The July 12th lawsuit has some choice quotes[0] on exactly what was said.
>38. Section 6.9 of the Merger Agreement provided that for one year following the closing of the merger, Twitter would continue to provide Plan participants with “Severance payments and benefits . . . no less favorable than” those provided under Twitter’s policies immediately prior to the merger.
> 39. The same day the Merger Agreement was announced, Twitter’s then-CEO, Parag Agrawal and its then-Chairman Bret Taylor met with all Twitter employees and informed them that Twitter would continue to provide the severance Plan benefits for at least one year following the change in company ownership.
>42. The Acquisition FAQs relied on the Merger Agreement and stated that “[t]he terms of the agreement specifically protect Tweep [Twitter employees] benefits, base salary, and bonus plans (short/long term incentive plans) so they cannot be negatively impacted for at least one year from the closing date.” The FAQ specifically stated that, “[i]n the event of a layoff, any employee whose job is impacted would be eligible for severance.”
Note that Employees were not a party to the merger agreement.
Does an acquisition FAQ bind the company? I believe the argument is that it was effectively an offer to employees to stick around, and employees who did so effectively accepted the offer, at the cost of other opportunities in the market, and hence this was a binding contract. This doesn't seem so solid to me.
> I believe the argument is that it was effectively an offer to employees to stick around, and employees who did so effectively accepted the offer, at the cost of other opportunities in the market, and hence this was a binding contract. This doesn't seem so solid to me.
That's established law, it's the only way to hold companies to any of their promises.
>38. Section 6.9 of the Merger Agreement provided that for one year following the closing of the merger, Twitter would continue to provide Plan participants with “Severance payments and benefits . . . no less favorable than” those provided under Twitter’s policies immediately prior to the merger.
> 39. The same day the Merger Agreement was announced, Twitter’s then-CEO, Parag Agrawal and its then-Chairman Bret Taylor met with all Twitter employees and informed them that Twitter would continue to provide the severance Plan benefits for at least one year following the change in company ownership.
>42. The Acquisition FAQs relied on the Merger Agreement and stated that “[t]he terms of the agreement specifically protect Tweep [Twitter employees] benefits, base salary, and bonus plans (short/long term incentive plans) so they cannot be negatively impacted for at least one year from the closing date.” The FAQ specifically stated that, “[i]n the event of a layoff, any employee whose job is impacted would be eligible for severance.”
That final sentence in 42 is pretty solid.
[0] https://variety.com/wp-content/uploads/2023/07/McMillian-v.-...