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马斯克在法庭上与原告律师吵起来了:我没以权谋私,就觉得你是个坏人!

Musk got into a fight with the plaintiff's lawyer in court: I didn't use power for personal gain, so I thought you were a bad person!

華爾街見聞 ·  Jul 13, 2021 08:08

Source: Wall Street

Author: du Yu

01.pngNiuniu knocked on the blackboard:

Some Tesla, Inc. institutional shareholders sued Mr Musk on suspicion that he deliberately brokered a $2.6 billion acquisition of SolarCity in 2016 for the benefit of himself and his family to save his cousin's failing company rather than the best interests of Tesla, Inc. 's shareholders. In addition to mocking the plaintiff's lawyer, Musk said frankly: "I even hate being Tesla, Inc. 's boss." "

Musk, CEO of electric car giant Tesla, Inc., has caused trouble again.

On Monday, July 12, when he testified in a Delaware court in the United States, he openly challenged the plaintiff's lawyer:

"I think you are a bad person. You always regard criminals as mentors. I respect the court very much, but I don't respect you, Mr. lawyer."

As the trial of the lawsuit will last for two weeks and Musk will testify in court for a whole day, the above golden sentence is today's highlight moment. The case comes as a number of institutional shareholders of Tesla, Inc. doubt the transfer of benefits from the $2.6 billion acquisition of SolarCity in 2016.

Public data show that as early as 2019, a number of pension funds that invested in Tesla, Inc. shares formed a panel of plaintiffs, arguing that Tesla, Inc. misevaluated the acquisition of solar panel maker SolarCity that year and misled investors by not disclosing all the information.

Tesla, Inc. said at the time of the acquisition that it would combine SolarCity's solar cells with Tesla, Inc. 's batteries to expand the internal supply chain and bring cost synergy. But the plaintiffs argued that SolarCity was insolvent, could not continue financing, was on the verge of bankruptcy, and was "renewed" by SpaceX, Musk's space exploration technology company, which was not worth the purchase price of $2.6 billion.

More subtly, Musk himself is the chief executive of Tesla, Inc. and SpaceX, and the chairman of two unprofitable companies when Tesla, Inc. merged with SolarCity in 2016. SolarCity co-founders Lyndon Rive and Peter Rive are Musk's cousins. One of the Tesla, Inc. board members involved in approving the merger deal is Musk's own brother Kimbal Musk.

Media said that after the completion of the acquisition, Musk became the largest shareholder of both Tesla, Inc. and SolarCity. After the completion of the deal, Musk's personal investment in SolarCity was converted into about $500m of Tesla, Inc. shares. Tesla, Inc. shareholders filed a lawsuit in 2017, accusing Musk of using his influence to promote acquisitions, failing due diligence and even deceiving Tesla, Inc. shareholders to save his cousin's company.

Mr Musk testified today that the acquisition of Solarcity shares was not bailout and that he did not control the company's board members through the deal, nor did he retaliate against directors who did not agree with him. Because the acquisition is a stock swap, he owns almost the same proportion of shares in the two companies, so it does not bring him any economic benefits.

Mr Musk and his lawyers insist that Tesla, Inc. 's acquisition of SolarCity is part of a "master plan" written by Mr Musk in 2006 to accelerate the emergence of sustainable energy and achieve his long-term goal of creating a "vertically integrated sustainable energy company".

The media noticed that Musk, who wore a black suit, white shirt and black tie, was calm in his testimony, but gradually became angry in his conversation with the plaintiff's lawyer.

When the plaintiff's lawyer asked Musk to testify in 2019, attacking the lawyer as "a reprehensible and shameful person who attacks sustainable energy," he said bluntly whether he was simply sarcastic or wanted to achieve some special goal for his own profit.

"I just don't respect you. I just think you're a bad guy because all the partners you used to work for are involved in an ethics scandal."

The plaintiff's lawyer also tried to show Musk's determination to control Tesla, Inc. and give him the ability to influence and control the acquisition of SolarCity. Musk then popped up and said:

"I even hate being Tesla, Inc. 's boss. I prefer to spend my time on design and engineering, which are what I essentially like to do."

Asked why SolarCity's performance was so different from Tesla, Inc. 's forecasts for shareholders in 2016, Mr Musk blamed the decline in solar panel installations and market share after the merger on Tesla, Inc. 's urgent need to focus on developing the "civilian miracle car" Model 3 in 2017 and 2018:

"it was the three most difficult years of my career, it was a painful period, the company was in trouble, and a lot of times I thought we were out of it, but that wasn't the case."

The trial has been postponed for more than a year because of the epidemic. Musk is the only Tesla, Inc. board member who has been indicted. Tesla, Inc. 's other directors, who were in office at the time of the merger with SolarCity, agreed to settle for $60 million last year and denied wrongdoing, some of which Tesla, Inc. was individual shareholders or became shareholders through the funds he runs.

The analysis pointed out that if Musk of the "head iron" loses, he may have to pay more than 2 billion US dollars to compensate Tesla, Inc., rather than to the plaintiff shareholders who filed the lawsuit, because this is a shareholder derivative action initiated by investors on behalf of the company's interests.

The biggest question to be answered in the trial was whether Mr Musk acted in the best interests of Tesla, Inc. 's shareholders in the acquisition, or whether he used his special identity to facilitate decisions that were mainly beneficial to himself, his family and his other companies. If the evidence points to Mr Musk manipulating the acquisition process, the court will assess whether the transaction itself and the price are fair, and may order Mr Musk to repay the money to Tesla, Inc..

Edit / Jeffy

The translation is provided by third-party software.


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