Pampena против Маска — Судебное показание 19 мая 2025 г. Видеозаписанное судебное показание Маска в исковом заявлении акционеров Twitter о его утверждениях 2022 года о поддельных аккаунтах и выведении операции «на паузу».
Видеозаписанное судебное показание Маска в исковом заявлении акционеров Twitter о его утверждениях 2022 года о поддельных аккаунтах и выведении операции «на паузу».
Расшифровка Attorney
The calculation that you're referring to in this tweet, were you referring to Twitter's calculation of fake accounts underlying its SEC filings? Right.
Attorney
And the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right?
Attorney
And when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close? Right.
Just that there's a temporary delay.
Attorney
Delay on the deal closing?
Attorney
A temporary delay until you receive this information?
Attorney
Did you instruct any of your advisors to suspend the purchase?
Attorney
Did you tell your attorneys to stop working on the deal?
Attorney
Did you tell your bankers to stop working on the deal?
No. This is. We're literally just waiting for the documents.
Attorney
Had you received at this point in time, May 15, any analysis from Twitter that there was more than 5%?
Attorney
When you said might be over 90%, why did you use that number?
I'm simply saying that I had no basis at this point for a rational number calculation. So it was not impossible that it could be some very high number.
Attorney
And just so I'm following. So the first question is how you identify those hundred and then of those hundred, how do you determine whether they're real or fake?
Attorney
You're saying Twitter didn't give you that answer?
I never got an answer for how they picked the hundred and I never got an answer for how they determined of the hundred which one's real. Does that sound like a method to you? Doesn't sound like a method to me.
Attorney
And your advisor?
Attorney
Did anyone ever tell you that Quinn Emmanuel had received backup data on Twitter's sampling process on July 1, 2022?
Attorney
Would that have been something that you would have wanted to know before you terminated the deal a week later?
Attorney
Did you find it useful for your data scientists to meet with Twitter's data scientists?
Attorney
Do you know if that was done?
Attorney
Did anyone advise you that Twitter had made that invitation?
Attorney
It's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you? Is it fair to say that you don't recall any of your advisors that are copy on this letter, Alex Spiro, Andrew Rossman, or the attorneys from SCAD and ARPS relaying the invitation that Twitter had made for your data scientists to meet?
Attorney
Kate also writes in the fourth paragraph, quote, as follow up, he offered to have a smaller group discussion with Elon to for him and Parag. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention. And instead explaining activity versus MDAU will better frame the question. Close quote. Did you ever receive that message from any one of your team members?
Attorney
Did you have any follow up group discussions with Ned or Parag?
Attorney
How did their methodologies differ from what Twitter was doing?
Attorney
The stock market went up about 27%.
Attorney
Does that surprise you?
It went up 20%. Are you saying it went up 27% in one day?
Attorney
Yes. 27%. After this filing was made.
Attorney
Would that surprise you?
Attorney
Would it surprise you that it went up at all after this filing?
Well, the stock market, stocks go up and down. But if you're saying actually you're saying it went up 27% in one day. Is that correct?
Attorney
When did you conduct the analysis?
Shortly after the acquisition.
Attorney
Did you use outside data scientists to perform this calculation?
No, we just. We could do internal analysis.
Attorney
And who at Twitter performed this analysis?
Attorney
Was it one person? 10 people? Was it a team?
Attorney
And you can't identify any of those people?
Attorney
Was this calculation documented somewhere?
Attorney
Did you inform advertisers that fake accounts represented a higher percentage of the platform's account holders?
Attorney
Did you inform your equity or debt investors that fake accounts represent a higher percentage of the platform's account holders?
Not beyond my public statements.
Attorney
So you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders? Correct. Other than your public statements?
Not other than the public statements.
Attorney
After you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate?
Attorney
Do you have a public accountant at X?
Pricewaterhouse, I believe.
Attorney
Is Price Waterhouse your accountant?
Attorney
Did you form Price Waterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate?
Not beyond my public statements.
Attorney
Yet after all that, you agreed eventually to dismiss your claims and to buy Twitter, correct?
Attorney
And you did that because you thought the judge in Delaware would order you to buy it?
I was told that we would not receive a fair hearing from Kathleen McCormick that she has. She had a strong bias against me. And her subsequent ruling regarding the Tesla shareholder vote showed that to be true.
