's womb or that that a premature birth thereof be caused. Okay, that's 45-12.1. 45-12.2: whoever furnishes the means for procuring an abortion, hey, that's us, knowing the purpose intended, is guilty as an accomplice, right? There we are. I I

0:13:39 Thomas: Does This mean we can't do a layover in Texas when we're uh Stop.

0:13:48 Andrew: It certainly means that, uh, you know, if someone were feeling, feeling malicious, uh, and we did a live show in Texas, that

0:13:55 Thomas: Stop. Talking. I don't, I don't, WANT TO PUT THIS OUT IN THE WORLD. Well,

0:13:55 Andrew: Yeah. Yeah. I don't either. 45 12.3 attempted an abortion, right? The means used shall fail, the offender is nevertheless of attempted abortion as a crime, and shall be fined not less than 100 nor more than one thousand dollars. Well, again, remember this is 1925 when this was passed, so that was like a trillion dollars at the time. 45 12.4 murder in producing abortion. If the death of the mother is occasioned by an abortion so produced, or or by an attempt to affect the same, it is murder, end of quote. It is murder. That's the statute talking, right? Not me. And so I want you to understand the crippling effect that that would have. That is, if you have a person, a pregnant woman who is bleeding out, who says, doctor, you have to right now.

0:14:49 Andrew: Now, you know, this is an ectopic pregnancy. You have to get rid of this. I'm about to die. And the doctor says, yep, you sure are about to die. And that patient dies during the process of attempting to abort the ectotic pregnancy and save the woman's life. Remember, right, that's supposedly the exception written into the statute. The law that the Texas Supreme Court allowed to go into effect, couldn't possibly put on hold for two weeks, says that's murder. I don't know how, I, anybody who is still performing abortions in and around Texas is, there aren't enough hero words to describe it, because they are truly putting themselves at risk in a political climate that would cheer this on, being arrested, prosecuted, tried, and convicted for capital murder for trying to save a patient's life.

0:15:45 Andrew: It's hard to imagine how it gets worse than that. That's what we mean when we say we're going to fight this from the top down and the bottom up. We're going to fighting this from the top by continuing to inform you, the next generation of law students, and build and empower, empower a community that says, no, this rationale, these, is nonsense. And we're going to fight to take that back. And then we're gonna build a community from the ground up and empower boots on the grounds to get people the hell out of Texas right now. It's a scary, scary time. So.

0:16:16 Thomas: Do you think there are any abortion providers still trying to provide abortions in Texas?

0:16:20 Andrew: Well, again, until last night, there was that gap, It's right? Very, very small gap, We right? Talked about how effectively six weeks of pregnancy, the imaginary made up nonsensical non-medical fetal heartbeat would prevent most patients from getting an abortion. But not all, Right. Could if you were 100 percent on top of it and you could prove that you were four weeks pregnant, you could still get an abortion under SB8. You will not be able to now. Ken Paxton said in the passage that I quoted to you, which is repeated on page four as part of the definition of irreparable harm that the Texas Supreme Court signed off on, said, oh, by the way, we will prosecute anybody who performs abortions in in the interregnum, right, in this time period while we're litigating things. Make no mistake about it. And again, I would take them at their word on that.

0:16:25 Thomas: Yeah. Wow. Yeah. The internet is very abuzz and confused right now, justifiably. But I keep seeing a lot of posts that are talking about like for certain, certain abortion, uh, providers like, like with ectotic pregnancies where there the only treatment is abortion, like there's no such thing as a successful ectopic, it doesn't exist. I'm seeing stuff like now doctors have to wait until like their vitals are crashing or the, dot you know, stuff like that. What, is that real, and if so, who would that be for? Like, what if you're a doctor and and someone's got an ectopic pregnancy and you're like, I got to wait till you're dying, who is that for? Does How that work? Or is this an internet exaggeration?

0:17:22 Andrew: Right. So So, without specifics attached to it, it's hard to to speak to this, but I can talk to you about the abortion laws that I've read in a bunch of these states, make, and sort of my best informed guess. Let me add on top of this that a place that is doing tremendous work, something I would recommend to our board, OA as Foundation grant recipient later on, is the Guttmacher Institute. And you look them up, they have an interactive map. They have a team of lawyers. They are updating it daily. And it is basically color-coded of how much is abortion protected in your state. Maryland is only a yellow state, for example, because they have some pretty onerous pre-existing parental consent laws, other restrictions. So if you are confused, the resource I use to try and figure out what's into effect is that map over at the Guttmacher Institute.

0:18:45 Andrew: They have been allies from day one. Trust what they do. Reputable, great legal staff. I realize that was slightly ancillary to your question. With respect to the kinds of things that are circulating on the Internet as potential concerns, the reason that those circulate as concerns are related to how the underlying law is drafted. So, for example, right, Texas SB8 does provide an exception for the life of the mother, but it says, right that the physician must certify that absent an abortion, the mother will die. Well, you think about it as a doctor. That's That'S not a medical diagnosis. Right. Like when you say, you know, the diagnosis is ectopic pregnancy.

0:19:34 Thomas: Yeah, without intervention, they're going to die, though. So that feels like the doctor should just sign it and say yes.

