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Speaker 1: This is Bloomberg Law with June Bresso from Bloomberg Radio.

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Speaker 1: Frustration with the pace of the Johnstice Department's investigation into

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Speaker 1: the January sixth attack on the Capitol has spilled over

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Speaker 1: into public criticism, including this direct message in March for

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Speaker 1: Attorney General Merrick Garland from Democratic Congresswoman Elaine Luria. Attorney

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Speaker 1: General Garland, do your job so that we can do ours.

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Speaker 1: And a federal judge, David Carter, has basically given prosecutors

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Speaker 1: a blueprint for how they can indict the former president

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Speaker 1: and wrote, based on the evidence, the court finds it

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Speaker 1: more likely than not that President Trump corruptly attempted to

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Speaker 1: obstruct the joint session of Congress on January six. It's

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Speaker 1: been a year and a half since thousands of Trump

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Speaker 1: die hards overran the capital, and the House is January six.

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Speaker 1: Committee will hold hearings in primetime Thursday. But as far

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Speaker 1: as the Justice Department's massive investigation into the most serious

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Speaker 1: attack on American democracy in the modern era, seventeen months

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Speaker 1: in and prosecutors have scored relatively few felony convictions and

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Speaker 1: face growing pressure to go after higher level targets, including

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Speaker 1: the organizers and the former president himself. However, there are

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Speaker 1: indications that the investigation is entering a more aggressive phase

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Speaker 1: with respect to potential felonies committed by lawyers and organizers

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Speaker 1: ahead of January six to stop the vote certification. Joining

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Speaker 1: me is Chris Strom Bloomberg Legal Reporter. Give a sort

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Speaker 1: of the scorecard for the investigation so far. You know

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Speaker 1: how many prosecutions, how many convictions? Give a sort of

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Speaker 1: the scorecard for the investigation so far. You know how

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Speaker 1: many prosecutions, how many convictions. The investigation has been criticized

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Speaker 1: for moving at the glacial pace, and I think the

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Speaker 1: statistics back up some of the criticism. So far, as

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Speaker 1: the Department has brought charges against about eight hundred and

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Speaker 1: fifty individuals, but by far most of the charges are

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Speaker 1: for misdemeanors on the day of January six, such as,

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Speaker 1: you know, illegally entering the Capitol building, as opposed to

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Speaker 1: any kind of major offenses like felony offenses. Those offenses

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Speaker 1: are much more limited in terms of the charges that

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Speaker 1: the Department is bringing. So far, the department has charged

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Speaker 1: about two hundred fifty people with assaulting or resisting officers,

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Speaker 1: which is one of the most serious charges that has

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Speaker 1: been brought. In terms of resolutions to some of these cases,

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Speaker 1: two hundred fifty people have pleaded guilty to misdemeanors and

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Speaker 1: sixty impleatly guilty to felony. In terms of sentencing, by far,

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Speaker 1: most people are getting probation or finds that are very limited,

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Speaker 1: and the most serious punishment so far has gone to

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Speaker 1: one person who was sentenced to about five years in prison,

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Speaker 1: So that's a significant prison sentence, but that's an exception.

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Speaker 1: It's believed that two thousand to two thousand people are

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Speaker 1: ultimately going to be charged, but the Department has only

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Speaker 1: brought charges against eight hundred and fifty people so far,

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Speaker 1: and there's been no charges brought for the potentially criminal

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Speaker 1: activities that were taking place before January six by former

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Speaker 1: President Trump and his lawyers and his inner circle in

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Speaker 1: terms of bringing charges related to creating false electors or

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Speaker 1: trying to alter vote, or organizing and fundraising to prevent

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Speaker 1: the certification of the election. Attorney General Merrick Garland has said,

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Speaker 1: I think several times that they're going to follow the

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Speaker 1: evidence wherever it leads, but there seems to be no

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Speaker 1: confidence that they will pursue the former president, if that's

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Speaker 1: where the evidence leads, well, there's an interesting dichotomy that

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Speaker 1: that's happening with the investigation now. The charges against people

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Speaker 1: who had stormed the capital in January six are moving very,