Attorney
And is that the reason you agreed to capitulate on the Twitter case?
Yes. I did not believe I would receive a fair hearing.
Attorney
Any other reason?
Attorney
Why do you think she's biased against you just because of her rulings?
Attorney
Were you able to obtain the debt financing even without the information that you claimed Twitter had not provided you?
The debt financing came through? Yes.
Attorney
Were you able to obtain equity financing even without the information that you claim Twitter had not provided you?
Attorney
You told Morgan Stanley that Twitter could be worth 200 to $300 billion under your ownership. Do you remember that?
Attorney
Did you feel that at the time,
I thought there was a lot of untapped potential.
Attorney
Did you tell Morgan Stanley, during these initial stages, before you made an offer, that you believed Twitter's real user numbers were much lower than the numbers Twitter was disclosing?
Yeah. I thought Twitter was exaggerating the numbers.
Attorney
Have you ever heard of the term monetizable daily active users?
Attorney
That was the metric that Twitter was using?
Attorney
Had you, as of April 11, 2022, looked at its MDAU numbers?
I'm not sure of the date.
Attorney
Do you remember when the first time is that you focused on those numbers?
I think it may have been when I met with Parag and Ned in San Jose. I think it was in San Francisco.
Attorney
Oh, in San Francisco on May 6th.
I don't know the exact date, but
Attorney
it was after the deal closed or. Sorry. It was after the deal was signed?
Attorney
You wanted the right to take confirmatory business due diligence as part of this offer?
Attorney
And why did you want to do that?
We just need to make sure that the public statements are accurate.
Attorney
Anything more in particular?
Attorney
Prior to signing, did you or anyone acting on your behalf ever ask for the underlying data used to make that estimate?
Attorney
Prior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process?
Attorney
Prior to signing, on April 25, 2022, had you asked a single question about the prevalence of fake accounts on Twitter's platform?
I mean, I'd raised many times with Jack that, you know, what was he doing about the fake and spam accounts that were plaguing the system?
Attorney
Other than those conversations with Mr. Dorsey that you described before? Any other conversations?
Attorney
Did anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to estimate the percentage of fake accounts?
Attorney
Anything Prevents you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users?
Attorney
At this meeting, was anybody upset to the other side, like perceptively upset?
Attorney
So at the meeting itself, did you express your displeasure to them?
Attorney
Do you remember one way or the other?
I don't recall exactly what I said, but I wouldn't have been particularly pleased that they could not just justify that the how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company.
Attorney
I understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting?
Attorney
Do you remember specifically what you said?
Attorney
Is it fair to say that Ned and Prague's description of Twitter's methodology was not so concerning that it caused you to request to meet with Twitter's management team or its engineers or its sampling team members to better understand the basis for the calculations?
Attorney
You never did that on May 6, and you never did that after May 6, right?
Attorney
The calculation that you're referring to in this tweet, were you referring to Twitter's calculation of FIC accounts underlying its SEC filings?
Attorney
And the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right?
Attorney
And when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close, Right.
Just that there's a temporary delay.
Attorney
Delay on the deal closing?
Attorney
A temporary delay until you receive this information?
Attorney
Did you instruct any of your advisors to suspend the purchase?
Attorney
Did you tell your attorneys to stop working on the deal?
Attorney
Did you tell your bankers to stop working on the deal?
No. This is literally just waiting for the documents.
Attorney
Had you received at this point in time, May 15, any analysis from Twitter that there was more than 5%?
Attorney
When you said it might be over 90%, why did you use that number?
I'm simply saying that I had no basis at this point for a rationale number calculation. So it's not impossible that it could be some very high number.
Attorney
And just so I'm following. So the first question is how you identify those hundred and then of those hundred, how do you determine whether they're real or fake?
Attorney
You're saying Twitter didn't give you that answer?
I never got an answer for how they picked the hundred and I never got an answer for how they determined of the hundred which one's real. Does that sound like a method to you? Doesn't sound like a method to me.
Attorney
And your advisor.
Attorney
Did anyone ever tell you that Quinn Emanuel had received backup data on Twitter's sampling process on July 1, 2022?
Attorney
Would that have been something that you would have wanted to know before you terminated the deal a week later?
Attorney
Did you find it useful for your data scientist to meet with Twitter's data scientists?
Attorney
Do you know if that was done?
Attorney
Did anyone advise you that Twitter had made that invitation?
