As background, "Wachtell allegedly changed the terms of their retainer at the very last second, to add a $75m bonus, and then had Twitter's lame duck board rubber stamp it even though Twitter gained nothing in exchange for this additional payment."

If Wachtell did what they're accused of, it's a shocking breach of ethics for us peon lawyers who don't fly high like Wachtell. It reminds me of the double standard in law (e.g. this article about how state bars go after black attorneys for nitpicky crap while letting elite white attorneys go for egregious stuff).

Well Wachtell finally (after months of delays) responded. First they cite a bunch of bloomberg law and other op-ed pieces (rofl) as authority for their right to do what they did. Pages and pages of stuff that has no legal weight and has nothing to do with the motion. That's garbage and desperate.

However, they add the following tidbit. Under the heading "Twitter retains Wachtell" (suggesting that this was done when the engagement letter was signed), Wachtell says that "Twitter and the firm also agreed—as reflected in contemporaneous documents—that Twitter would consider in good faith, at the conclusion of the engagement, the amount of the total final fee."

So apparently there are documents, created when the engagement letter was signed, which reflect Twitter's agreement to "in good faith" pay a success fee at the end. However, these "contemporaneous documents" are not described in any more detail, not quoted from, and are nowhere in the filing (even though a lot of other stuff, like the engagement letter and the op-ed stuff are). The attached declaration also doesn't swear to the existence of these contemporaneous documents.

At the end, Wachtell asks to move this to arbitration in front of JAMS. I guess it'll all come down to whether these contemporaneous documents exist and adequately papered.

Edit: I don't have time to respond to all the comments one by one, but in reading through them.

1. This isn't about whether Wachtell normally receives this much for M&A work. It's about whether they were entitled to it under their original engagement letter with Twitter.

2. Citing op-eds and news articles in a motion is a sign of desperation. It means you have no actual legal authority, or even secondary sources. Think about handing in a brief to a partner, that cites to a bunch of op-eds. Heck why not cite to reddit comments while you're at it.

3. The fact that these case-resolving "contemporaneous documents" are only mentioned in one sentence -- suggests to me that they don't really exist or that, if they do exist, they don't come close to papering a success fee into the original engagement letter. Why would Musk waste time filing a lawsuit if the original engagement letter fully documented the success fee? Also, in his original suit Musk said he asked for the full engagement letter from Wachtell and he included everything they provided in his complaint. So these "contemporaneous documents" weren't part of the engagement letter when Wachtell originally responded to Musk.

4. To those saying Wachtell is telling the public a story, the best way to do that would be to file a motion to dismiss citing those contemporaneous documents. It would be a pretty open and shut case. Moving for arbitration, instead of doing that, is highly sus. Arbitration is sus. in general in the public's eyes.

5. I think that was everything. I want to be clear I'm not saying Musk is right. I don't know what these contemporaneous documents say so we'll have to wait and see, but I hope the state bar investigates and writes a report laying out all the facts, and that it's not another example of the bar whistling with their nose in the air as they walk by an "elite lawyer" doing allegedly dirty crap.