Florida pension fund sues Twitter, Elon Musk, says buyout cannot be completed until at least 2025

In a lawsuit filed on Friday by the Orlando Police Pension Fund, the fund claims Elon Musk’s buyout of the company violates Delaware law and cannot be completed until at least 2025.

In the lawsuit, the fund cites a Delaware law that requires at least two-thirds of shareholders – not including Musk himself – to agree to a takeover in the event that Twitter accepts a buyout offer.

The lawsuit says Musk cannot buy out the company until at least 2025 without that approval. The suit also accuses Twitter directors of breaching their fiduciary duties by accepting Musk’s buyout offer, and aims to recover any legal fees that have been lost due to what the suit alleges is an illegal takeover.

The proposed class action suit, filed in Delaware Chancery Court, says Musk became an “interested shareholder” when he took a stake of “more than 9 percent” in the company. Musk owns 9.6 percent of Twitter shares, according to the suit, making him the owner of more than 15 percent of the company. 

Due to the fact that Musk has agreements with other shareholders who are involved in financing the acquisition, the suit says Musk must either wait until 2025 or garner the support of two-thirds of shareholders in order to take over sooner.

Musk has not commented on the impending lawsuit, and Twitter has not responded publicly to the filing. Musk aims to complete his buyout of Twitter as soon as possible after the company accepted his $44 billion buyout offer last month.

At the time of the offer, Musk did not yet have the funds to make the acquisition, but has since secured funding from investors Morgan Stanley and Jack Dorsey, who also have shares in Twitter, and other financial investors and is rumored to be prepared to complete the deal.