Unsealed court documents show that Tesla shareholders are claiming that Elon Musk and Tesla withheld critical details about SolarCity and its relationship with SpaceX during Musk’s push to convince Tesla’s board and shareholders to acquire his cousin’s struggling solar power company, which Musk himself was the largest shareholder of.
CNBC reports that recently unsealed court documents provide more context around a lawsuit filed by Tesla investors against the firm. The documents were published by legal transparency advocates PlainSite and show that shareholders are accusing Tesla of improperly valuing its $2.6 billion acquisition of the solar power company SolarCity in 2016, providing flawed analysis and misleading investors.
The lawsuit which was filed in 2016 just adds to Musk’s legal issues, which include a lawsuit from Walmart against Tesla over claims that the firms solar panels caused fires at multiple Walmart locations, at least two wrongful death lawsuits filed against Tesla after drivers died while using the firms Autopilot system, and a defamation lawsuit against Musk personally from British cave diver Vern Unsworth who Musk accused of being a pedophile on Twitter.
The court documents outline a tangled relationship between Musk’s firms Tesla and SpaceX where he is CEO and SolarCity where he was the largest shareholder and chairman. The documents claim that: “Prior to the Acquisition, Musk described Tesla, SolarCity, and SpaceX as a ‘pyramid’ atop which he sat; it was ‘important that there not be some sort of house of cards that crumbles if one element of the pyramid . . . falters.’”
Shareholders state that Musk had previously invested SpaceX money in SolarCity, which was hidden from auditors Ernst & Young before Tesla acquired the firm. The brief states that SpaceX invested $1654 million into SolarCity as non-recourse bonds and it was not disclosed to E&Y how quickly they would be forced to make two large payments related to these bonds back to SpaceX.
CNBC outlined Musk’s personal relationship to members of SolarCity stating:
In addition, the brief claims that a majority of Tesla board members had financial interests on both sides at the time of the deal and wanted to see SolarCity bailed out rather than bankrupted in order to protect their own reputations, and their bets on other companies where Musk was and is still CEO.
For example, Elon and Kimbal Musk, Antonio Gracias, and Steve Jurvetson were all Tesla board members at the time of the SolarCity acquisition and were early backers of and board members at SpaceX. Ira Ehrenpreis, a long-time Tesla board member, held a board seat at SolarCity after funding it via his venture firm, Technology Partners. Kimbal Musk is Elon Musk’s brother. And Lyndon and Peter Rive, co-founders of SolarCity, are first cousins of Elon and Kimbal Musk.
The LA Times report on the documents points out that the suit argues that Musk’s private company, SpaceX, played major role in propping up SolarCity:
In a further entanglement, another Musk company, the privately financed SpaceX, had loaned money to SolarCity to help keep the solar panel company’s cash position from dipping below $169 million, an event that would have triggered a bond default and possibly led to bankruptcy.
Tesla commented on the shareholder’s lawsuit to CNBC stating:
These allegations are based on the claims of plaintiff’s lawyers looking for a payday, and are not representative of our shareholders who support our mission and ultimately voted in favor of the acquisition.
The accusations made in the plaintiff’s brief are false and misleading, as Tesla and SolarCity published all material information in its proxy and other public filings for all shareholders to consider before deciding on the transaction.
Providing clean, renewable energy generation through solar has been a critical part of our mission ever since 2006, and our acquisition of SolarCity has enabled and continues to enable a significantly faster path to achieve our goals.
Read more at CNBC here.