If Elon Musk finds a particular court’s jurisdiction problematic, he simply moves his business empire to another jurisdiction, one that is preferably not replete with supposedly pesky judges. At least that is one of the theories that is doing the rounds today as Twitter has been formally merged with the shell entity X Corp.
As per a document that was recently filed with the San Francisco division of the United States District Court for the Northern District of California, Twitter has now been merged with the shell entity X Corp. The case pertains to a lawsuit against Twitter and its former CEO, Jack Dorsey, that was filed last year by the conservative activist Laura Loomer.
Bear in mind that Elon Musk had registered three shell companies in Delaware in April 2022, each bearing a variation of the name X Holdings. According to Elon Musk, the shell companies were meant to pave the way for an “everything app” on the pattern of Tencent Holdings’ WeChat super app.
However, the new entity X Corp. was registered in Nevada on the 09th of March, 2023. On the 15th of March, Elon Musk filed for Twitter’s merger with X Corp. Do note that X Corp. itself has a parent company, which bears the name X Holdings Corp. and was registered only in March 2023 with an authorized capital of $2 million. Musk remains the president of X Corp. and X Holdings Corp. He also continues to serve as the CEO of Twitter, Tesla, and SpaceX.
This brings us to the crux of the matter. In light of these shell companies, a question emerges as to why Elon Musk has seemingly abandoned the shell entities that he registered in Delaware last year and has instead opted for the ones registered in Nevada.
This has absolutely nothing to do with "speculation" about Musk's "'everything app' hopes" and everything to do with re-incorporating in Nevada, following the Delaware Chancery Court's clear signal that it won't tolerate Musk's abundant nonsense. https://t.co/jq7mI9uqbG
— E.W. Niedermeyer (@Tweetermeyer) April 11, 2023
Some believe that this might have to do with the acrimonious environment that prevails between the Delaware Court of Chancery and Elon Musk. After all, one can hardly forget the soap opera that ensued when Twitter’s former management sued Elon Musk in Delaware’s Chancery Court to compel him to consummate the agreement to take Twitter private in a $44 billion deal. For his part, the CEO of Tesla had tried his best to wriggle out of what he thought was a bad deal at the time, given the sizable difference between Twitter’s share price and the deal’s offer price of $54.20 per share.
However, as the trial commenced in October 2022 and it appeared likely that the Delaware Court of Chancery would enforce the takeover agreement, Elon Musk capitulated and expressed willingness to adhere to the original terms of the deal, eschewing objections over the quantum of bots that proliferated Twitter or the security concerns raised by a high-profile whistleblower.
Given Elon Musk’s less-than-savory experience of dealing with the Delaware Court of Chancery, it certainly appears a quintessential Musk thing to do to abandon Delaware altogether and adopt Nevada’s jurisdiction.
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