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Speaker 1: very slow and have seemed to stagnate. But the investigative

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Speaker 1: activity against the small group of people who were part

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Speaker 1: of Trump's inner circle who were working to overturn the election,

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Speaker 1: the investigative activity against them is actually increasing at a

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Speaker 1: greater pace. The Justice Department has started issuing grand jury

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Speaker 1: subpoenas for information about organizing and fundraising activities in the

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Speaker 1: days before January six, about efforts to create false electors

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Speaker 1: in key states, and the Justice Department is now increasing

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Speaker 1: the pace of the investigation in the amount of investigative

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Speaker 1: activity into the actions of Trump and the key people

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Speaker 1: that we're working with Trump to try to overturn the election.

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Speaker 1: Deputy Attorney General Lisa Monico said, it's the most complex

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Speaker 1: and wide ranging investigation that I've seen in the Department's history.

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Speaker 1: Why so so current and former law enforcement officials, including

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Speaker 1: police of Monico will say that the volume of material

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Speaker 1: that has to be sorted through in order to bring

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Speaker 1: criminal charges is immense they are looking through terabytes of

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Speaker 1: data that includes surveillance footage, that includes mobile device location history,

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Speaker 1: that includes social media activity, and they have to piece

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Speaker 1: together these disparate pieces of information and connect them to

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Speaker 1: an individual who they positively identify in order to bring

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Speaker 1: charges against one person. And so just bringing charges against

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Speaker 1: one person for something they did on January six is

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Speaker 1: a complex process that investigators have to go through because

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Speaker 1: they need to bring charges that they believe they will

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Speaker 1: be able to prove in court to a jury and

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Speaker 1: that will withstand the criticism of judges and defense lawyers.

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Speaker 1: So the amount of material in order to bring charges

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Speaker 1: is significant for the activity on January six. And then

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Speaker 1: when you add in the additional investigative activity to look

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Speaker 1: at what was happening in the days and weeks leading

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Speaker 1: up to January six with efforts to prevent the certification

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Speaker 1: of the election and overturn the results of the election,

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Speaker 1: that is a whole another can of worms that the

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Speaker 1: Department is undertaking now, which includes grand jury subpoenas to

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Speaker 1: get information about activities and communications that Trump and Trump

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Speaker 1: allies and Trump lawyers were doing. And so the Department

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Speaker 1: is only really beginning that second process of getting at

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Speaker 1: information related to the activities that were taking place in

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Speaker 1: the days and weeks before January six, and the Department

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Speaker 1: has to collect that information and is facing resistance from

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Speaker 1: some of the people who are being subpoenas, and so

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Speaker 1: the Department has to go to court in order to

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Speaker 1: try to win rulings to force people to turn over

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Speaker 1: that information. And then the department has to use that

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Speaker 1: information and sort through it and determine what, if any,

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Speaker 1: criminal charges can actually be brought again with the standard

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Speaker 1: of proving to a jury that crimes were committed. So

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Speaker 1: in totality, the amount of information and the activity of

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Speaker 1: the investigation is what people describe as the most significant

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Speaker 1: undertaking that the Department has ever has ever done. While

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Speaker 1: we're on this point, do we know why the department

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Speaker 1: decided not to file charges against Mark Meadows and Dance Cavino.

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Speaker 1: So the department has provided very limited information about its

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Speaker 1: decision making process and specifically with regard to Meadows and Scavino.

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Speaker 1: The Department sent a letter to the Health Committee that

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Speaker 1: did the criminal referrals, telling the committee that a prosecution

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Speaker 1: is not is not justified because Meadows and Scoveno have

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Speaker 1: provided some cooperation to the committee and to the Department,

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Speaker 1: and also that they also have executive privileged claim and

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Speaker 1: so the Department hasn't provided a full explanation, but those

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Speaker 1: are two reasons that that they've cited. How large a

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Speaker 1: staff does d o J have handling the investigation in

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Speaker 1: the cases, so the investigation is involved d o J

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Speaker 1: staff across the country, including FBI field offices across the country.