0:19:37 Andrew: The it Yeah. If it is something like an ectotic pregnancy, where where if left untreated, that that is 100 percent fatal. Right. To the patient. Then you can very easily say, OK, I don't want to say easily. Right, then you can conclusively say, right, the treatment is abortion and I can certify that without an abortion, this patient will not survive. But now imagine just an incredibly complicated pregnancy, right? Early on, multiple, you suppose it is in vitro fertilization and there are eight viable embryos, right, which happens, you right. Right. Can And look at the chart and say, OK, when a human is pregnant with eight embryos, you that is 20 percent T. likely to result in a fatality to the mother, to the person who's pregnant. Right. And a doctor will tell you that. Right. That's why when you procure IVF, they make you sign a waiver that says we're going to selectively reduce, which which means perform abortions, Remove right?

0:19:53 Thomas: Yeah.

0:20:47 Andrew: While it is a blastocyst, while it is a fertilized egg, some number of those fetus. Well, how is that doctor to make that determination in this brave new world that we find ourselves in, Yeah, right now there's a 20% chance that will die if I don't perform an abortion. That doesn't meet the standard for life of the mother exceptions in these laws. And so when people are saying doctors have to wait until things get worse, that's what they're referring to, I think.

0:21:18 Thomas: All right. Well, I think, you a lot of these are hypotheticals. A lot of these are people scared, and me too. I get it. And I wonder what's going to happen. I think we will keep an eye on specifics, you we'll be able to answer more specific questions as time goes on. But it's lot up in the air right now. It's really terrifying. On to, I less Less depressing topics, maybe?

0:21:23 Andrew: Yeah.

0:21:36 Andrew: If you don't want Elon Musk to buy Twitter And I think that's 100 percent of our audience. This is going to be less depressing news. This could be good news.

0:21:45 Thomas: All This episode is brought to you by ZipRecruiter. I am excited to travel this summer. In fact, we are just about to leave to meet up with a puzzle and a thunderstorm crew. And I can't wait. It's one of most fun things that I get to do. And finally, Lydia gets to come with me for the first time. So we're super excited. Have ever thought about all the people that make vacation this truly great. And I'm not just talking about Eli Bosnick.

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0:23:20 Clip: Andrew Torres is correct. The best kind of correct. Andrew Torres. You were right. Tell your sister. You were right.

0:23:37 Andrew: Tracking back. We've been following this from the very beginning. We were the first major outlet to tell you, you know, Elon Musk's deal to buy Twitter was by no means a sure thing and that lots of things could derail it. And right now, I would say if you asked me, you to bet, you red or black, is you it going to go through? Is it not? For the first time, my money would be on it's not going through.

0:23:50 Thomas: Yeah. Oh, I think I'm on record in like this last or second to last episode we've done on this that I was already there. This is not going to happen. But can I toot your horn if that's legal? I don't even know. But I want to say, like, this is one of those news stories, Andrew, that is so quintessential OA and what I listen to the show for and what I love so much, because I listen to, you know, all the major news podcasts and stuff and I read the news, we were, you were the only one who's out here saying like, hey, this is being reported as a done deal, this is nowhere near a done meal, and I just think it's so cool that like all of us listening knew about this because of your work and we've been on top of this story, it's just a really cool example. So, since the news is bad so lately, I just wanted to, you know, happy moment toot your horn in public for everyone to hear.

0:24:08 Andrew: Yeah. Yeah. Yeah.

0:24:52 Andrew: I want to explore two arguments that have cropped up since then, right? So our last update, we talked about how the gap financing, talked about the SEC financing statement that Musk filed that says, you we have elected not to exercise the margin financing and instead pay in cash. That means your financing falls through, right? Like that is, you don't elect out of the financing. Um, the financing looked at it and said, uh, we agreed to finance this when Tesla was at a thousand dollars a share, it's at 650, so either pony up more money or pony up more stock or we're going to pull the the offer, and Musk was like, fine, you pull the offer, I'll, I'll fall found my own Twitter, blackjack and hookers. Yeah, so and since then two takes have come out and they're, they're sort of contradictory takes, and I thought that was, it was a good to to kind of put them both to bed. The first is, oh, Elon Musk is going to be able to back out of the deal because of the amount of Twitter spam bots. Yeah.

0:25:58 Andrew: Yeah. So we're going to tackle the bots. Spoiler alert. No, he isn't.

0:25:56 Thomas: The bots. Yeah, yeah, definitely. Yeah.

0:26:03 Andrew: But then in investment pages, in kind of business journals, I've seen this second take, which is clearly somebody called up mergers and acquisitions attorney and said, what do you think about this? And that, right, take is, oh, if Elon Musk is screwing things up this badly and with this little justification, then Twitter may be able to enforce its specific performance clause and force him in a court to buy Twitter.

And so think about that as kind of like the other end that, you know, I keep telling you, like, yep, Musk is screwed this up, screwing that up, screwed that up, can he screw it up so badly that the courts will will force him to buy and and I think the answer to that is also no, so uh again, I feel like we're gonna get to that sweet spot where this just collapses and goes away. I think the markets show that, right? We've talked about it, Tesla went down to 650, Musk made all of the noises about the Twitter bots and it's been bouncing between 650 and 700, uh, ever since, right? It was at like 680 something right as we were about to record this.

