Originally published at The Atlantic

Elon Musk is a believer. In space travel, in clean energy, in massive engineering solutions to human problems. So the naysayers who don’t believe in the future of Tesla—which has struggled with production, labor, and debt issues—have always bugged him. On August 7, he announced a possible solution: Withdrawing from the public market and the scrutiny it brings. “Am considering taking Tesla private at $420. Funding secured,” he tweeted. The post confused analysts, reporters, investors, and Musk aficionados alike. $420 represented a substantial premium over the stock’s price that day—not to mention a bizarre connection with marijuana culture. Was he serious, or was it a joke?

It wasn’t a joke. Musk affirmed his plans in subsequent tweets and blog posts, suggesting that the deal was done pending a board vote and that individual investors would be able to retain their ownership. But according to the Securities and Exchange Commission, no legitimate plan ever existed. After an investigation into the matter, the SEC has charged Musk with securities fraud for misleading investors about the leveraged buyout.

The SEC filing contends that almost everything in the tweets was false or misleading. Musk had had casual discussions with a sovereign investment fund, which had already made a substantial purchase of Tesla shares. But the details had never been established, let alone solidified. Funding had not, in fact, been secured. According to documents described in the complaint, Tesla’s board and investor-relations team knew nothing about the matter before Musk had announced it. (The marijuana joke, however, was apparently real: Musk rounded up a 20 percent price-per-share premium to $420 because his girlfriend, the singer Grimes, “would find it funny, which admittedly is not a great reason to pick a price.”)

The consequences for Musk could be severe. The SEC’s lawsuit seeks to force Musk to relinquish gains from the alleged violations, to face civil penalties, and—most dire—to be prohibited from serving as an officer or director of a publicly-traded company. The last penalty may force Musk out of Tesla altogether.

If the facts in the SEC’s filing are true, it’s hard to imagine motives for actions this reckless. Whatever Elon Musk was thinking when he went public about taking Tesla private, perhaps there was a truth to the assertion, just not the one he intended: Despite his ambition and vision, Musk might not have the experience, or the temperament, to run a public company in the first place.

continue reading at The Atlantic

published September 28, 2018