Attorney
It's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you?
Attorney
And is it fair to say that you don't recall any of your advisors that are copy on this letter, Alex Spiro, Andrew Rossman, or the attorneys from SCAD Interps relaying the invitation that Twitter had made for your data scientists to meet?
Attorney
Kate also writes in the fourth paragraph, quote, as follow up, he offered to have a smaller group discussion with Elon to for him in Parag. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention. And instead explaining activity versus MDAU will better frame the question. Close quote. Did you ever receive that message from any one of your team members?
Attorney
Did you have any follow up group discussions with Ned or Parag?
Attorney
How did their methodologies differ from what Twitter was doing?
Attorney
The stock market went up about 27%.
Attorney
Does that surprise you?
It went up 20%. Are you saying it went up 20% in one day?
Attorney
Yes. 27% after this filing was made.
Attorney
Would that surprise you?
Attorney
Would it surprise you that it went up at all after this filing?
Well, the stock market. Stocks go up and down. But if you're saying actually you're saying went up 27% in one day. Is that correct?
Attorney
When did you conduct the analysis?
Shortly after the acquisition.
Attorney
Did you use outside data scientists to perform this calculation?
No, we just. We could do internal analysis.
Attorney
And who at Twitter performed This analysis, I'd article. What was it? One person, 10 people? Was it a team?
Attorney
And you can't identify any of those people?
Attorney
Was this calculation documented somewhere?
Attorney
Did you inform advertisers that fake accounts represented a higher percentage of the platform's account holders?
Attorney
Did you inform your equity or debt investors that fake accounts represented a higher percentage of the platform's account holders?
Not beyond my public statements.
Attorney
So you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders? Correct. Other than your public statements?
Not other than the public statements.
Attorney
After you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate?
Attorney
Do you have a public accountant at X?
Pricewaterhouse? I believe.
Attorney
Is Price Waterhouse your accountant?
Attorney
Did you form pricewaterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate?
Not beyond my public statements.
Attorney
Yet, after all that, you agreed eventually to dismiss your claims and to buy Twitter, correct?
Attorney
And you did that because you thought the judge in Delaware would order you to buy it?
I was told that we would not receive a fair hearing from Kathleen McCormick. That she has. She had a strong bias against me. And her subsequent ruling regarding the Tesla shareholder vote showed that to be true.
Attorney
And is that the reason you agreed to capitulate on the Twitter case?
Yes. I did not believe I would receive a fair hearing.
Attorney
Any other reason?
Attorney
Why? Do you think she's biased against you just because of her rulings?
Attorney
Were you able to obtain the debt financing even without the information that you claim Twitter had not provided you the
debt financing came through? Yes.
Attorney
Were you able to obtain equity financing even without the information that you claim Twitter had not provided you?
Attorney
You told Morgan Stanley that Twitter could be worth 200 to $300 billion under your ownership. Do you remember that?
Attorney
Did you feel that at the time,
I thought there was a lot of untapped potential.
Attorney
Did you tell Morgan Stanley, during these initial stages, before you made an offer, that you believe Twitter's real user numbers were much lower than the numbers Twitter was disclosing?
Yeah, I thought Twitter was exaggerating the numbers.
Attorney
Have you ever heard of the term monetizable daily active users?
Attorney
That was the metric that Twitter was using?
Attorney
Had you, as of April 11, 2022, looked at its MDAU numbers.
I'm not sure of the date.
Attorney
Do you remember when the first time is that you focused on those numbers?
I think it may have been when I met with Parag and Ned in San Jose. I think it was in San Francisco.
Attorney
Oh, in San Francisco on May 6th.
I don't know the exact date.
Attorney
But it was after the deal closed or. Sorry, it was after the deal was signed?
Attorney
You wanted the right to take confirmatory business due diligence as part of this offer?
Attorney
And why did you want to do that?
I mean, we just need to make sure that the public statements are accurate.
Attorney
Right. Anything more in particular?
Attorney
Prior to signing, did you or anyone acting on your behalf ever ask for the underlying data used to make that estimate?
Attorney
Prior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process?
Attorney
Prior to signing on April 25, 2022, had you asked a single question about the prevalence of fake accounts on Twitter's platform?
I mean, I grazed many, many times with Jack, but. What was he doing about the fake and spam accounts that were plaguing the system?