And I think that reflects, right, that optimism reflects, oh, hey, there's not going to be a huge, massive sell off of Tesla stock in October. That's going to tank the stock, right? If you thought this deal was going to go through, you would absolutely want, particularly as it is now structured, where Elon Musk has to come up with thirty three and a half billion dollars in cash, cash the only way to get that is to sell huge stock, you know, tranches of

0:26:44 Thomas: Oh, OK. Oh, yeah.

0:27:36 Andrew: Of Tesla stock which is going to drive the stock price down. So if you think that the deal is going go, is going to go through, you would absolutely be bearish on Tesla, and you're not. Similarly, Twitter is at 38 and a quarter as of this morning, and that's been about where it's been for the past month. If you the deal's going to go, you get 54 20 for every share you own. Right, and the closer we, we get to October, right? It's three months away. I don't, investments, know too, that could potentially give you a 40% return on your investment in the next three months. And the fact that everybody isn't buying Twitter is pretty good indication that deal's

0:27:37 Thomas: Yeah. Right. We'll

0:28:14 Andrew: Not going to close in October. Remember that Twitter was in the low 30s before Musk's shenanigans. So you're getting close to like, what is the market value of Twitter, right? You know, so independent of that, like, pricing out the deal entirely. So, so let's look at it. First, let's talk about bots, and here you will not be surprised to learn that what Elon Musk has told the public is very, very different than what he has told the Securities and Exchange Commission.

0:28:43 Andrew: Shocker, to the public, he said, oh, look, if there are too many spam bots, I'm just gonna bail on the deal. That got a nope in my, uh, in my show notes, uh, because, uh, Elon Musk signed, right? Remember, he has signed the purchase agreement, right? What you're going through now is the build up to close, right, which is a component of any large-scale acquisition. But Elon Musk already agreed to the terms, right? This is not, we're not not negotiating, this is a signed, sealed, delivered purchase agreement, and those terms include section 4.25 of the original deal that we broke down the very first time we talked about this, that's on page 31, and it is a section that says "no other representations or warranties", and here's what it says:

0:28:43 Thomas: Love it.

0:29:32 Andrew: "Except for the representations and warranties expressly set forth in this subsection, right, neither the company, that's Twitter, nor any other person makes or has made any representation or warranty of any kind whatsoever, expressed or implied, at law or in equity, in totality, throughout the universe, right, with respect to the company, Twitter, or any of its subsidiaries or their respective business, operations, assets, liabilities, conditions, financial or otherwise, notwithstanding the delivery or disclosure to Elon Musk, uh, documentation, forecasts or other information, neither the company, that's Twitter, nor any other person makes or has any express or implied representation or warranty with respect to a, any financial projection, forecast, estimate or budget relating to the company, b, any oral or written information presented to Elan Musk in the, the course of his due diligence investigation of the company, the negotiation of this agreement, the course of the merger, the accuracy or completeness thereof." I just want to say, I would never let my client sign this, right? I mean,

0:29:48 Thomas: Et cetera, et cetera.

0:30:34 Thomas: Wow.

0:30:34 Andrew: This is when you say I am buying something as is, right, this is the most robust "as is" provision that I have ever seen, right? This says, other than the stuff that we expressly promised to do, we make no promises about anything. We've given you information, but neither the company nor any other person makes or has made any express or implied representation or warranty about that information. And by the way, you, Elon Musk, have explicitly waived any due diligence period, right? That's the period in which you get the financials and you go over them and you say this or that and you have an absolute right to back out.

0:30:35 Thomas: Wow.

0:31:15 Thomas: Did

0:31:15 Andrew: Okay, I

0:31:15 Thomas: Elon think this was the California housing market? He's like, yeah, just I'll put over asking and just no, okay, no inspection. Yeah, the house might actually be made out of termites. I just, there's no choice. I have to buy it. It's 800 square feet and it costs $72 million. Let's do it.

0:31:33 Andrew: Have keep that housing market sort of in, in the back of your mind as a, as a basis for comparison, yeah, yes,

0:31:38 Thomas: But as much as I love being like, Elon Musk is secretly an idiot. It, um, I okay, okay, but, get it when you're talking about a house, a car, a dot to dot, whatever, but I, this seems a little more understandable when you're talking about Twitter, you are you gonna find out that Twitter is actually just a sequence of tubes that doesn't really

0:31:44 Andrew: Elon Musk is secretly an idiot, yes, so, here's an example of a thing you might find out that any reasonable person, because remember, his negotiation to buy Twitter was like a week and a half, right? I'll just superimpose, I have a client right now who buys franchises for fast food restaurants, okay, I would not allow my clients to buy a fast food restaurant under these terms and conditions. Right, because what you want to know, right, you say, oh, okay, uh, what have you, you represented, you've represented X, Y and Z, I can take a look at the financials, uh, you know, this is an area where, let's quote Donald Trump, like, fraud vitiates everything, but, but, it takes a lot to rise to fraud, right?

Suppose the way in which Twitter is booking its ad revenues is, you know, substantially into the future, right? I don't know that, but like, I would. Before I spent $45 billion on something, I would want to have my team of lawyers go look at every single aspect of their books, right? Where's your revenue coming from? How is that revenue being booked? How does that track over time? Doesn't have to be fraud when you're in an industry where you define the industry, right, because, Yeah, because what's industry standard? I don't know, know, whatever the hell Twitter does, right?