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Speaker 1: The number of people who are actually dedicated to the

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Speaker 1: investigation full time is actually pretty small. It's about fifty

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Speaker 1: people on a full time basis. But the department rotates

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Speaker 1: in people as needed for certain cases, and it assigns

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Speaker 1: field offices and u S attorney offices to people in

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Speaker 1: those offices across the country to do certain work as needed.

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Speaker 1: And the Justice Department is looking for thirty four million

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Speaker 1: dollars to hire a hundred thirty one more lawyers to

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Speaker 1: work on the case. Now. Just this week, prosecutors added

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Speaker 1: charges of seditious conspiracy to its case against members of

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Speaker 1: the Proud Boys. Do we know why they're amping up

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Speaker 1: the charges? Does it tell you anything? Yeah? The new

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Speaker 1: charges against against members of the Proud Boys are the

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Speaker 1: most significant charges that the Department has brought to dates. Uh,

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Speaker 1: the seditious conspiracy charge is the most significant charge that

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Speaker 1: the Department has brought. It's been brought against a few

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Speaker 1: members of the oath Keepers, and now it's been added

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Speaker 1: to previous charges against some members of the Proud Boys.

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Speaker 1: And so what it signals is that, um, the government

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Speaker 1: is getting more information about how many people were involved

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Speaker 1: in actively plotting to stop the certification of the election

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Speaker 1: and has what the Department believes is enough evidence to

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Speaker 1: prove that in court. And so it just shows the

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Speaker 1: progression of the investigation and that the Department will bring

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Speaker 1: the most significant charges possible when it's warranted. You write

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Speaker 1: that among the cases well along the courts, the Justice

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Speaker 1: Department's biggest test will come in August. Tell us about that.

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Speaker 1: So in August, the members of the Proud Boys are

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Speaker 1: going to go on trial. The Justice Department will will

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Speaker 1: begin a trial against members of the Proud Boys on

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Speaker 1: felony charges of obstructing Congress from from certifying the election.

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Speaker 1: The new charges have been added to members of the

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Speaker 1: Proud Boys or seditious conspiracy. It's not clear that the

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Speaker 1: Department is going to proceed with those charges in August,

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Speaker 1: but the Department does plan to begin the first trial

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Speaker 1: alleging a conspiracy against one of the you know, extremist

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Speaker 1: organizations that were actively working to stop the certification. Has

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Speaker 1: the Department lost any of the trials. The Department has

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Speaker 1: not lost any jury trials. The department lost one bench

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Speaker 1: trial that that is the trial that was before a

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Speaker 1: judge and it was on a misdemeanor that the judge

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Speaker 1: acquitted the defendant and that's the only trial that the

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Speaker 1: Department has lost. But there's only been six trials. Three

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Speaker 1: oath keepers pleaded guilty to seditious conspiracy. Are they testifying

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Speaker 1: in any of the trials or are they just helping

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Speaker 1: the government behind the scenes, because there is a trial

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Speaker 1: of oath keepers on seditious conspiracy in September. Right now,

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Speaker 1: we don't have any statement that they're going to testify

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Speaker 1: during the trials. They have earned in cooperation agreements with

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Speaker 1: the government, so right now is providing investigatives information behind

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Speaker 1: the scenes. So from your reporting, the Justice Department is

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Speaker 1: entering a more aggressive phase of the investigation. There's kind

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Speaker 1: of two massive investigations that are that are going on.

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Speaker 1: One is very public in the sense that it's an

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Speaker 1: investigation to what happened on January six in the attack

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Speaker 1: on the Capitol, and that's where all of the charges

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Speaker 1: have focused so far. But the other part of the

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Speaker 1: investigation is now picking up momentum, which is looking at

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Speaker 1: the conspiracy by Trump and his allies to come up

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Speaker 1: with ways to prevent the certification of the election in

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Speaker 1: the days and weeks before January six, which includes creating

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Speaker 1: false electors, and the Department has now shown that it

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Speaker 1: is actively investigating that element of the whole effort to

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Speaker 1: stop the election certification. Thanks for being on the show, Chris.

