Tesla, Inc. released a statement to the public on September 29th, 2018 about its compliance with the SEC settlement regarding Elon Musk’s communications. In addition, the statement addressed the settlement terms and Tesla’s commitment to complying with applicable laws.
The statement reads in part: “The total monetary penalty of $20 million has been paid by Tesla to the SEC and is not tax deductible. We are pleased that the matter is resolved and has concluded without further action from either party.”
Tesla also indicated that it was taking steps to ensure that its communications were compliant with applicable laws in light of its settlement with the SEC. It stated: “Tesla has made substantial progress in revising and strengthening our corporate governance structure since 2018, including implementing an internal control system focused on ensuring compliance with all applicable regulations.”
The company shed some additional light on changes Tesla has instituted specifically as they relate to Elon Musk’s ownership of shares in Tesla. This sale was announced after he had made statements regarding prospects for a potential go private transaction. Those changes included:
Entering into agreements directly between Musk and Tesla requires his approval of all written communications designed to provide material business information about Tesla to shareholders or potential investors before disseminating it by any executive officer.
Implementation of topics for review at Board meetings focused on earnings releases, guidance updates and 10-K/10-Q filings among other required disclosures.
Background
The Securities and Exchange Commission (SEC) launched an investigation in 2018 into Tesla and its Chief Executive Officer, Elon Musk, regarding his communications and conduct related to potential business transactions, including taking the company private.
In 2019, Tesla and Musk settled with the SEC and agreed to pay $20 million each in penalties and have Musk step down as Tesla’s Chairman of the Board. In August 2020, Tesla issued a statement saying it complied with the settlement.
Timeline of events leading up to the settlement
In September 2018, the U.S. Securities and Exchange Commission (SEC) opened an investigation into Tesla’s private placement of $2 billion worth of shares following a tweet by Elon Musk concerning a potential take-private deal. The investigation sought to determine whether the company violated federal securities laws about Musk’s statements on Twitter.
The SEC conducted an extensive inquiry over several months, examining emails, text messages, phone records, and public filings to understand what happened before and after Musk’s tweet about taking Tesla private on August 7th.
On October 4th 2018, the SEC charged Tesla with fraud over its disclosure techniques on August 7th. It stated that it had obtained their desired outcome – promotional tweets from a corporate officer with an inaccurate premise – not accurate information that could be widely disseminated to investors.
At this time, Tesla settled with the U.S Securities and Exchange Commission (SEC) , conceding that they had not properly disclosed information under securities laws concerning an important matter Musk discussed on Twitter last summer. The settlement further required Tesla to pay a $20 million fine while also mandating various other requirements around corporate governance reforms like establishing an independent social media compliance board to assess any communication Musk makes regarding Tesla in public or private spheres.
In response to settling and acknowledging that his behavior was inappropriate for a CEO of any accredited public company, Elon Musk released this statement: “I have always taken action in the best interests of truthfulness, transparency and investors….Integrity is the most important value in my life” and further noted “Tesla is now comply[ing] with additional procedures designed for it specifically to ensure accuracy in its public statements going forward.”
Tesla’s Statement
Tesla has released a statement regarding its settlement with the US Securities and Exchange Commission (SEC). The settlement concerns the communications of Tesla CEO Elon Musk on social media and Tesla’s public disclosures.
In the statement, Tesla says it is complying with the SEC settlement. The company also emphasizes transparency and honesty when communicating with the public and investors.
Tesla’s commitment to comply with the settlement
Tesla has issued a statement on its website saying it is “fully committed to complying with the terms of the settlement” entered into with the Securities and Exchange Commission (SEC). The settlement relates to comments made by Tesla CEO Elon Musk in August 2018 concerning a potential takeover of the company.
The statement reads, “We are very pleased to have reached an agreement with the SEC regarding its investigation into Mr. Musk’s statements, which allows us to move forward with a renewed focus on our mission of accelerating the world’s transition to sustainable energy. Under this agreement, we will cooperate and be fully transparent in all future regulatory matters, including our governance practices and financial reporting. We appreciate the thoroughness and diligence exhibited by the SEC staff during their review of these matters.”
