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In the latest twist in the Twitter-Elon Musk saga, the company has sued the billionaire Tesla CEO in an attempt to force him to complete his US$44 billion (more than $65 billion) takeover .
Twitter claims in a lawsuit filed on Tuesday in Delaware that Mr Musk's "outlandish" and "bad faith" actions have caused the social media platform irreparable harm and sunk its stock price.
Twitter chairman Bret Taylor also said the lawsuit was filed to hold Mr Musk "accountable to his contractual obligations".
Legal experts say Twitter has a strong case, but the coming court battle could be long and contentious and the outcome uncertain.
So what's next for Twitter and Mr Musk in the battle over the social media company's future?
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Why is Twitter suing Elon Musk?
In short, Twitter wants to complete the deal both sides had agreed to, and says Mr Musk's reasons for backing out are just a cover for his cold feet because the takeover no longer makes financial sense for him.
In April, Mr Musk pledged to pay $US54.20 a share for Twitter, which agreed to those terms after reversing its initial opposition to the deal.
But the two sides have been bracing for a legal fight since the billionaire said on Friday that he was backing away from his agreement to buy the company
Twitter's lawsuit asserts: "Mr Musk refuses to honour his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests."
"Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Mr Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away," the suit states.
Mr Musk agreed to pay 38 per cent above Twitter's stock price at the time he offered the "take-it-or-leave it" deal, the lawsuit says.
But soon after, the stock market stumbled and shares of Tesla, where most of Mr Musk's personal wealth comes from, lost more than $US100 billion of their value.
Has Musk responded?
Not formally, although he has tweeted.
After Twitter filed the lawsuit, Mr Musk, who has more than 100 million followers, tweeted, "Oh the irony lol," without explanation.
Earlier in the week, he had taunted Twitter over the anticipated lawsuit, suggesting that the trial court discovery process — when both sides have to hand over evidence — would finally reveal the internal spam bot data he had been demanding.
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What happens next?
Barring the unlikely event of the two sides settling, the case is headed to trial, and a judge could start making decisions soon.
Twitter has told employees it asked for an "expedited trial" to be heard in September because it was "critically important" to get it resolved quickly.
"Delaware prides itself on being very fast in responding to urgent issues where there is a lot of public or shareholder attention," Lawrence Cunningham, a law professor and corporate governance expert at George Washington University, said.
But it could still end up dragging for weeks or longer, especially if either side tries to stretch it out.
Why Delaware?
Twitter filed its lawsuit in the Delaware Court of Chancery, which frequently handles business disputes among the many corporations, including Twitter and Tesla, that are incorporated there.
The court describes itself as the "nation's pre-eminent forum for the determination of disputes involving the internal affairs of the thousands upon thousands of Delaware corporations and other business entities".
The Twitter-Musk case, in that sense, is unusual because it involves a business suing an individual.
What are they arguing about?
The spam bot question will likely be a central theme, since that is the main pretext through which Mr Musk wants to back out of the deal, and it "might be a richer argument than people think," Donna Hitscherich, a Columbia University business professor, said.
Twitter claims in its lawsuit that Mr Musk started out saying he wanted to buy Twitter to rid it of "crypto spam" he viewed as a "major blight on the user experience", and take it private because "purging spam would otherwise be commercially impractical".
But when the stock market went south, Twitter says: "Mr Musk shifted his narrative, suddenly demanding 'verification' that spam was not a serious problem on Twitter's platform, and claiming a burning need to conduct 'diligence' he had expressly forsworn."
So, does the spam issue present a "material breach" of Twitter's obligation in the deal, as Mr Musk claims, because the company did not give him sufficient data to determine how many of the platform's 229 million accounts are fake?
Or is Mr Musk breaching his obligation to follow through with the contract he signed?
That's what the court will determine.
Could Musk be forced to buy Twitter?
That is certainly a possible outcome, though some experts say the court may not go that far. That said, the general sentiment favours Twitter in the suit.
In a case with potential relevance to Mr Musk's legal fight, the chancery court last year forced private equity firm Kohlberg & Co to go through with its $US550 million buyout of DecoPac, a company based in Minnesota that calls itself the world's largest supplier of cake-decorating supplies to professional decorators and bakeries.
The case was emblematic of the court's common — though not uniform — resolution of enforcing contractual obligations on buyers.
Other options include Mr Musk being forced to pay the $US1 billion break-up fee each side agreed to if deemed responsible for the deal falling through.
Or he might have to pay off a larger amount without actually buying the company for $US44 billion.
"If he's walked away from the deal, there'll be damages and it's not necessarily limited to the break-up fee," Professor Hitscherich said.
Delaware courts have been "very picky" about interpreting what counts as a valid reason for backing off of a deal, Professor Cunningham said.
The gap between what Mr Musk knew about Twitter in April and the state of the company today "has to be revolutionary," and there's little evidence of that, he said.
AP