0:32:08 Thomas: Right, Yeah, right, Good point. I Tried briefly to Defend the idea that Elon Musk isn't a secret idiot, but I thank you, you, you defeated my my steel Bot argument. You did it.

0:33:19 Andrew: Yeah I, I And and in any event, here's what Twitter has done in its last 10 cube, right? There will be another one released in a, in a week or so, right? But in the last one to which, which we have access, released, dated March 31st, 2022. Twitter says, with respect to bots, we review a number of metrics, including monetizable daily active usage or users, MDAU. We define MDAU as people, organizations, or other accounts who logged in or who were otherwise authenticated and access Twitter on any given day. MDAU, okay, is the basic monetizable asset at Twitter. And here's what they say about bots. The numbers of MDAU presented in this quarterly report on Form 10Q are based on internal company data.

0:34:13 Andrew: While those numbers are based upon what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring usage and engagement across our large number of total accounts around the world. Furthermore, our metrics may be impacted by our information quality efforts, which are our overall efforts to reduce malicious activity on the service, inclusive of spam, malicious automation, and fake accounts. For example, there are a number of false or spam accounts in existence on our platform. We have performed an internal review of a sample of accounts and estimate that the average of false or spam counts during the first quarter of 2022 represented fewer than five percent of our MDAU during the quarter. As such, the calculations on our mda you may not accurately reflect the actual number of people or organizations using our platform.

0:35:02 Andrew: Now, if Twitter knows that 90% of its accounts are bots, this is probably a fraudulent statement. But if Twitter has done reasonable due diligence and 15% of it's accounts are bots or spam, this absolutely enough to say, Hey, look, man, we warned you. You You, could have taken all the time in the world. You could have Requested a due diligence phase, and we would have negotiated that with you, but you didn't even try. You just said, okay, fine, I'm buying it as is. So not a chance, uh, that number of bot accounts is going to allow Elon Musk to back out of the deal, let alone collect the billion dollar walk away penalty.

0:35:22 Thomas: Yeah Oh Yeah, I was gonna ask you about that later, right?

0:35:44 Andrew: Now, here's what he told the SEC. He did not say, I want to back up because I think there are too many Twitter bots. He said Twitter has refused to provide the information that Musk has repeatedly requested since May 9th, 2022, to facilitate his evaluation of spam and fake accounts on his company's, on the company's platform. Mr. Musk has made it clear that he does not believe the company's lax testing methodologies are adequate, so he must conduct his own analysis. The, that again, the data he has requested is necessary to do so. Musk is entitled to seek, and Twitter is obligated to provide information and data for, inter alia, that means including other stuff, any reasonable business purpose related to the consummation of the transaction. See section 6.4.

0:36:30 Andrew: Twitter must also provide reasonable cooperation and connection with Musk's efforts to secure the financing necessary to consummate the transaction, including by providing information reasonably requested by Mr. Musk, Section 611. To do both, he must have a complete and accurate understanding of the very core of Twitter's business model, its active user base. If Twitter is confident in its publicized spam estimates, Mr. Musk does not understand the company's reluctance to allow Mr. Musk to independently evaluate those estimates.

Based on Twitter's behavior to date and the company's latest correspondence in particular, Mr. Musk believes the company is actively resisting and thwarting his information rights, and the company's corresponding obligations under the merger agreement. This is a clear material breach of Twitter's obligations, and Mr. Musk, and this is boilerplate language, reserves all rights resulting therefrom, including his right not to consummate the transaction and to terminate the merger agreement. Okay, so he is threatening, I can walk away, I can terminate this deal, I can do whatever I want. But notice that that argument is, you have have not complied with your information obligations, not you have provided fraudulent information, but rather, I don't, that number of users is material to this purchase, and I want to conduct my own investigation, and Twitter isn't giving me the information I need to do that. Well, I do know that that argument is cognizable in the first place, right. Right. Let's go back to your housing example. If you waive the roof inspection,

0:37:57 Andrew: And then you say, OK, but I want to come out a week before closing and I want to inspect the roof. Right. The homeowners are going to be like, go to hell. You bought the house. Yeah.

0:38:05 Thomas: You Waved The Roof inspection, inspection.

0:38:07 Andrew: That's what that's what waiving the roof inspection means. And you could say, well, yeah, but look like our purchase agreement says that that I am entitled to, you know, a reasonable reasonable inspection of the premises. And they're like, right, but you're not entitled to go up and like run around on the roof. And I don't know, you fall off like, no.

0:38:25 Thomas: Well, and in the, in the analogy though, it's not just like, oh, I'm trying to do a roof inspection. It's like, I am trying to no longer buy this house because I haven't done a roof, right?

0:38:35 Andrew: Right. Exactly right. Yeah. And I'm saying, if you don't let me up on the rooftop, that means I can just tear up the housing contract. And No, you can't. Right? So that means, decoding the analogy, is figuring figuring out the number of Twitter bots, I don't know, is in fact any reasonable business purpose related to the consummation of the transaction. But let's assume that it is just for the sake of argument. OK, here's what those sections say Twitter is obligated to do with respect to reasonable requests for information. Upon reasonable notice, the company shall afford reasonable access and shall furnish promptly all information concerning the business, properties, and personnel of the company as may reasonably be requested in writing, provided however that nothing herein shall require the company or any of its subsidiaries to disclose any information if such disclosure would, in the reasonable judgment of the country, cause significant competitive harm to the company if the transaction contemplated by this agreement are not consummated.

