Never miss a story

Get subscribed to our newsletter


×
Tesla CEO Elon Musk. (VOA)

Tesla’s handling of Chief Executive Elon Musk’s proposal to take the carmaker private and its failure to promptly file a formal disclosure has raised governance concerns and sparked questions about how companies use social media.

Musk stunned investors last Tuesday by announcing on Twitter that he was considering taking Tesla private in a potential $72 billion transaction and that “funding” had been “secured.”


Tesla’s shares closed up 11 percent before retrenching after the Wall Street Journalreported that the U.S. Securities and Exchange Commission (SEC) had asked Tesla why Musk announced his plans on Twitter and whether his statement was truthful.

Musk provided no details of his funding until Monday, when he said in a blog on Tesla’s website that he was in discussions with Saudi Arabia’s sovereign wealth fund and other potential backers but that financing was not yet nailed down.

Musk said his tweet and blogs were issued in his personal capacity as a private bidder for Tesla’s stock. A Tesla spokesman pointed Reuters to Musk’s blog in response to a request for comment.

Putting aside whether Musk misled anyone, the unorthodox manner in which he announced the news and Tesla’s failure to promptly clarify the situation with a regulatory filing is a corporate governance lapse that raises questions about how companies use social media to release market-moving news, securities lawyers said.


Tesla CEO and founder of the Boring Company Elon Musk speaks at a news conference in Chicago, June 14, 2018. (VOA)

“Management buyouts or other take-private transactions already suffer from serious information asymmetry between management and public shareholders,” said Gabriel Rauterberg, a University of Michigan law professor.

SEC rules typically require companies to file an 8-K form within four business days of a significant corporate event.

While several securities lawyers said Musk’s tweets alone did not trigger this obligation, such a filing would be prudent given the unusual circumstances, David Axelrod, a partner at law firm Ballard Spahr LLP, said.

“An 8-K would provide some more details, it would say what stage negotiations are in, and provide more information than 53 characters in a tweet,” he added.

Full and fair disclosure

SEC guidelines published in 2013 allow companies and their executives to use social media to distribute material information, provided investors have been alerted that this is a possibility. Tesla did this in a 2013 filing.

But such disclosures have to be full and fair, meaning the information is complete and accessible by all investors at the same time, a bar that Musk’s tweets may not have met.

“Twitter is not designed to provide full and fair disclosure. That doesn’t mean that you couldn’t, but in a series of 20 to 30 characters I’m not sure you’re getting full disclosure,” said Zachary Fallon, a former SEC attorney and principal at law firm Blakemore Fallon.


Elon Musk, founder, CEO and lead designer at SpaceX. (VOA)

The SEC declined to comment Monday.

Securities lawyers said there was also a question mark over whether Musk selectively disclosed information on the possible terms of the deal when he subsequently replied to followers, two of whom claim in their handles to be investors.

Those tweets were not immediately visible to all followers of Musk’s main feed until he retweeted them.

History of Twitter use

The 47-year-old billionaire’s history of joking about Tesla and using twitter to bait his critics also appears to have undermined trust in Musk’s feed as a reliable source of company information, with many investors initially believing Tuesday’s tweet was a prank.

You May Also Like to Read About- The Japanese Bombings And American Falsification

In his blog, Musk said he made the announcement on Twitter to ensure all investors were aware of his plan before speaking with the company’s largest shareholders.

But his claim to have done so as a private person presents a potential conflict of interest, said Nimish Patel, a lawyer with Mitchell Silberberg & Knupp.

“If you’re speaking on behalf of the company using resources like Twitter and the company website, while at the same time saying you’re a private individual expressing your own personal views, you are being inconsistent and creating confusion for investors. And when there’s confusion, the SEC is likely going to get involved,” he added. (VOA)


Popular

Flickr

Hackers have stolen crypto tokens worth $120 million from Blockchain-based decentralised finance (DeFi) platform BadgerDAO.

