In a significant legal development, the U.S. Securities and Exchange Commission (SEC) filed a lawsuit against Elon Musk, accusing the billionaire of committing securities fraud in 2022 by failing to properly disclose his acquisition of a substantial stake in Twitter. The SEC alleges that Elon Musk’s failure to disclose his ownership at the required threshold allowed him to buy Twitter shares at “artificially low prices,” resulting in an unfair financial advantage.
Elon Musk, the CEO of Tesla and SpaceX, had built a sizable position in Twitter before officially acquiring the company in late 2022 for $44 billion. Prior to completing the acquisition, Elon Musk had accumulated over 5% of Twitter’s shares, triggering a requirement under U.S. securities law to disclose his holdings to the public within 10 calendar days of reaching that threshold. The SEC’s civil complaint, filed in the U.S. District Court in Washington, D.C., claims Elon Musk failed to report this material information in a timely manner, which allowed him to underpay by at least $150 million for shares he purchased after the reporting deadline.
The SEC further alleges that, had investors been aware of Elon Musk’s growing interest in Twitter, they might have bid up the stock price, potentially leading to a higher valuation for Twitter. Instead, Elon Musk’s delayed disclosure allowed him to purchase additional shares at lower prices, according to the SEC’s complaint.
Elon Musk, who has had several run-ins with the SEC in the past, responded defiantly to the lawsuit, calling the SEC a “totally broken organization” and accusing it of harassing him for years. In a post on X (formerly Twitter), Elon Musk criticized the SEC for focusing on what he called minor issues while ignoring more serious criminal activities. Elon Musk’s attorney, Alex Spiro, issued a statement claiming that the SEC’s legal action was an admission that the agency could not build a legitimate case against Elon Musk. Spiro dismissed the lawsuit as a “sham” and described it as the result of a long-running campaign to target the billionaire.
The lawsuit centers on Elon Musk’s actions around his purchase of Twitter stock in 2022. In March of that year, Elon Musk crossed the 5% ownership threshold, triggering the requirement to disclose his stake publicly by March 24. However, it wasn’t until April 4, 2022—11 days after the deadline—that Elon Musk made his disclosure, revealing that he had accumulated more than 9% of Twitter’s outstanding shares. On the day of the filing, Twitter’s stock price surged by more than 27%, reflecting the market’s reaction to the news.
The SEC claims that Elon Musk continued to purchase Twitter shares between the time his disclosure was due and the time he actually filed it, spending over $500 million on additional shares. This delay, according to the SEC, allowed Elon Musk to buy stock from “unsuspecting public” shareholders at artificially low prices, thus underpaying them by an estimated $150 million.
As part of the lawsuit, the SEC is seeking a jury trial and is asking the court to impose a civil penalty on Elon Musk and order him to pay back the profits he unjustly gained from the delay in his disclosures. The agency is also pushing for the “disgorgement of unjust enrichment,” meaning that Elon Musk could be required to return the money he gained from his actions.
The legal proceedings come amid an ongoing saga surrounding Elon Musk’s acquisition of Twitter, which has been marked by drama and controversy. In April 2022, after Elon Musk’s stake in the company became public, he initially planned to join Twitter’s board but quickly reversed course and abandoned the idea. This was followed by Elon Musk’s unsolicited bid to buy the company, which was initially rejected by Twitter’s board. However, Twitter eventually accepted Elon Musk’s offer, and the deal was finalized in October 2022.
Elon Musk’s interactions with the SEC are not new. In 2018, the SEC charged him with making misleading statements when he tweeted that he had secured funding to take Tesla private at $420 a share. This led to a rollercoaster period for Tesla’s stock price and ultimately resulted in a settlement with the SEC. Under the terms of that settlement, Elon Musk and Tesla each paid a $20 million fine, and Elon Musk stepped down from his role as chairman of Tesla’s board for a time.
Despite the SEC’s ongoing scrutiny, Elon Musk has continued to challenge the agency’s actions, both in public statements and through legal battles. His latest legal clash over the Twitter acquisition is just one more chapter in his contentious relationship with federal regulators.
As this case unfolds, the spotlight remains on Elon Musk’s legal battles and the potential consequences for his various ventures, including Tesla and SpaceX. Investors, legal experts, and the public are all closely watching how the courts will handle the SEC’s allegations, and whether this lawsuit will further impact Elon Musk’s already complex financial and business dealings.
The SEC’s case against Elon Musk has also drawn attention to the broader issues of corporate transparency and the need for timely disclosure of material information to the public. As the case progresses, it could have far-reaching implications not only for Elon Musk but also for how other companies and executives approach disclosure requirements in the future.