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Speaker 1: That's Chris Strom. Bloomberg legal reporter Elon Musk is threatening

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Speaker 1: to walk away from his deal to buy Twitter if

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Speaker 1: the social network doesn't do more to prove that its

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Speaker 1: users are real people. In the securities filing on Monday,

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Speaker 1: Musk said he thinks Twitter is in material breach of

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Speaker 1: their merger agreement by not meeting his demands for more

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Speaker 1: information about spam and fake accounts. Complicating Musk's claims is

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Speaker 1: the fact that he's been complaining about Twitter's bots publicly

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Speaker 1: since before he made an offer to buy the company.

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Speaker 1: Here's Mosk at a Ted Talk in April. Well, a

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Speaker 1: top priority I have I would have is eliminating the

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Speaker 1: spam and scam butts um and the butt armies that

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Speaker 1: are on Twitter. Um. You know, I think I think

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Speaker 1: these these fun influence that they're not there, they make

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Speaker 1: the product much worse. Um if I you know, if

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Speaker 1: I had a dose coin for every cryptoscataway soul. The

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Speaker 1: problem for a mosque is not only that the merger

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Speaker 1: includes a one billion dollar breakup fee, but that he

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Speaker 1: can't just walk away by paying that The agreement includes

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Speaker 1: a specific performance provision that allows Twitter to force Musk

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Speaker 1: to consummate the deal in court if necessary. My guest

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Speaker 1: is Eric Tallely, a professor at Columbia Law School. Tell

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Speaker 1: me about this security filing on Monday. So this was

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Speaker 1: a letter from Elon Musk's attorney to Twitter. It probably

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Speaker 1: wasn't even something that had to be filed as an

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Speaker 1: SEC filing. This was a type of a private correspondence

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Speaker 1: that wouldn't necessarily be required to be sent out to

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Speaker 1: all public investors. But of course a lot of times

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Speaker 1: people do that if they want more optics for it

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Speaker 1: as well. So I view this as a type of

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Speaker 1: correspondence that was intended not just for Twitter, but also

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Speaker 1: for a broader audience. But the lawyers saying that Twitter

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Speaker 1: breached their agreement by not meeting more demands for information

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Speaker 1: about spam and fake accounts. So is this a legitimate

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Speaker 1: claim that his lawyer is making. It could be in theory,

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Speaker 1: depending on the nature of the context of the claim.

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Speaker 1: But this context already has some history behind it. So

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Speaker 1: Elon Musk has now for weeks been talking about the

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Speaker 1: spam and bought account issues that have caused him to

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Speaker 1: reconsider whether he wants to go forward with this transaction.

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Speaker 1: But the way that he had been phrasing this that

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Speaker 1: didn't really line up with the contract that he signed.

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Speaker 1: The contract that he signed didn't really directly allow him

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Speaker 1: to walk away just because there were spam or bought accounts.

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Speaker 1: In fact, he was loudly proclaiming that was the reason

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Speaker 1: that he should buy Twitter, so that he could get

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Speaker 1: rid of the spam and bought accounts. So the newest

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Speaker 1: strategy that he's undertaken, the one that you know clearly

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Speaker 1: has a little bit of involved in by his lawyer,

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Speaker 1: is to focus on a different part of the contract,

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Speaker 1: but one that still relates to his already professed concern

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Speaker 1: about spam accounts, and that's a disclosure obligation that Twitter

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Speaker 1: has to make if Musk makes information request to them,

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Speaker 1: And in this case, Musk had requested more information about

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Speaker 1: how they verify the fraction of accounts at Twitter that

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Speaker 1: our spam accounts, and presumably Twitter has been responding to

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Speaker 1: those requests for information. This letter states that at least

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Speaker 1: in Elon Musk's view, they have not responded adequately, and

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Speaker 1: their responses have been so inadequate so as to breach

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Speaker 1: the contract from their perspective. Now, that's an interesting move

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Speaker 1: because it now re focuses the attention on the conduct

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Speaker 1: of Twitter. But we don't know an awful lot about

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Speaker 1: exactly what the conduct of Twitter has been. It's pretty

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Speaker 1: clear they really want to close this deal. It's pretty

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Speaker 1: clear that they have the incentive to try to play ball.