Attorney
Other than those conversations with Mr. Dorsey that you described before? Any other conversations?
Attorney
Did anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to to estimate the percentage of fake accounts?
Attorney
Anything prevents you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users?
Attorney
This meeting. Was anybody upset to the other side? Like, perceptively upset?
Attorney
So at the meeting itself, did you express your displeasure to them?
Attorney
Do you remember one way or the other?
I don't recall exactly what I said, but I wouldn't have been particularly pleased that they could not just justify that the how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company.
Attorney
Understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting?
Attorney
Do you remember specifically what you said?
Attorney
Is it fair to say that Ned and Prague's description of Twitter's methodology was not so concerning, that it caused you to request to meet with Twitter's management team or its engineers or its sampling team members to better understand the basis for the Calculations?
Attorney
You never did that on May 6, and you never did that after May 6, right?
Attorney
The calculation that you're referring to in this tweet, were you referring to Twitter's calculation of fake accounts underlying its SEC filings? Right.
Attorney
And the details supporting the calculation refers to the fact that you were waiting on details from Twitter supporting its calculation, right?
Attorney
And when you said the deal was on hold pending this information from Twitter, you meant that until you received this information, the deal would not close, Right.
Just that there's a temporary delay.
Attorney
Delay on the deal closing?
Attorney
A temporary delay until you receive this information?
Attorney
Did you instruct any of your advisors to suspend the purchase?
Attorney
Did you tell your attorneys to stop working on the deal?
Attorney
Did you tell your bankers to stop working on the deal?
No. This is. We're literally just waiting for the documents.
Attorney
Had you received at this point in time, May 15, any analysis from Twitter that there was more than 5%?
Attorney
When you said might be over 90%, why did you use that number?
I'm simply saying that I had no basis at this point for a rational number calculation. So it was not impossible that it could be some very high number.
Attorney
And just so I'm following. So the first question is how you identify those hundred, and then of those hundred, how do you determine whether real or fake?
Attorney
And you're saying Twitter didn't give you that answer?
I never got an answer for how they picked the hundred, and I never got an answer for how they determined of the hundred, which one's real. Does that sound like a method to you? Doesn't sound like a method to me.
Attorney
And your advisor?
Attorney
Did anyone ever tell you that Quinn Emanuel had received backup data on Twitter's sampling process on July 1, 2022?
Attorney
Would that have been something that you would have wanted to know before you terminated the deal a week later?
Attorney
Did you find it useful for your data scientist to meet with Twitter's data scientists?
Attorney
Do you know if that was done?
Attorney
Did anyone advise you that Twitter had made that invitation?
Attorney
It's copied to Alex Spiro and Andrew Rossman. Did anyone at Quinn Emanuel pass along this letter to you?
Attorney
And is it fair to say that you don't recall any of your advisors that are copy on this letter? Alex Spiro, Andrew Rossman, or the attorneys from Skadden Arps Relaying the invitation that Twitter had made for your data scientists to meet,
Attorney
Cade also writes in the fourth paragraph, quote, as follow up, he offered to have a smaller group discussion with Elon to for him in Prague. He said he thought that would be constructive and more helpful than waiting for raw data output, some of which is limited due to data retention. And instead explaining activity versus MDAU will better frame the question. Close quote. Did you ever receive that message from any one of your team members?
Attorney
Did you have any follow up group discussions with Ned or Paragraph?
Attorney
How did their methodologies differ from what Twitter was doing?
Attorney
The stock market went up about 27%.
Attorney
Does that surprise you?
It went up 20%. Are you saying it went up 20% in one day?
Attorney
Yes, 27%. After this filing was made.
Attorney
Would that surprise you?
Attorney
Would it surprise you that it went up at all after this filing?
Well, the stock market. Stocks go up and down. But you're saying it went up actually, you're saying it went up 27% in one day. Is that correct?
Attorney
When did you conduct the analysis?
Shortly after the acquisition.
Attorney
Did you use outside data scientists to perform this calculation?
No, we just. We could do internal analysis.
Attorney
And who at Twitter performed this analysis?
Attorney
What was it? One person, 10 people? Was it a team?
Attorney
And you can't identify any of those people?
Attorney
Was this calculation documented somewhere?
Attorney
Did you inform advertisers that fake accounts represented a higher percentage of the platform's account holders?
