In a recent article, Bloomberg discusses how Tesla’s 2016 purchase of SolarCity Corp. could be one of the biggest mistakes the company has ever made.
In an article titled “Elon Musk’s Solar Deal Has Become the Top Threat to Tesla’s Future,” Bloomberg Businessweek reports that Tesla CEO Elon Musk has begun to show remorse for pushing through the 2016 purchase of SolarCity, a $2 billion-plus bailout of a firm run by Musk’s own family members. Bloomberg writes:
But in a stunningly rare moment of contrition, Musk expressed regret over the decision at his deposition, part of a class-action shareholder suit that’s gained momentum in recent months. “At the time I thought it made strategic sense for Tesla and SolarCity to combine. Hindsight is 20-20,” Musk said. “If I could wind back the clock, you know, I would say [I] probably would have let SolarCity execute by itself.”
Bloomberg notes that there appeared to be multiple conflicts of interest between Tesla and SolarCity:
Then there were the jarring conflicts of interest. Besides his cousins Lyndon and Peter Rive running SolarCity, its board and Tesla’s had complicated overlaps. Six of Tesla’s seven directors were Musk associates (including his brother, Kimbal) with SolarCity ties. Antonio Gracias was on the board of both companies. What’s more, Musk had used his other entities to raise capital for SolarCity: SpaceX, for example, had purchased $255 million of SolarCity bonds. Musk bought $65 million worth. Tesla’s directors had to grapple with this apparent self-dealing as Musk pushed them to reconsider the acquisition in May 2016. Musk said he recused himself from these deliberations, but court filings indicate he remained actively involved, even advocating for the move directly with bankers and investors.
Bloomberg notes that the Solar Roof product produced by SolarCity was used as a selling point to Tesla’s board, but years later this product hasn’t even been fully tested properly. Bloomberg writes:
The contrast between the acquisition’s internal reality and external perceptions will likely give fodder to the shareholder lawsuit, started by pension funds alleging that the board breached its fiduciary duties by going along with Musk’s SolarCity plan and grossly overpaying for it, to boot. Tesla is also dealing with controversy stemming from legacy SolarCity solar panel installations. In August, Walmart Inc. sued Tesla over solar-related fires at its stores and warehouses, accusing it of “widespread negligence.” (The companies settled out of court and issued a joint statement saying they were pleased the matter had been resolved.) Tesla has also initiated an internal program, called Project Titan, to inspect homes adorned with traditional solar panels that are paired with a potentially faulty connector, creating a risk of blazes. At least two homeowners in Maryland and Massachusetts have experienced rooftop fires from Tesla’s flawed systems.
The shareholder lawsuit is set for trial before Delaware Court of Chancery Vice Chancellor Joseph Slights III in March 2020, according to Tesla’s securities filings. So far, though, Musk has mostly adopted a defiant (if not irritated) tone at his two depositions. In a back-and-forth with the plaintiffs’ lawyer, whom Musk called “dude,” he said now that Tesla has a better grip on its vehicle business, “we’re turning our attention to solar, and we’re going to fix it.” When pressed for details on the challenges with the acquisition, Musk called the lawyer “shameful” and a “very, very bad person” for scrutinizing a company that’s trying to change the world for the better.
Musk sounded eager to make this case at trial. “I can’t wait,” he said. “It will be great. You’re going to lose.”