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美国证券交易委员会起诉特斯拉-起诉书全文(英文版)-3-23页.pdf
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美国证券交易委员会起诉特斯拉-起诉书全文(英文版)-3-23页.pdf
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_______________________________________________
________________________________________________
Case 1:18-cv-08865 Document 1 Filed 09/27/18 Page 1 of 23
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
:
UNITED STATES SECURITIES AND :
EXCHANGE COMMISSION :
:
Plaintiff, :
:
vs. : Civil Action No. 1:18-cv-8865
:
ELON MUSK, : Jury Trial Demanded
:
Defendant. :
:
:
COMPLAINT
Plaintiff United States Securities and Exchange Commission (the “Commission”), alleges
as follows:
SUMMARY
1. This case involves a series of false and misleading statements made by Elon
Musk, the Chief Executive Officer of Tesla, Inc. (“Tesla”), on August 7, 2018, regarding taking
Tesla, a publicly traded company, private. Musk’s statements, disseminated via Twitter, falsely
indicated that, should he so choose, it was virtually certain that he could take Tesla private at a
purchase price that reflected a substantial premium over Tesla stock’s then-current share price,
that funding for this multi-billion dollar transaction had been secured, and that the only
contingency was a shareholder vote. In truth and in fact, Musk had not even discussed, much
less confirmed, key deal terms, including price, with any potential funding source.
2. At approximately 12:48 p.m. EDT on August 7, 2018, during trading hours, Musk
tweeted to his over 22 million Twitter followers, “Am considering taking Tesla private at $420.
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Case 1:18-cv-08865 Document 1 Filed 09/27/18 Page 2 of 23
Funding secured.” This statement was false and misleading. Over the next three hours, Musk
made a series of additional materially false and misleading statements via Twitter including:
“My hope is *all* current investors remain with Tesla even if we’re private.
Would create special purpose fund enabling anyone to stay with Tesla.”
“Shareholders could either to [sic] sell at 420 or hold shares & go private.”
“Investor support is confirmed. Only reason why this is not certain is that it’s
contingent on a shareholder vote.”
3. Musk knew or was reckless in not knowing that each of these statements was false
and/or misleading because he did not have an adequate basis in fact for his assertions. When he
made these statements, Musk knew that he had never discussed a going-private transaction at
$420 per share with any potential funding source, had done nothing to investigate whether it
would be possible for all current investors to remain with Tesla as a private company via a
“special purpose fund,” and had not confirmed support of Tesla’s investors for a potential going-
private transaction. He also knew that he had not satisfied numerous additional contingencies,
the resolution of which was highly uncertain, when he unequivocally declared, “Only reason
why this is not certain is that it’s contingent on a shareholder vote.” Musk’s public statements
and omissions created the misleading impression that taking Tesla private was subject only to
Musk choosing to do so and a shareholder vote.
4. Investors reacted to Musk’s August 7 tweets. From the time of Musk’s first tweet
that day until the close of trading on August 7, Tesla’s stock price increased by more than 6% on
significantly increased volume and closed up 10.98% from the previous day.
5. Musk’s false and misleading public statements and omissions caused significant
confusion and disruption in the market for Tesla’s stock and resulting harm to investors.
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Case 1:18-cv-08865 Document 1 Filed 09/27/18 Page 3 of 23
6. By engaging in the conduct alleged in this Complaint, Musk violated, and unless
restrained and enjoined will violate again, Section 10(b) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
NATURE OF PROCEEDING AND RELIEF SOUGHT
7. The Commission brings this action against Musk pursuant to Section 21(d) of the
Exchange Act [15 U.S.C. § 78u(d)] to enjoin the transactions, acts, practices, and courses of
business alleged in this Complaint and to seek orders of disgorgement, along with prejudgment
interest, civil penalties, and an officer and director bar against Musk, and such further relief as
the Court may deem appropriate.
JURISDICTION AND VENUE
8. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and
27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
9. Venue in this District is proper pursuant to Section 27 of the Exchange Act [15
U.S.C. § 78aa]. Defendant transacts business in this District, and certain of the acts, practices,
transactions, and courses of business constituting the violations alleged in this Complaint
occurred within this District, and were effected, directly or indirectly, by making use of the
means, instruments, or instrumentalities of transportation or communication in interstate
commerce, or of the mails, or the facilities of national securities exchanges. Musk regularly
communicates via Twitter with users located in this District. In addition, Tesla is traded on the
Nasdaq Global Select Market, which is headquartered in this District, and trades in Tesla
securities were handled and executed by trading personnel located in this District during the
period relevant to the allegations.
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Case 1:18-cv-08865 Document 1 Filed 09/27/18 Page 4 of 23
DEFENDANT
10. Defendant Elon Musk, age 47, resides in Los Angeles, California. He co-
founded Tesla, Inc. in 2003 and since that time has been the Chairman of Tesla’s Board of
Directors and largest stockholder. He was named Chief Executive Officer in 2008. Musk
oversees all product development, engineering, and design of Tesla’s products.
RELEVANT ENTITY
11. Tesla, which designs, develops, manufactures, and sells electric vehicles and
energy generation and storage systems, is incorporated in Delaware with its principal place of
business in Palo Alto, California. Tesla conducted an initial public offering in 2010, and at all
relevant times, its common stock was registered with the Commission pursuant to Section 12(b)
of the Exchange Act [15 U.S.C. § 78l(b)] and was publicly traded on the Nasdaq Global Select
Market under the ticker symbol TSLA.
FACTUAL ALLEGATIONS
Musk Used Twitter to Communicate with Millions of People as Tesla’s Spokesperson
12. Musk created a profile on the social media application Twitter
(twitter.com/elonmusk) in 2009. Since that time, Musk often used Twitter to communicate about
Tesla’s business. Tesla’s Chief Financial Officer described Musk’s Twitter statements as a
“strong channel of marketing” with Musk acting as a “spokesman” for Tesla.
13. On November 5, 2013, Tesla publicly filed a Form 8-K with the Commission
stating that it intended to use Musk’s Twitter account as a means of announcing material
information to the public about Tesla and its products and services and has encouraged investors
to review the information about Tesla published by Musk via his Twitter account.
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