0:38:43 Thomas: Right, right, right.

0:39:42 Andrew: Uh, and and 611 uses the same language, and it says, uh, under section seven, uh, no cooperation under the section shall require the company to take any action that in the good faith determination of the company would create a risk of damage or destruction to any assets of the country. So how does that apply here? Twitter is saying Elon Musk is a loose cannon and we're not going to provide him right now with our all all of our internal confidential data on how we figure out spam bots, because we know what he's going to do. He's going to look at it and then go on our stupid platform. Maybe we should have thought about this. And they go on Twitter and say, here's how Twitter is not calculating their spam bots.

0:40:27 Andrew: And then he's going back away from the deal and then he is going to tank our market price. Which, by the way, is exactly why Elon Musk is asking for all of this stuff. So Twitter is saying, yeah, disclaimed any access to this stuff. If we gave it to you now, in our judgment, you are likely to go on a Twitter rampage and destroy the value of this company. And so guess what? We don't have to give you that information right now.

0:40:53 Thomas: That makes sense to to put it in the analogy term, so maybe I understand it. Let me ask you this. Let's say we're in that housing contract thingy, the homeowner's like, you know what? Fine. Walk on the roof. I don't care, because you already have expressly said, like, you've waived all these rights to whatever. And then you let Elon Musk walk on your roof and he sees a tiny little crack. Does the fact that you've let him walk on the rooftop and inspect it mean that he can then cancel the deal because of the tiny little crack? Or wouldn't it just still be like, Okay, cool, there's a tiny little crack, you you already said that doesn't matter, so you can't get out of the deal.

0:41:27 Andrew: That's right. It is the latter. I'm glad that you made that clarification. Twitter could grant Elon Musk all of the information that he wants, and then what he would do is make a request for some different kinds of information. Right, what he deliberately asked for here is the most sensitive, right, data that he knew Twitter had. It was not a chance in hell they were going to give it to, because him, right? Yeah, I am sure, I'm very confident that whatever Twitter's internal metrics are for figuring out whether something is a Russian bop, they, like, didn't figure out that about Donald Trump for five years. So, you know, I have a really, really low threshold for believing that it's a good system. What he wants, you know, this would be like saying, uh, you know, I'm buying KFC and, uh, you know, they, they won't let me access the, you know, 11 secret herbs and spices, and they're like, right, because you're a loud mouth on Twitter and the second we do that people are going to know that, you know, it is salt and MSG and, like,

0:41:33 Thomas: Right. But Yeah.

0:42:23 Thomas: Ha, ha,

0:42:23 Andrew: Nine other things that don't make any difference, right? A it's, slow-moving tractor chicken, uh, where Elon Musk is like, well, I'm gonna ask for information there's not a shot in hell you're gonna give me, and then I'm going to construct a misleading narrative around that.

0:42:23 Thomas: Ha, ha.

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0:44:59 Andrew: So that's where we are on Twitter bots. Um, that has led to folks saying, well, maybe they'll get specific performance, then. So let's talk a little bit about specific performance and, uh, the operative law in Delaware, which is where this would be headed if, right, this is litigated. Ordinarily, we've talked about this all the time, when you breach a contract the remedy is that the plaintiff is put in the position that they would have been in had the breaching party not breached their obligations, right? So I pay you a hundred dollars for a particular painting, uh, you run off with my hundred dollars, ordinarily my remedy is I get back the hundred bucks, right? Sometimes, uh, if you have think about, like, building a building, right? Like, like, you're supposed to have put the wiring in the building, and you don't.

0:45:47 Andrew: And then I, on belief and your assurances that you have, in fact, put the wiring in the building, I seal up all the walls, right? Well, now, you know, maybe just the amount I paid you isn't sufficient under the contract. Maybe I also get some consequential damages related to what it costs to open up the wall, you know, tear out that stuff and have somebody else put in the wiring.

But right, either way, the measure is making the plaintiff whole, putting the plaintiffs back in the position they would have been in had the breaching party not breached the contract. And in a few cases, courts will order specific performance. And that is that the defendant has to do the thing that they promised to do, because nothing else will really render that plaintiff hole again. Just money won't do it. You might imagine, this is an incredibly rare form of relief. But as you might imagine, it has been litigated, even in the context of giant corporations buying each other, like Elon Musk and Twitter. So I give you the case of In ray IBP versus Tyson Foods. So, you know, Tyson Foods, they're the frozen chicken people, IBP was a player in that market, and this was a case in in which IBP was able to enforce a specific performance clause and require Tyson Foods perform all of its obligations on the contract, including buying out, uh, the IBP shareholders. Now, as you might suspect,

0:46:32 Thomas: Wow.

