The 5 Biggest Bombshells From the SEC's Lawsuit Against Elon Musk

The Security Exchange Commission filed a lawsuit against Elon Musk in federal court on Thursday afternoon, accusing him of misleading the public when he announced he was taking Tesla private during an August 7 tweet storm. The lawsuit claims that Musk made false and misleading statements that “caused significant confusion and disruption in the market for Tesla’s stock and resulting harm to investors.”

The statements in question began with Musk’s now-infamous tweet: “Am considering taking Tesla private at $420. Funding secured.” Musk went on to double-down on his statement in subsequent tweets, saying that a shareholder vote was the only obstacle remaining before Tesla could go private. 

That, of course, proved to be false. As a result, the SEC is suing Musk directly, requesting that the court require Musk to pay civil penalties and bar him from running any publicly traded company, including Tesla.

I read through the SEC’s 23-page complaint, which you can find here. Here are five big highlights from the allegations.

1. Musk picked the price because he thought it was funny.

The complaint speaks for itself here:

According to Musk, he calculated the $420 price per share based on a 20% premium over that day’s closing share price because he thought 20% was a “standard premium” in going-private transactions. This calculation resulted in a price of $419, and Musk stated that he rounded the price up to $420 because he had recently learned about the number’s significance in marijuana culture and thought his girlfriend “would find it funny, which admittedly is not a great reason to pick a price.”

2. The company’s chief financial officer, head of communications, and general counsel tried to do damage control almost immediately.

Tesla’s CFO sent a text message to Musk 35 minutes after his tweet went up: “Elon, am sure you have thought about a broader communication on your rationale and structure to employees and potential investors. Would it help if [Tesla’s head of communications], [Tesla’s General Counsel], and I draft a blog post or employee email for you?” Musk replied, “Yeah, that would be great.” Tesla’s Chief Financial Officer then replied, “Working on it. Will send you shortly.” Musk sent out an email providing his rationale for wanting to go private to Tesla employees, which was also posted to the company blog, about two hours later.

3. The questions started almost instantly, but Musk didn’t clarify things for six days.

Within minutes of Musk’s tweets, a Tesla investor texted Musk’s chief of staff, “What’s Elon’s tweet about? Can’t make any sense of it. Would be incredibly disappointing for shareholders that have stuck it out for so long.” Several minutes later, a business reporter texted the chief of staff, “Quite a tweet! (Is it a joke?).” Musk didn’t clarify until six days later, when he revealed for the first time that he was still in the discussion stage about taking the company private and that no official proposal had yet been presented.

4. Tesla’s head of investor relations apparently didn’t know the situation–which made things worse.

According to the complaint, at least three research analysts reached out to Tesla’s head of investor relations within hours of Musk tweeting to ask whether the company had actually secured funding. In all three cases, the exec confirmed that it had. “Firm offer means there is a commitment letter or is this a verbal agreement?” one analyst asked. The investor relations head wrote back: “I actually don’t know, but I would assume that given we went full-on public with this, the offer is as firm as it gets.”

5. The potential deal Musk thought he had with a Saudi Arabian fund might have been contingent on building a factory in the Middle East–but he never confirmed this detail. 

The Saudi Arabian fund first brought up the prospect of Tesla building a facility in the Middle East back in 2017. That possibility was presented again when Musk met with the group on July 31. According to the complaint, Musk showed he was open to the idea but made no commitment. “Musk assumed,” it reads, “that whether a Tesla production facility in the Middle East was a precondition to the Fund’s willingness to take Tesla private would depend on the amount of capital the Fund was required to commit to the transaction. Musk did not discuss his assumption with the representatives of the Fund.”