Attorney
Did you inform your equity or debt investors that fake accounts represented a higher percentage of the platform's account holders?
Not beyond my public statements.
Attorney
So you did not have any direct communications with any equity or debt investor about your determination that spam and fake accounts represent a higher percentage of the platform's holders? Correct. Other than your public statements?
Not other than the public statements.
Attorney
After you took control of the company, did you instruct anybody at Twitter or X to inform advertisers that Twitter's prior estimates of fake accounts were inaccurate?
Attorney
Do you have a public accountant at X?
Pricewaterhouse, I believe.
Attorney
Is Pricewaterhouse your accountant?
Attorney
Did you form pricewaterhouse that you had determined that Twitter's prior estimates of fake accounts were inaccurate?
Not beyond my public statements.
Attorney
Yet after all that, you agreed eventually to dismiss Your claims and to buy Twitter, correct?
Attorney
And you did that because you thought the judge in Delaware would order you to buy it?
I was told that we would not receive a fair hearing from Kathleen McCormick. That she has. She had a strong bias against me. And her subsequent ruling regarding the Tesla shareholder vote showed that to be true.
Attorney
And is that the reason you agreed to capitulate on the Twitter case?
Yes. I did not believe I would receive a fair hearing.
Attorney
Any other reason?
Attorney
Why do you think she's biased against you just because of her rulings?
Attorney
Were you able to obtain the debt financing even without the information that you claim Twitter had not provided you?
The debt financing came through? Yes.
Attorney
Were you able to obtain equity financing even without the information that you claim Twitter had not provided you?
Attorney
You told Morgan Stanley that Twitter could be worth 200 to $300 billion under your ownership. Do you remember that?
Attorney
Did you feel that at the time?
I thought there was a lot of untapped potential.
Attorney
Did you tell Morgan Stanley, during these initial stages, before you made an offer, that you believed Twitter's real user numbers were much lower than the numbers Twitter was disclosing?
Yeah, I thought Twitter was exaggerating the numbers.
Attorney
Have you ever heard of the term monetizable daily active users?
Attorney
That was the metric that Twitter was using?
Attorney
Had you, as of April 11, 2022, looked at its MDAU numbers?
I'm not sure of the date.
Attorney
Do you remember when the first time is that you focused on those numbers?
I think it may have been when I met with Parag and Ned in San Jose. I think it was in San Francisco.
Attorney
Oh, in San Francisco on May 6th.
I don't know the exact date, but
Attorney
it was after the deal closed or. Sorry, it was after the deal was signed?
Attorney
You wanted the right to take confirmatory business due diligence as part of this offer?
Attorney
And why did you want to do that?
And we just need to make sure that the public statements are accurate.
Attorney
Anything more in particular?
Attorney
Prior to signing, did you or anyone acting on your behalf ever ask for the underlying data used to make that estimate?
Attorney
Prior to signing, did you ever ask to speak to any Twitter employees involved in their estimation process?
Attorney
Prior to signing on April 25, 2022, you asked a single question about the prevalence of fake accounts on Twitter's platform.
I mean, I grazed many, many times with Jack, but, you know, what was he doing about the fake and spam accounts that were plaguing the system.
Attorney
Other than those conversations with Mr. Dorsey that you described before? Any other conversation?
Not that I can recommend.
Attorney
Did anything or anyone prevent you from including language in the merger agreement requiring Twitter to describe its methodology and to provide you with all backup information it used to estimate the percentage of fake accounts?
Attorney
Anything prevents you from including specific language in the agreement requiring Twitter to provide you with Twitter's raw data regarding its users?
Attorney
At this meeting, was anybody upset to the other side? Like, perceptively upset?
Attorney
So at the meeting itself, did you express your displeasure to them?
Attorney
Do you remember one way or the other?
I don't recall exactly what I said, but I wouldn't have been particularly pleased that they could not just justify that. The how they calculated one of the most fundamental metrics in the system that was fundamental to the value of the company.
Attorney
I understand that's how you felt internally, but did you express that to anyone at Twitter at the meeting?
Attorney
Do you remember specifically what you said?
Attorney
Is it fair to say that Ned and Prague's description of Twitter's methodology was not so concerning that it caused you to request to meet with Twitter's management team or its engineers or its sampling team members to better understand the basis for the calculations?
Attorney
You never did that on May 6, and you never did that after May 6, right?