Tesla CEO Elon Musk really , really wants to keep tweet without any other adult look over his shoulder , despite a settlement with the Securities and Exchange Commission last yr range himnot to air out tweetsthat could affect Tesla ’s livestock without getting pre - approval from company official .
At issue is a Feb. 19 tweet in which Musk twirp , and then corrected , inaccurate numbers on Tesla vehicle production rate without having it refresh beforehand . The SEC of late filed to hold up Musk in contempt for the post , which it said violated an settlementimposed in 2018after he falsely claimed he had “ funding ensure ” to take Tesla private at a contribution price of “ 420 . ” The agreement required Musk to resign as chair of Tesla ’s board , pay tens of millions in fines , and pre - readable potentially “ material ” postal service about the company with staff . agree to the SEC , Musk has never done that last affair .
Am consider taking Tesla private at $ 420 . Funding secured .
— Elon Musk ( @elonmusk)August 7 , 2018
Meant to say annualized production charge per unit at end of 2019 probably around 500k , ie 10k cars / week . Deliveries for yr still estimated to be about 400k .
— Elon Musk ( @elonmusk)February 20 , 2019
The SEC lately issued ablistering courtroom filingclaiming that Musk was continuing to tweet inaccurate information about the company in rebelliousness of the colony , calling his recitation of the arrangement a “ tortured psychoanalysis ” that “ border on the ridiculous . ” Musk ’s legal team responded on Friday , concord to the Verge , and inlegal filingslaid out his lawsuit .
Lawyers for Musk , who has essay to present the SEC as an out - of - ascendence agencyout to wrack him , indite in the documents that the specific phraseology of the small town allows him to freely determine whether or not a tweet is material before sending it out . They additionally claimed that the settlement only requires Musk to follow with Tesla policy , which Tesla say he is :
The key question is whether Musk complied with Tesla ’s Policy , not whether the SEC is quenched with Tesla ’s Policy . Tesla ’s insurance policy does not make any Tesla - colligate tweet per se material . Instead , it incorporates the settled legal definition of “ materiality , ” which is linguistic context - specific and fact - dependent , and it lists theme that “ may ” be substantial “ depending on [ their ] significance . The Policy needfully bring down an obligation on the executive director to make an initial , undecomposed - trust conclusion as to whether a particular tweet requires preapproval under the terms of the Policy .
“ Moreover , Musk ’s belief that the [ production numbers ] tweet did not require pre - approval was correct , ” Musk ’s attorney total . “ Every hallmark of immateriality is present : the tweet retell previously - disclosed information , used generalized price , was aspirational and affirmative , and caused no chemical reaction in after - hours trading . The SEC lay claim this is a ‘ post hoc ’ rationalization . ”
They also pointed to other tweet that the SEC says should have been cleared with a company attorney , arguing they are not material : “ It is because he has been abide by with the Order , not hold it , that these tweet have not required pre - commendation . ”
This does n’t move the ball forward much , as pretty much this exact debate was the one the SEC mocked to begin with this hebdomad .
Not only does Musk have a “ demonstrated inability to discern possible materiality ” in his communication , the authority wrote , the purchase order requires him to seek pre - headway before tweeting anything that “ reasonably could ” be construe as material . The way also limn Musk ’s argumentation that this whole mess is somehow a destitute voice communication issue as nonsense , noting his signing of the liquidation forgo those right and that the power to implement the arrangement lies with the motor hotel , not a major power - sick SEC . It also wrote that there was no free speech issue to deal regardless , since it only imposes a requirement that he clear any relevant posts with his sound department before tweeting them out .
The SEC to boot called crap on Musk ’s argument that he somehow has the power to declare himself in obligingness with the settlement without any oversight from Tesla :
The Court ’s order understandably mandates that Musk obtain pre - approval of written communications that contain or reasonably could contain real information and states nowhere that this requirement is subject to his discretion . Musk voluntarily waived the constitutional disputation he now advances .
Finally , as theWall Street Journal take note , the SEC questioned whether Musk was really in compliance with Tesla insurance policy , write that “ Many of these tweet were about the theme specifically identify by Tesla in its own policy as potentially material to shareholders . ”
As the Verge observe , more interesting is that Musk ’s Friday filings let in document from a prior interpretation of the colonisation which he never sign . That agreement would have subjected all of Musk ’s public statement about Tesla , material or not , to pre - headway by society staff . Musk ’s effectual squad write in the filing that this was a “ sticking stop during the talks , ” which resulted in Musk signing the current correspondence with stern condition but loose language around what he ’s permit to say .
This sure enough seems like a bunch of cause to go through to be able to go forward issuing argument about Tesla on Twitter , but Musk is apparently very driven to keep posting . According to the Verge , the evaluator superintend the matter say both sides have until March 26 to quest a earshot on whether Musk should be hold in scorn ; the SEC has not done so , apparently confident that the tribunal will agree Musk ’s lawyers are spewing gibber .
[ The wand ]
Elon MuskSocial mediaTechnologyTESLAX ( Twitter )
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