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Musk Moves to Dismiss Twitter Shareholder Lawsuit

 July 8, 2024

Elon Musk is attempting to dismiss a lawsuit filed by former Twitter shareholders who argue that he delayed disclosing his ownership stake, allowing him to buy shares at lower prices.

The plaintiffs claim that Musk's disclosure delay cost them financially and violated SEC regulations, as Fox Business reports, but the billionaire is now seeking to bring an end to the case.

The lawsuit, initiated by an Oklahoma public pension fund representing firefighters, alleges that Musk failed to disclose his 9.2% stake in Twitter within the timeframe required by the SEC.

According to the suit, Musk and his wealth manager Jared Birchall were aware that they needed to reveal this information by March 24, 2022, but waited until April 4, 2022, to do so.

Alleged $200 Million Savings Due to Delay

The plaintiffs assert that this delay enabled Musk to save over $200 million by purchasing shares at lower prices. On the day Musk's stake was disclosed, Twitter’s stock surged by 27%, amplifying the financial impact on the shareholders.

Musk, however, contends that the delay was a misunderstanding of the SEC's rule. In his defense, Musk argued that he planned to disclose the stake at the end of 2022.

He stated, "All indications -- including those in the pleading -- point to a mistake." Furthermore, Musk denied any intention to defraud, emphasizing, "This is not a scheme to defraud."

Accusation Against Morgan Stanley Banker

In addition to Musk, the lawsuit also accuses a Morgan Stanley banker of assisting in a scheme to acquire Twitter shares at suppressed prices. Musk has denied these allegations as well.

The SEC is currently investigating Musk’s acquisition of Twitter stock in 2022. Initially, Musk had refused to undergo an interview scheduled for September 2023 but later agreed to testify before the SEC in late May on an unspecified date.

Musk's $44 Billion Acquisition of Twitter

Musk’s ownership group took Twitter private in October 2022 after purchasing the platform for $44 billion. Prior to finalizing the deal, Musk attempted to withdraw, citing concerns over the number of spam and bot accounts on Twitter.

The situation escalated when Twitter sued Musk to enforce the agreement, leading Musk to reluctantly proceed before the case could reach trial.

The lawsuit filed by the Oklahoma public pension fund has added a layer of legal scrutiny around Musk's actions leading up to his acquisition of Twitter. The pension fund contends that Musk's actions not only breached SEC rules but also inflicted financial losses on the shareholders.

Musk’s Defense Of Disclosure Timing

Musk's argument hinges on his claim that the disclosure delay was unintentional. He disputes the notion that delaying the announcement was a strategic move designed to save costs at the shareholders' expense.

The ongoing SEC investigation may shed more light on whether there was any deliberate attempt by Musk to manipulate Twitter's stock price. As the agency delves deeper, Musk’s testimonies and responses will be crucial in determining the outcome.

SEC Investigation and Future Implications

The implications of this lawsuit and the SEC investigation extend beyond the immediate financial concerns. They also touch upon governance and regulatory adherence issues, particularly for high-profile figures like Musk who wield significant influence in the financial markets.

The outcome of this case could potentially set a precedent for how timely disclosures are managed in high-stake investments. It underscores the importance of compliance with SEC regulations aimed at maintaining fairness and transparency in the stock market.

Musk’s Public, Legal Battles Continue

As Musk continues to navigate both public and legal challenges, his handling of the Twitter stake disclosure remains a focal point. Any forthcoming decisions by the SEC or judiciary will be closely watched by investors, regulators, and market participants.

In conclusion, Elon Musk is seeking to have the lawsuit from former Twitter shareholders dismissed, citing a misunderstanding of SEC rules as the reason for his delayed disclosure.

This case, along with the SEC’s ongoing investigation, will play a significant role in determining Musk's accountability and the broader implications for regulatory compliance in the financial markets.