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Speaker 1: If there are various types of request for information, they're

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Speaker 1: made forward by the same token. Twitter is also under

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Speaker 1: a contractual obligation itself to avoid making disclosures that would

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Speaker 1: breach someone's privacy rights, or that would be illegal, or

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Speaker 1: that would ultimately be inconsistent with their long term strategic

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Speaker 1: positioning and so there may be some sort of situations

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Speaker 1: where Twitter had said to Musk, yeah, we can give

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Speaker 1: you some information, but we can't give you so much

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Speaker 1: information that it would essentially undermine our ability to be

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Speaker 1: a competitor in this in this space, or would violate

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Speaker 1: some regulation or law, or might undermine someone's privacy rights.

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Speaker 1: And so my guess is at least viewed in a

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Speaker 1: microscope that to where this conflict really is living. But

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Speaker 1: in some sense this is all a bit of a

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Speaker 1: side show that is fronting for some buyer's remorse that

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Speaker 1: Elon Musk, no doubt has having signed up a deal

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Speaker 1: for fifty four dollars for a company that's in a

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Speaker 1: sector that has been somewhat in free fall for the

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Speaker 1: last couple of months. So the context in this situation

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Speaker 1: is that everyone kind of knew that he was desperately

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Speaker 1: looking around for a way to either get out of

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Speaker 1: the deal or renegotiate the price. His first strategy wasn't

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Speaker 1: a very good one. His second strategy has gotten lawyered

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Speaker 1: up a little bit more. But in the hindsight of

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Speaker 1: knowing that he was always trying to do this anyway,

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Speaker 1: it makes anyone, including a judge potentially much more skeptical

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Speaker 1: about whether this strategy is a bona fide strategy either.

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Speaker 1: So let's suppose that Twitter hasn't given all the information

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Speaker 1: because of privacy concerns. Is that enough to be a

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Speaker 1: material breach of Twitter's obligations under this agree No, generally not.

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Speaker 1: So there are two reasons why it's not. First of all, explicitly,

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Speaker 1: in the very same section of the contract that Mr

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Speaker 1: Musk's lawyer has been citing, Twitter retains the right not

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Speaker 1: to hand over information that would be confidential, that might

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Speaker 1: cause it to breach someone's privacy rights, or that might

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Speaker 1: undermine its future competitive position. And so it's conceivable to

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Speaker 1: me that that's the exact claim they're making. He's not

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Speaker 1: satisfied with it, but it is in fact baked into

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Speaker 1: their contract rights already. Moreover, if these are the types

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Speaker 1: of infirmities that can be cured over time, it also

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Speaker 1: wouldn't get him off the hook from the deal. It

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Speaker 1: would essentially possibly delay the closing of the deal until

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Speaker 1: they could resolve what would and would not be disclosed.

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Speaker 1: But it's not going to be a likely excuse to

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Speaker 1: walk away from the deal. So just explain, we've talked

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Speaker 1: about this before. Why it's more than just a one

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Speaker 1: billion dollar termination fee. Twitter can can force him to

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Speaker 1: go through the contract. Yeah, that as a general matter,

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Speaker 1: they can. Now, there are some situations in which he

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Speaker 1: would be able to walk away from the contract and

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Speaker 1: pay a one billion dollar termination fee, but those are

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Speaker 1: relatively small compared to the situations under which, you know,

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Speaker 1: Twitter could just force him to go through with his

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Speaker 1: side of the deal. Probably the biggest potential out he has,

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Speaker 1: and the way that kind of toggle onto this idea

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Speaker 1: that he could just walk away with a billion dollars

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Speaker 1: is if his financing fails for the transaction, and you know,

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Speaker 1: significant component of the purchase price is going to be

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Speaker 1: through money that's borrowed from third party lenders who have

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Speaker 1: themselves made commitment letters to Twitter. So one of the

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Speaker 1: possible reasons why Musk is trying to be so focal

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Speaker 1: and vocal about this particular issue is, you know, possibly

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Speaker 1: he is trying to encourage the very folks that he