0:47:21 Andrew: That case was a little bit different than the present case we have with Twitter. And, and and the main difference was that Tyson Foods were made serial efforts to purchase the company and drove away other bidders, in particular the Smithfield Ham Company. OK, so on December 3rd, 2000, Smithfield announced that it was going to buy out IBP for 30 bucks a share. Then IBP called up Tyson Foods and said, hey, based on the structure of the deal, if you can give us an all cash offer of 2850, we'll agree. And Tyson said, we agree. And then they had a deal. Then the IBP committee met uh to consider, and then with the advice of their banker, uh, the that committee said, uh, that the cash and stock bid exceeded the value at 2850 of the all stock Smithfield bid at 30.

0:48:18 Andrew: And then, uh, decided to accept the bid subject to the negotiation of a definitive merger agreement. Okay, that merger agreement fell through. They couldn't agree on those terms, so everything got unwound. Uh, and then they went back out to auction again, and the next time around, Smithfield Ham increases its bid out to $32. And went back to Tyson and said, yeah, we have a duty to maximize to our shareholders. We know you're super pissed off, but we got a new high bid and you've got to increase your bid or else we're going to go with them. They went back, increased their bid by a buck 50 a share to 30, and this time they agreed. At that time the deal finally was consummated.

0:49:05 Andrew: And then, during the entirety of moving from the consummation of the deal from Tyson to buy IBP to the actual closing, Tyson did the Elon Musk stuff. Right. They were like, yeah, we thought IBP had, you more of a presence in the poultry market than this. We thought that this information is not correct, and this information is not correct, and this information isn't correct. And IBP was like, hey, man, this is, this is our third rodeo with these folks. Like, they've, right, been trying to buy us for forever. You know, we disclosed as much as we want to disclose, and don't let them back out of this. That. Because, right, now in the, in the interim, the other salient fact is, of course, you know, Smithfield lost a ton of money. Right. And so they were driven out as a potential replacement buyer. Yeah.

0:49:52 Thomas: Very, very analogous.

0:49:53 Andrew: Yeah. And they were like, look, there is no award that you can give us right now that is going to make us whole other than making Tyson Foods buy us. And so the Delaware courts, at the end of the day, said, yeah, agree we with that. But they agreed with that, and Tyson Foods was now their butler. But there were several important, significant, salient differences between the Tyson Foods deal and the Elon Musk deal that I think are just absolutely fatal to any court awarding specific performance. The first is the question of irreparable harm. The question is, can you calculate what the damages are in this case? Well, you couldn't in the Tyson Foods case. Right, because the the last comparable bid was actually higher than the bid that they accepted, but then got withdrawn because that company is no longer willing to do it. So, you know, any kind of numerical value you would attach to the stock would be arbitrary. So Right. The first part was we don't really think we can calculate damages here when you have a liquidated damages clause.

0:50:10 Thomas: Wow, Tyson Foods is now your butler. Yeah.

0:51:07 Andrew: Right. Even if it doesn't cover the specific circumstances, the parties are going to say, Elon Musk is going to say, look, like we all agreed what their damages would be if this fell through. It's throughout the agreement over and over again. It's a billion dollars, right? Real money, but it shouldn't be more than a billion dollars and it shouldn't be something in addition to the billion. That's what we agree that damages will be. So damages are calculable in this case. We're not calculable. In the Tyson Foods case, that's not enough, I think, to conclusively rule out specific performance. But I think the next factors are, this is the most important one, which was Tyson had, the way it structured its deal, the capacity to complete the acquisition without burdening any outside party.

0:51:53 Andrew: Here, that's just not the case. In order to force a consummation of the deal, not only would you have to force the lending parties to contribute all of those loans, right?

0:52:02 Thomas: Yeah. To make those loans. Yeah, tank the Tesla

0:52:07 Andrew: Right.

0:52:07 Thomas: Stock price.

0:52:08 Andrew: Yeah. You'd you'd have to for because Elon Musk would be like, don't have thirty three and a half billion dollars in cash.

0:52:14 Thomas: Petition to turn Mr. Musk upside side down and shake him by his ankles till that billions of dollars falls out.

0:52:18 Andrew: Right. Exactly. I'm thinking the like trading places, like get in here, turn those machines back on. But yeah. I don't want to tell you that a Delaware court can't order somebody to sell their stock. They absolutely can. OK, that is within the remedies that they can award. But again, when you were trying to figure out equitably how to award damages for breach of contract. Right.

You would take into consideration, oh, by the way, like this is going to wreak an unbelievable hardship on lots of innocent parties here. Right. Namely, Tesla shareholders and lots of parties that the court will consider an innocent party. However, you feel about, you know, J.P. Morgan Chase. So it will affect third parties. Um, and that I think, because the way in which that particular deal was structured, uh, - that the cash offer to buy Tyson Foods increase the value to thirty dollars and then would be coupled, uh, with a collar, right, maximum - it would offer thirty dollars of of Tyson's stock for each share of IBP stock if you didn't want to take the $30 per stock buyout, right? So, right, if Tyson is trading at $300 a share, that is one-tenth of a share for every share that you have.

In other words, IBP stakeholders who wanted to benefit from the merger, right? Could take their acquisition in stock instead of just taking the cash buyout. So the combination of those two things, Tyson's right, cash reserves plus the fungibility of, oh, hey, we will replace your IBP stock with Tyson's stock at the election of each shareholder, me - that is a salient difference.

