A recent Law 360 story by Hailey Konnath, “Twitter Rips Wachtell’s $90M Fee Battling Musk To Close Sale”, reports that Twitter has accused Wachtell Lipton Rosen & Katz of exploiting "lame duck fiduciaries" as it "ran up the tab" and collected a "gargantuan" $90 million fee helping it defeat Elon Musk's effort to back out of his $44 billion acquisition, according to a lawsuit filed in San Francisco County court.  Twitter's new parent company, X Corp., said the firm violated its fiduciary and ethical obligations to the company, which had been "left unprotected by lame duck fiduciaries who had lost their motivation to act in Twitter's best interest" pending the $44 billion sale to Musk.  The company said the fee payment made to Wachtell was done under an "unenforceable contract" and must be voided.

Wachtell initially agreed to work on an hourly fee basis, but it later also solicited a "success fee" on top of its hourly billing, Twitter said in its complaint filed.  Wachtell's earlier invoices totaled $17.9 million, the company said.  "The $90 million fee collected from Twitter for a few months of work on a single matter represented nearly 10% of Wachtell's gross revenue in 2022, and over $1 million per Wachtell partner," according to the suit.

Twitter accused the firm of being at "the center of a spending spree" by Twitter's departing executives in the days and hours leading up to the deal's closing in October.  Those executives "ran up the tab at Twitter by, among other things, facilitating the improper payment of substantial gifts to preferred law firms like Wachtell," it said.  "Fully aware that nobody with an economic interest in Twitter's financial well-being was minding the store, Wachtell arranged to effectively line its pockets with funds from the company cash register while the keys were being handed over to the Musk parties," the complaint read.

Twitter hired Wachtell as part of the legal team that sued Musk in Delaware's Court of Chancery last year after the billionaire tried to back out of his promise to buy the company.  Ultimately, the firm helped Twitter obtain an expedited trial that put pressure on Musk before he finally agreed to close the deal on its original terms.  According to the complaint, Wachtell submitted "massive invoices" totaling millions of dollars in hourly billings from its partners, with "completely blank time entry descriptions."

Then, on the eve of the merger closing, the firm proposed to fundamentally alter its arrangement to secure additional compensation, Twitter said.  It did so "with the firm's work on the merger litigation in the Delaware Chancery Court already concluded, and without any foreseeable need for Twitter to utilize its services again," the company alleged.  Members of the departing Twitter board of directors had already signed their resignation letters when they met for the last time and signed off on the payment to the firm, Twitter said.

In the months since the Musk takeover, Twitter has been mired in controversy stemming from Musk's leadership.  A number of former workers who were laid off or resigned following the merger say the company has refused to pay them promised severance.  Twitter has also been accused of violating the Worker Adjustment and Retraining Notification Act and California's Private Attorneys General Act by failing to notify employees of layoffs.

On top of that, property owners have said Twitter stopped paying rent at its San Francisco and United Kingdom headquarters.  And former Twitter executives say the company owes them more than $1 million in legal expenses they've incurred responding to lawsuits and regulatory inquiries.