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Speaker 1: arranged to lend him money to start getting cold feet

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Speaker 1: about lending him money, because if they get cold feet

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Speaker 1: and say, sorry, the deal is off, We're not going

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Speaker 1: to lend anymore. That's the one or one of a

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Speaker 1: few scenarios where he would plausibly be able to walk

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Speaker 1: away and be exposed only up to this billion dollar

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Speaker 1: termination feet. How long does Twitter have to wait before

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Speaker 1: it says, okay, we're going to court to enforce this contract. Well,

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Speaker 1: in principle, they could file suit anytime they wanted. I

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Speaker 1: think one of the things that you really want to

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Speaker 1: try to balance from Twitter's perspective is to assemble a

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Speaker 1: track record of acting in good faith, moving things along

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Speaker 1: in the direction of trying to close this transaction without

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Speaker 1: yourself getting hotheaded or overly demanding. So, you know, the

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Speaker 1: executives of Twitter and their legal team has no doubt

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Speaker 1: sort of taken this lesson to heart that they're in

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Speaker 1: a relatively strong position based on the contract to the

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Speaker 1: extent that Musk is trying to goad them into a

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Speaker 1: public spat or a spat that causes them to start

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Speaker 1: acting petty and withholding things that could just put them

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Speaker 1: in breach of this contract. So I think, you know,

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Speaker 1: their approach is probably the right one is to say,

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Speaker 1: navigate this boat as steadily as we can, realizing that

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Speaker 1: we're going to get hit by a tidal wave every

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Speaker 1: once in a while that's got Elon Musk's fingerprints all

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Speaker 1: over it, but keep sailing towards the north Star. And

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Speaker 1: if at some point he does something definitive as a

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Speaker 1: move to walk away from the deal, that's when we

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Speaker 1: will go ahead and file suit, having put together a

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Speaker 1: fairly lengthy track record of all the things that we've

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Speaker 1: done to try to consummate this deal, and all the

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Speaker 1: things that Mr Musk has done and possibly people who

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Speaker 1: are allied with him to try to kneecap the deal.

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Speaker 1: And both of these parties are under an obligation to

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Speaker 1: try to expend their efforts at at least not to

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Speaker 1: undermine the deal, if not to cause the deal to close.

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Speaker 1: Does it fit in any way or that must waved

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Speaker 1: a chance to look at Twitter's finances beyond what was

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Speaker 1: publicly available? Does that count against him in any way?

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Speaker 1: In principle it it hugely counts against him. You know,

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Speaker 1: this is endemically a problem when a buyer of a

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Speaker 1: large company that these are always relatively complex entities. You know,

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Speaker 1: it doesn't have always the same information that the seller might.

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Speaker 1: So there are a couple different ways to deal with it.

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Speaker 1: One is that you could just say, look, I want

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Speaker 1: to be able to do what's called due diligence on

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Speaker 1: this this purchase, and I want to investigate the value

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Speaker 1: of this company. I want access to your detailed proprietary

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Speaker 1: books and records. As a very very common way to

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Speaker 1: UH to engineer a deal involving, you know, situations where

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Speaker 1: buyers are worried that they don't know all the information.

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Speaker 1: He waived that, you know, and he was kind of

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Speaker 1: public about waiving it. The other way to do it

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Speaker 1: is potentially to have the sellers say, Okay, look, you

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Speaker 1: don't have to investigate these, but we're going to provide

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Speaker 1: various types of warranties and guarantees and representations that this

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Speaker 1: is going to be you know, completely fine. Um, you'll

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Speaker 1: you'll discover that, you know, what you're buying is as advertised.

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Speaker 1: And so I think that's kind of a corner that

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Speaker 1: he's backed himself into having not done any of the

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Speaker 1: due diligence. You know, He's been trying to formulate arguments

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Speaker 1: that suggests that Twitter made a concrete warranty about how

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Speaker 1: many spam accounts there are out there. The problem is

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Speaker 1: that that's not even all that clear either, there's nothing

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Speaker 1: explicitly in the contract. There's an indirect reference to their

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Speaker 1: prior securities filings, and that's essentially what he's seizing on.