Hackers have stolen crypto tokens worth $120 million from Blockchain-based decentralised finance (DeFi) platform BadgerDAO. Several crypto wallets were drained before the platform could stop the cyber attack. In a tweet, Badger said it has received reports of unauthorised withdrawals of user funds. "As Badger engineers investigate this, all smart contracts have been paused to prevent further withdrawals. Our investigation is ongoing and we will release further information as soon as possible," the company said late on Thursday.

According to the blockchain security and data analytics Peckshield, the various tokens stolen in the attack are worth about $120 million, reports The Verge. According to reports, someone inserted a malicious script in the user interface (UI) of their website. Badger has retained data forensics experts Chainalysis to explore the full scale of the incident and authorities in both the US and Canada have been informed. "Badger is cooperating fully with external investigations as well as proceeding with its own," it said. DeFi is a collective term for financial products and services that are open, decentralised and accessible to anyone. DeFi products open up financial services to anyone with an internet connection and they are largely owned and maintained by their users. While the attack didn't reveal specific flaws within Blockchain tech itself, it managed to exploit the older "web 2.0" technology that most users need to use to perform transactions, according to reports. (IANS/ MBI)


Keep Reading Show less
IANS

Kishan said that the organisers have been asked to strictly follow all Covid-19 protocols.

A total of 120 top Bollywood and other celebrities are expected to attend the wedding of film stars Katrina Kaif and Vicky Kaushal which is scheduled on December 9 in Rajasthan, said Rajendra Kishan, the District Collector (DC) of Sawai Madhopur district of the state on Friday. The District Collector told mediapersons: "These 120 guests shall follow all COVID-19 protocols and fully vaccinated guests will get entry in the much-hyped celebrity wedding."

Kishan said that the organisers have been asked to strictly follow all Covid-19 protocols. Also, those who are not vaccinated, will not be allowed without the negative RT-PCR test report, he added. "We have been informed by organisers that a total of 120 guests are invited to the wedding and the events will take place between December 7 to December 10," he added.

Earlier at 10.30 a.m., Kishan called a meeting which was attended by administrative, police and forest department officials, hotel and event managers to ensure adequate arrangements for crowd control, smooth regulation of traffic, and law and order situation amid the VIP movement. The wedding venue Fort Barwara, that has been converted into a heritage hotel, is situated in the panchayat samiti Chauth Ka Barwara. The venue is around 22 km away from Sawai Madhopur and is around 174 km from Jaipur. Sawai Madhopur district is famous for the Ranthambore National Tiger Reserve and as per reports, the guests are likely to be taken for a tiger safari. (IANS/ MBI)


Keep Reading Show less
Pixabay

The National Centre for Biological Sciences (NCBS) is continuously monitoring the situation in four cities - Bengaluru, Hyderabad, New Delhi, and Pune.

The National Centre for Biological Sciences (NCBS), which confirmed the first two cases of the Omicron variant in Bengaluru on Thursday, is continuously monitoring the situation in four cities - Bengaluru, Hyderabad, New Delhi, and Pune. The NCBS is a part of a consortium of national laboratories performing genomic surveillance across four city clusters. The consortium was established four months ago with support from The Rockefeller Foundation's Pandemic Prevention Institute, and is led by the Centre for Cellular and Molecular Biology (CCMB) in Hyderabad.

Dr Rakesh Mishra at the CCMB said on Friday that the consortium is continuously monitoring the situation in all the four cities and has upscaled its efforts to sequence as many samples as possible Apart from the CCMB and the NCBS, the consortium includes CSIR-Institute of Genomics and Integrative Biology - IGIB in New Delhi and the Pune Knowledge Cluster, Indian Institute of Science Education and Research (IISER), Pune, and CSIR-National Chemical Laboratory in Pune.

covid virus The first case of the Omicron variant was detected in South Africa and reported to the World Health Organization on November 24. | Unsplash

Keep reading... Show less