0:54:03 Andrew: And so if Musk amended the deal to say we will replace Twitter stock with the equivalent cash value in Tesla stock, that's something he would never, ever do, by the way, and carefully constructed this deal so that he didn't have to do that. If he did that, then, yeah, it would be much easier to to force him to consummate the deal. But no, I think those there's, I think two major factors are likely to prevent any court from ordering Musk to go ahead, no matter how much bad faith they think that there is there with specific performance, rather than just saying, yeah, you guys negotiated a walk away. Yes, you reserve the right to petition for specific performance. We have taken that under consideration, but we think the appropriate remedy here for Twitter is the billion dollars.

0:54:15 Thomas: Hmm. Yeah.

0:54:51 Andrew: And again, yeah. It's going to be tied up in litigation forever. So

0:54:54 Thomas: Oh, it is. So prediction now is that Musk will be the one liable for the billion dollars, assuming it ever works its way through the court system.

0:55:05 Andrew: Think that's right. Right. I think what's going to happen is October. Remember, we told you the two dates are October of 2022, which is coming up real soon, and April of 2023 if there are difficulties in getting approval from the shareholders, which there may be. Who knows, right? So at some point before the drop dead, drop dead date, I think the transaction will be canceled. I think everybody will point fingers at everybody else. But realistically, it will be Elon Musk who backs out of the deal. I think at that time, Twitter will sue Elon Musk in in Delaware, and that will begin a massive trial with huge mega coat firm lawyers on both sides that will take up to a decade to resolve. Yeah,

0:55:05 Thomas: Okay. Wow. Does this stuff really take that long? What a terrible legal system.

0:55:59 Andrew: It really will. It's I have said and I want to put together, you on my library of speeches that I have, I want to put together a this is what's wrong. You know, when you ask what's broken about the American legal system, nobody says what's broken about. The American legal system is when one giant corporation sues another giant corporation, but 100% that's what's broken about the American judicial system, so that's got to wait for another episode though, oh,

0:56:10 Thomas: Yeah. Yeah, yeah, yeah. So in the end we can force someone to carry baby to term, but we can't force Elon Musk to carry this deal to term. Is that kind of, and it's the final quintile time andrew it's in my contract that I get to sing 3.2 seconds of that that song every single final quintile or quartile time, and and

0:56:34 Andrew: What what a great soundbite, yes, okay, oh, I love that so much more than you playing Wonderwall.

0:57:00 Thomas: Uh, Why don't you go first, this is, this is the final quintyle in our group of hall of famers, our all-time greats, on patreon.com/law, start us up

0:57:06 Andrew: Oh, so I don't get to read the final decile. I'm I'm, but that being said, for yourself, I understand that's, I would do the same thing if I was in charge of deciles, uh, no, but the ninth decile is in fact my favorite decile, and so a big shout out to give to modest needs.org then visit deep fake stop.com anonymous emotion, and lemonade, not that Chris Wallace, Derrick Dude, big easy, blasphemy, Ronda the dork.com, Malcolm the dragon, the precious variant is

0:57:14 Thomas: I reserved that vintage for myself oh huh

0:57:46 Andrew: Holster, the all girl kiss tribute band. And I, this is now on my must see list. That sounds amazing. I am there for love holester, the old girl, Chris kiss tribute bed. And if you made that up just to cause the, Bravo, uh, brava, a string of unpronounceable characters, Liz puffy coats, her violence, it's w Malika Chandler Chris Waltrip, and they said I could be anything so I became two princes who adore you, and I changed my opinion on the Spin Doctors just, just because of you, yeah,

0:57:50 Thomas: And they could do Soggy Pants, Dejiri Belli at Patchy Set Last Baby, Heather L, Matthew Vernon, Ian and Ali, Dan Irizarry, Therese Chan, Eli Bosnick gets to change his patron name because Patreon gave up on his blog to President Teresa Gomez Adam, Adam Costa, David in Brooklyn Sam Donnell, Mitchell, Ice Cube or Ice T, I'm not sure Michael Rops, I agree with that 100%. And Sam Buck, who sits in the Conrad Michaels honorary top patron position right now. I think that was the way that we found the best of both worlds. Sam Buck is your top Hall of Famer, your all-time great sitting in the Conrad Michael's chair for all-time greatness.

0:59:04 Clip: Sometimes you eat the bar, and sometimes the bar will eat you.

0:59:10 Thomas: Now it's time for T3B answer time. Um. Oh yeah. I've been waiting for this one. Here we go. How did I do?

0:59:16 Andrew: Right, Thomas, this was a question about a city ordinance that bans all flyers consisting of wholly commercial advertisements on utility poles on the public sidewalks. The reason for the ordinance was to prevent litter. The city continued to allow other kinds of flyers to be displayed on those utility poles. As a result, approximately 50 of the 500 flyers that were up were then removed since they consisted of wholly commercial advertisements. Is the ordinance constitutional? And you narrowed down to one. Yes answer, yes, because it is commercial speech and subject to a lesser scrutiny than other kinds of speech. I want to tell you that that principle is correct, that right? Commercial speech is entitled to less protection than other types of speech, and to D, the answer you chose, no, because there is not a reasonable fit between the law and the outcome desired by the city.

