A dispute over API throughput limits is at the heart of Elon Musk’s decision to bail out his proposed acquisition of Twitter.
Musk has made several public statements regarding his desire to know how many Twitter accounts are bot-run or otherwise inauthentic, as he believes the number of questionable accounts impacts the company’s value. The billionaire therefore sought information on Twitter’s methods for detecting and handling fake accounts before closing the deal.
One of the documents [PDF] Twitter filed after Musk pulled the plug includes a letter from Musk’s attorneys that details those efforts to obtain information.
These APIs contained a lower throughput limit than Twitter provides to its enterprise customers
A segment of the document claims that Musk and his team researched “a variety of documents for the board, including a functional bottom-up financial model for 2022, a budget for 2022, an updated draft plan or budget and a working copy of Goldman Sachs’ valuation model underlying its fairness opinion.”
“Twitter only provided a pdf copy of Goldman Sachs’ final board presentation.”
Other disclosures, the document says, “are accompanied by strings, use limitations, or other artificial formatting features, which rendered some of the information of little use to Mr. Musk and his advisers.
“For example, when Twitter finally provided access to the eight developer ‘APIs’ first explicitly requested by Mr. Musk in the May 25 letter, those APIs contained a lower rate limit than Twitter provides to its largest corporate clients.
“Twitter only offered to provide Mr. Musk with the same level of access as some of his customers after we explained that throttling the debit limit prevented Mr. Musk and his advisers from performing the analysis he wished to carry out within a reasonable time.
“In addition, these APIs contained an artificial ‘cap’ on the number of requests that Mr. Musk and his team can execute regardless of the rate limit – an issue that initially prevented Mr. Musk and his advisers from completing an analysis of the data within a reasonable time,” the document reads.
Musk and his team raised the issue of query limits on June 29, but Twitter didn’t change the limit until July 6 — after Musk called for it to be removed a second time.
Failing to meet the demands of the electric vehicle, tunneling, AI, space internet access, tequila, and rocket entrepreneur for better access to data provided by the API has created a situation in which Musk believed Twitter violated the merger agreement.
So he pulled the plug, leaving open questions as to why Twitter could only provide limited access to its APIs, or why it couldn’t offer more access given that it operates at scale.
If the decision was a tactic, it will no doubt become something for the courts to consider – and Twitter chairman Bret Taylor has previously indicated that the bird network intends to have the Delaware Court of Chancery heard in order that the agreement can be concluded.
Musk, for his part, spent the weekend tweeting about his space internet company Starlink and suggesting that the twin children he recognized last week were part of his effort to deal with the demographic crisis of the humanity. ®