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Speaker 1: But those prior securities filings that talk about the spam

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Speaker 1: accounts are themselves heavily lawyered and equivocal as to whether

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Speaker 1: they are definitive estimates as opposed to, well, this is

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Speaker 1: our best shot at telling you, you know, based on

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Speaker 1: our own sampling, what the fraction looks like, but we

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Speaker 1: might be wrong, and there are a bunch of different

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Speaker 1: ways to measure this. So to sum this all up,

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Speaker 1: this letter is it an attempt by Musk to create

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Speaker 1: a paper trail in his goal of blowing up the deal.

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Speaker 1: I think that's probably the best interpretation of what's going on,

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Speaker 1: at least to to create a colorable chance that he

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Speaker 1: could blow up the deal so that he could walk

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Speaker 1: back into a negotiating room with Twitter representatives and at

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Speaker 1: least negotiate for a lower price. It is not the

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Speaker 1: strongest hands to be playing, however, it's a It's not

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Speaker 1: an uncommon thing to do to sort of say, oh,

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Speaker 1: can I get a better price? But usually something really

401
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Speaker 1: unexpected has to happen. Or an egregious breach of a

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Speaker 1: covenant or a prominense has to have occurred, but that

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Speaker 1: doesn't seem to be the case, at least with what's

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Speaker 1: publicly known this far, other than the allegations that Mr

405
00:25:53,720 --> 00:25:57,399
Speaker 1: Musk or Mr Musk's lawyer have made. So he's not

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Speaker 1: playing a particularly strong hand. But people can sometimes win

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Speaker 1: on a bluff of a strong hand, and so I

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Speaker 1: think that's kind of the hope that Twitter will at

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Speaker 1: least back down enough to allow him to give a

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Speaker 1: slight haircut to the price of the deal that he

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Speaker 1: signed up at fifty four and twenty cents. From Twitter's perspective,

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Speaker 1: I think they also know that they're playing a relatively

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Speaker 1: strong hand legally, and they're not going to be that

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Speaker 1: willing to give ground. They might give ground a little

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Speaker 1: bit because litigation is costly, and it's time consuming and

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Speaker 1: it's distracting. So it's possible they would give a little

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Speaker 1: bit of ground just to grease the wheels. But Twitter's

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Speaker 1: negotiating posture is a relatively strong one. Now, if the mailstrom,

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Speaker 1: the public mailstrom, the letters like this kick up cause

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Speaker 1: the lenders to get cold feet, obviously, that could change

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Speaker 1: the equation a little bit, but it could also complicate it,

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Speaker 1: both for Musk and for the lenders. If he ends

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Speaker 1: up sort of being seen as deliberately trying to sabotage

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Speaker 1: his own deal. UH, that could put him on the

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Speaker 1: hook for various types of liabilities, both inside and outside

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Speaker 1: the terms of the contract. UH. And in addition, the

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Speaker 1: lenders themselves, to the extent that they're seen is effectively,

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Speaker 1: you know, conspiring with him to blow up the deal. UH.

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Speaker 1: They may not be able to walk away scott free either.

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Speaker 1: So it's somewhat perilous terrain. If in fact, what the

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00:27:26,840 --> 00:27:32,760
Speaker 1: calculated approaches here is to try to sneakily or coyly

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Speaker 1: recruit the lenders to bail out of a deal so

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Speaker 1: as to give Mr Musk an easier set of walking

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Speaker 1: papers himself. We'll see what Musk's next move is. Thanks Eric.

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Speaker 1: That's Professor Eric Talley of Columbia Law School, and that's

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Speaker 1: it for this edition of The Bloomberg Law Show. Remember

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Speaker 1: you can always get the latest legal news honor Bloomberg

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Speaker 1: Law Podcast. You can find them on Apple Podcasts, Spotify,

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Speaker 1: and at www dot Bloomberg dot com, Slash podcast, Slash Law,

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Speaker 1: and remember to tune into the Bloomberg Law Show every

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Speaker 1: week night at ten pm Wall Street Time. I'm June Grossow,

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Speaker 1: and you're listening to Bloomberg