In addition, Tesla also emphasizes its commitment to maintain close communications with shareholders and other stakeholders by saying, “Tesla is committed to adhering rigorously to both the letter and spirit of securities laws as well as our high standards for disclosure. We remain focused on communicating clearly, transparently and promptly with all stakeholders regarding material events impacting Tesla.”
The SEC resolution requires Tesla to implement several measures to enhance corporate governance protocols such as expanding oversight role of independent directors and allowing public prompt disclosure of any material information concerning Musk’s communications about Tesla. The company further states that it remains committed “to honoring our duties under these new standards” and that “we look forward continuing work together”.
Tesla says it is complying with the SEC settlement regarding Musk’s communications
On September 29th, 2019, Tesla stated in response to the SEC’s investigation of Elon Musk’s communications. In the statement, Tesla asserts that they comply with the SEC settlement. To better understand Tesla’s response, let’s analyze the statement and look at the implications of the SEC settlement.
Potential implications of the settlement
The settlement between Tesla and the SEC will have potentially far-reaching implications for the company and its CEO, Elon Musk.
One key point of the agreement requires that Tesla hire an independent chairman to oversee company operations. This marks a major shift in how the company is run, as it will be done without direct influence from Musk himself. It may also make it easier for other executives to better voice their opinions and concerns without fear of Musk’s disapproval.
Moreover, under the terms of the settlement, Elon Musk is now unable to serve as Chairman or CEO of Tesla without pre-approval from board members;. However, he still retains his role as CEO and product architect. This could lead to a more diverse leadership team being put together at Tesla and may even open up opportunities for Musk’s “delegators” to have more freedom in decision-making processes.
Finally, company communications will play an important role in ensuring compliance with the settlement. For example, the agreement specifies that any material information related to Tesla has to be pre-approved by one or more senior attorneys at the firm before being released publicly by any executive member, including Elon Musk himself. As such, greater accountability must now be taken when discussing matters related to Tesla’s operations on media platforms such as Twitter and other social networks.
Impact of the settlement on Tesla and Musk
Tesla and CEO Elon Musk are both subject to settlement terms with the U.S. Securities and Exchange Commission (SEC) imposed on September 29, 2018.
The settlement resolves a complaint against Tesla and a separate action against Musk where the SEC alleged that Musk had made false and misleading statements regarding his plan to take Tesla private in August of 2018, via Twitter posts. As part of the settlement, Tesla and Musk agreed to pay fines of $20 million each without admitting or denying any wrongdoing.
Tesla is obligated under the terms of its settlement to put in place adequate controls and procedures for managing communications that “may be material” – any information that is important enough for shareholders or other stakeholders who would likely be affected by it – from its senior officers, including Musk. In other words, the SEC wants adequate processes in place at Tesla to ensure investors are communicated truthfully when potentially material statements from senior personnel like Musk are issued via tweeting or other forms of communication outside regulatory filings or public releases. For example, the SEC has already determined that certain tweets by Musk were deemed false/misleading since they turned out not to be true and/or not adequately backed up with facts as needed by long-standing investor protection rules such as Reg FD (Regulation Fair Disclosure).
In addition, Tesla must appoint an independent committee:
- To pre-approve all communications related to company matters that may stipulate a Material Information Release;
- To review policies and procedures governing communications; and
- To assign oversight functions related to monitoring compliance with these policies and procedures going forward which must be kept up-to-date as needed.
- As part of his agreement, Elon Musk will also step down as Chairman of the Board but remain as CEO: he cannot seek re-election nor become Chairman again for three years post-settlement date; during this timeframe he will comply with his obligation for pre-approval all potentially material posts on social media channels – thus limiting him from speaking publicly through public announcements unless those have been pre-cleared in advance with guidance from the independent committee established solely for this purpose on behalf of investors’ maximum protection when discussing company matters openly via social media platforms like Twitter going forward.
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