The Case of Elon Musk: Securities Fraud and Being Careful with Your Tweets



.reading-box-container-103 .element-bottomshadow:Earlier,.reading-box-container-103 .element-bottomshadow:afteropacity:0.7;Schedule a Consultation: 858.483.9200The Case Of Elon Musk: Securities Fraud and Being Careful with Your Tweets

This past calendar year, Elon Musk, the CEO of Tesla, Inc., got himself in hot water with the Securities and Exchange Commission (“SEC”) about several statements he made and a few tweets he sent. The SEC regulates securities in the US and also is the agency assigned the job by Congress of regulating and punishing false and fraudulent information. As part of this settlement of the 2018 investigation, Musk entered into a settlement agreement during which he consented to be more cautious with his tweeting and his public statements. Specifically, he consented that his tweets could be evaluated by an internal committee at Tesla.

It appears that Musk did not stick to the process as he’s back in the news. Musk lately sent out a string of tweets on Twitter that have brought him back into court. Watch report here.

On February 19, 2019, Musk tweeted :

“Tesla made 0 cars in 2011, but will make approximately 500k in 2019. ”

As it turns out, that conversation was untrue. Musk fixed the tweet about four and a half hours later with this tweet:

“Meant to state production rate around ie cars/week that is 10k likely in the end of 2019. Deliveries for year estimated to be approximately 400k. ”

Any corporate CEO must be cautious about public statements like these because shareholders and investors use this kind of advice in making decisions. Was the advice that Tesla would make “around 500k” automobiles a surprise? What that “information? Did that advice prompt investors to purchase or sell Tesla stock? Potentially, Musk committed securities fraud with his first tweet. Securities fraud is usually described as a false statement or omission about a company or the value of its stock which induces others to produce monetary decisions — selling or buying stock — predicated on the false info. Normally, objective or reckless disregard is needed to constitute “fraud. ” Securities fraud is thought to be a crime and frequently leads to civil lawsuits. So, Musk’s untrue tweet could be awful for Musk and also for Tesla.

The legal lesson is be cautious that your tweets are particularly accurate, especially if you are a CEO. Be aware that the legal risks aren’t just for big corporations; the legal risks are as large for smaller corporations and businesses. Likewise, omissions and false statements aren’t just a concern for large companies that are publicly-held. With private placements and businesses, omissions and false disclosures have to be studiously avoided. A San Diego corporate lawyer with extensive experience in building and reviewing private placement memorandums should be kept.

The legal lesson is that it is most likely prudent not to tweet about performance whatsoever. The SEC and state authorities need quarterly and annual coverage. Those reports are thoroughly and closely checked for precision by people in the company and by corporate attorneys. Those reports would be the suitable place for information and statements about functionality; not tweets that are off-the-cuff-send-it-quick.

The Musk case will be intriguing. Musk is claiming because he has decreased the number and frequency of his tweeting that, despite his incorrect tweet, he did comply with the 2018 approval settlement. He is currently claiming that his First Amendment free speech rights are being infringed. Neither debate is likely to succeed the debate. No one has a free speech right to make statements that are governed by regulations.

Get San Diego Corporate Law

To Find out More, contact Michael Leonard, Esq. of San Diego Corporate Law. Mr. Leonard has the experience and dedication to provide all the legal services required for private offerings, the sale/purchase of a company, and also for mergers and acquisitions. Contact Mr. Leonard through email or by phoning -LRB-858-RRB- 483-9200. Like us around Facebook.

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