A lot of people have been curious about Twitter's bot accounts for a while. I think Twitter doesn't really want to know what the actual bot count is, they would rather go with their estimate. Twitter reportedly has 400 million accounts. 5% is 20 million bots. I have no idea how many bots Twitter can detect per day, but if there are 20 million there could be 40 million.
I am agreeing with Musk on this one. I think there are way more than 20 million bot accounts on Twitter. I have seen new accounts suddenly gain hundreds of thousands, even millions, of followers almost over night. And it is not just Twitter that benefits from bot accounts. Monetized accounts claiming to have millions of followers are potentially defrauding their sponsors too. If this goes to court, I think Twitter has a lot to lose too. If the courts forces a third party audit of twitter accounts and they come back with a larger number of bots, there are going to be all kinds of lawsuits flying around for Twitter and also some major Twitter users who have been paid for sponsored tweets.
I think Musk will force this issue if Twitter plays hardball with him.
On the other hand, Twitter has gone through major account purges multiple times. They could argue they were making a good faith attempts to manage the bot problem. Still, if the number exceeds 5% Musk can walk away.
I think the market valuation decrease due to the drop in the stock market overall is the real reason behind him pulling out of the deal as it was.
That said, I do agree that he has a valid argument about the bot problem on Twitter.
However, no one is talking about the real problem Twitter is facing.
Twitter claimed only 5% of their accounts were bots in official SEC filings. As a public company, that information must be valid and accurate.
If Twitter was to find/prove that it was more than 5%, especially a lot more, then the SEC would likely investigate the company and all Twitter shareholders could conceivably file a class-action lawsuit against the company for misrepresenting their public disclosure details.
In other words, Twitter has a lot of incentive to never confirm or admit that more than 5% of their user accounts are bots.
The best strategy for Twitter's board would be to negotiate a lower purchase price with Elon Musk under the premise of the "major market downturn" being the justification.
If this does go to court, Elon Musk's lawyers will inevitably subpoena the data Twitter refused to provide. That could create a lot of financial headaches for Twitter, including SEC investigations and fines as well as shareholder lawsuits, even if they win a settlement from Musk beyond the $1 billion agreed to exit fee.