Musk might be the richest man on Earth, but he is not above the (Delaware) court

Feature Image: HackerNoon’s Stable Diffusion AI, Prompt ‘all tech companies are based in delaware’

JURISDICTION

16. This Court has subject matter jurisdiction under 10 Del. C. § 341, 8 Del. C. § 111(a), and 6 Del. C. § 2708.

17. Personal jurisdiction over Parent and Acquisition Sub is proper because both are incorporated under the laws of Delaware and consented to jurisdiction by agreeing to “expressly and irrevocably submit[] to the exclusive personal jurisdiction of the Delaware Court of Chancery . . . in the event any dispute arises out of [the merger agreement] or the transactions contemplated by [the merger agreement].” Ex. 1 § 9.10(a).

18. Personal jurisdiction over Musk is proper pursuant to 10 Del. C. § 3104(c)(1) because, among other things,

(a) Musk formed Parent and Acquisition Sub, both Delaware corporations wholly owned by Musk, for the sole purpose of acquiring Twitter, a Delaware corporation; and

(b) Musk agreed to undertake “reasonable best efforts” to consummate the contemplated transaction, including by causing Parent and Acquisition Sub to deliver a Certificate of Merger to the Delaware Secretary of State. Id. §§ 2.3(a), 6.3(a).