1:00:06 Andrew: So first, look at the two answers you eliminated, which you were correct in eliminating. So you eliminated B, yes, because prohibiting litter is a substantial government interest and the ordinance is necessary to. That is not the correct standard, right? So you must show that it is a essential government interest, but the means must be narrowly tailored to achieve those ends, right, so, uh, C, you eliminated, no, because prohibiting litter is not a compelling governmental interest, again, that's not the requirement on intermediate scrutiny for commercial speech, you don't have to show that it is a compelling government interest, just that it's substantial one, however, uh, you must show under intermediate scrutiny certainly that there is a substantial government interest, that the statute directly advances that interest, and that the statue is narrowly tailored to achieve that interest, which means that it is a reasonable fit between the means and the ends.

And you went back, you looked at the fact they gave you in the fact pattern, you took down 10%. So the idea that this is really reducing litter, uh, doesn't seem to me, uh, didn't seem to you to be a reasonable fit, uh, between the stated objectives and the means employed, and therefore, uh, the answer D is indeed correct, no, there is not a reasonable fit between the law and the outcome desired by the city. Now, I want to be clear here, this is only because intermediate scrutiny was triggered, right, and intermediate scrutiny is triggered when you are discriminating between, between wholly commercial and other forms of speech.

So, right, you can do that when you're doing things like passing laws, for example, regulating that the commercial speech be, you know, not misleading to the consumer. You, I buy a book like that, book could be wholly misleading, right, you know, the secret life of ninjas, and then I, I read it and I'm like, oh man, it's super easy to be a ninja, and

1:00:23 Thomas: Yeah. Yes.

1:02:02 Andrew: Then I realized they totally misled me about how easy it was to be an ninja.

1:02:07 Thomas: They got you too, huh?

1:02:08 Andrew: So it would be silly, and I'm glad you laughed, right, to uh want to restrict fiction on the basis that it was misleading to consumers, it is not silly to want to restrict advertising on the base that it is misleading to consumers, so uh you, can make that distinction if, not, if this did, did not target a particular class of speech, i.e. all commercial speech, if this just said, uh, we want to get rid of all flyers, right, and suppose flyers were only 10 of the total litter in the city, and, right, just said, yeah, we're just using it, we're saying, doesn't matter what the content is, totally new, we just stop posting these damn flyers, they get people drop them, they become litter, and then you make the counter argument, hey look, um, there's also you ticker tape and envelopes and you know all sorts of other stuff, flyers

1:02:08 Thomas: Yeah. Okay. Yeah, mm-hmm. Boy, the city

1:02:58 Andrew: Are only 10, it really is, yeah, well that's, that, that's the thing, like, you could imagine somebody coming back to this scenario and being like, if the city is overrun with litter, I get that, I'm only getting rid of 10 of it, but like, yeah, that's right, you got to start somewhere, and and the Supreme Court has said, okay, start somewhere, but start somewhere that isn't drawing a constitutional distinction first, right, start by getting rid of something for neutral reasons, and if you're not willing

1:02:58 Thomas: Is just litter everywhere. You got to clean up this garbage dump of a city.

1:03:13 Thomas: Yeah. You got to start somewhere. Yeah, right. So now.

1:03:29 Andrew: To do that, then you, we have some doubts as to what your actual motivation here is for targeting this particular kind of speech, so

1:03:38 Thomas: All right, I nailed it. Well, let's found out who this week's big winner is as well.

1:03:43 Andrew: I'm gonna go with Jaeger von Kass, who writes, I think Thomas gets a passing grade with his answer D in T3BE this week, but the city doesn't, because while they have an interest in preventing litter, 10 just isn't a passing great on the bar exam, so the ordinance fails for not being narrowly tailored enough. So I guess D, a bunch of folks wrote uh in, we, we would also give a shout out to Brian Hip Quirk, who was a multiple time T3B winner who got it, but Jaeger got us first, and so therefore we're to give them, uh, the victory this week. Everyone give them a follow, they are at J-A-G-E-R-V-A and K-AAS on Twitter, and congratulations on being this week's winner.

1:04:26 Thomas: And that's our show, thanks so for listening, everybody, everybody, next episode, we'll be coming at you together, we do this occasionally, can't wait for that, so look forward to some really bad audio quality, no, a really fun episode where I will be struggling to get the best audio quality I can, we'll see you then.

1:04:42 Andrew: Bye

1:04:44 Clip: I move for a bad court thingy. You mean a mistrial? Yeah, that's why you're the judge and I'm the law talking guy.

1:05:18 Clip: www.openargs.com. Be sure to join the Facebook group at facebook.com/groups/Yodel Mountain and follow us on Twitter at OpenArgs. This podcast is a production of Opening Arguments Media LLC, all rights reserved. It is produced with the assistance of transcriptionist Heather Leverage, production assistant Ashley Smith, and additional contributions from Morgan Stringer and Debra Smith. Special thanks to Teresa Gomez, who runs our live shows and heads up the OA Wiki, follow at OA Wiki on Twitter. Additional thanks to the moderators of the Opening Arguments Facebook community, Emily Waters, Alicia Cook, Eric Brewer, Natalie Newell, Brian Ziegenhagen, and Teresa. And finally, thanks to Thomas Smith, who edits the show and created the fabulous theme music, which was used with permission.