October 02, 2018
Securities and Exchange Commission officials were understandably taken aback on Thursday morning when Tesla’s board — and its chairman, Elon Musk — abruptly pulled out of a carefully crafted settlement.
Elon Musks Ultimatum to Tesla: Fight the SEC, or I Quit
After the S.E.C. responded by accusing Mr. Musk, but not the company that he had co-founded, of securities fraud, the board further defied regulators, issuing a provocative statement saying that the directors were “fully confident in Elon, his integrity, and his leadership of the company.”
It was a stunning reversal: The board had rejected a settlement that was extraordinarily generous — it would have allowed Mr. Musk to remain as chief executive, and required him to step down as chairman for only two years. Now, the company was at risk of losing Mr. Musk as chairman and chief executive if regulators prevailed in court.
“What it tells us is this board, as a strategic plan, must be using the Jim Jones-Jonestown suicide pact,” Jeffrey Sonnenfeld, a professor at the Yale School of Management, said Friday on CNBC. “They are drinking the Kool-Aid of the founder. It is completely as self-destructive as Musk is.”
But Mr. Musk had given the board little choice: In a phone call with directors before their lawyers went back to federal regulators with a final decision, Mr. Musk threatened to resign on the spot if the board insisted that he and the company enter into the settlement. Not only that, he demanded the board publicly extol his integrity.
Threatened with the abrupt departure of the man who is arguably Tesla’s single most important asset, the board caved to his demands, according to three people familiar with the board’s decision.
The next day, Tesla’s lawyers were back at the S.E.C., all but groveling for a second chance — this time with Mr. Musk’s grudging approval.
One factor in Mr. Musk’s change of heart: Tesla’s stock plunged Friday morning as investors absorbed news of the rejected settlement and the possibility that the S.E.C. would force Mr. Musk to step down. It would finish down almost 14 percent on Friday.
On Saturday, the company and Mr. Musk finally agreed to settle the matter, ending a crisis that began with Mr. Musk’s now-infamous Twitter post saying that he had “funding secured” for a buyout at $420 a share.
Mr. Musk’s 48 hours of obstinance came at a significant price to him and the company. They had passed on Thursday’s generous offer, and the S.E.C. felt compelled to extract greater concessions. The ban on Mr. Musk’s serving as chairman went from two years to three, and his fine doubled to $20 million. Tesla will also pay a $20 million fine, and Mr. Musk agreed to personally buy the same amount in Tesla stock.
The S.E.C. is also requiring the company to add two independent directors and to elect an independent director as chairman.
“Rejecting such a favorable settlement is proof that he needs monitoring,” said John C. Coffee Jr., a professor at Columbia Law School. “He didn’t have a legal leg to stand on, and I’m sure his lawyer told him that. But he got very touchy about not being able to proclaim his innocence.”
From Mr. Musk’s view, that had been a crucial problem with a settlement from the beginning. Mr. Musk neither admitted nor denied guilt as part of the agreement, and he cannot publicly contest the S.E.C.’s allegations. He cannot say, as he did on Thursday, that “I have always taken action in the best interests of truth, transparency and investors” and “the facts will show I never compromised this in any way.”
Tesla’s stock has rebounded this week, reflecting investors’ relief that Mr. Musk will remain as chief executive while the company puts mechanisms in place to curb his increasingly impulsive behavior. The board will closely watch Mr. Musk’s communications with investors, and establish a permanent committee responsible for, among other things, monitoring disclosures.
But it remains to be seen how effective the board can be, given Mr. Musk’s erratic temperament and his dominant role in the company.
People involved in the board’s deliberations this week told me that some directors have proposed their fellow director, James Murdoch — the chief executive of 21st Century Fox, most of which is being sold to the Walt Disney Company — as chairman. But Mr. Murdoch hasn’t volunteered for the post nor has he discussed it with any other director. And another person close to the selection process said the board hadn’t yet engaged in any “serious” discussions of who should be chairman. The people spoke on the condition of anonymity because the board discussions were private.
Under terms of the settlement, the board has 45 days before Mr. Musk must resign. Whether it is Mr. Murdoch or another similarly qualified candidate who takes over as chairman, managing Mr. Musk will be no easy challenge.
Independent directors frequently face difficulty asserting themselves in any company with an outsize figure like Mr. Musk, whether it be a founder, controlling shareholder or powerful chief executive, said Lucian Bebchuk, a professor at Harvard Law School and an expert in corporate governance. Such people can often replace any director who crosses them, he said.
“Adding two independent directors can be expected to help, but its impact is likely to be limited,” Professor Bebchuk said. “As courts and governance researchers have long recognized, the presence of a dominant shareholder is likely to reduce the effectiveness of independent directors as overseers of the C.E.O.’s decisions and behavior.”
In the end, it took legal action by the S.E.C. to accomplish what had been increasingly obvious to most Tesla observers, including many of Tesla’s own directors: For all his brilliance, Mr. Musk’s reckless impulses must be kept in check.
Foremost among those should be threats to quit if he doesn’t get his way.
Related Stories
Latest News
Top news around the world
Coronavirus Disease

Coronavirus disease (COVID-19) is an infectious disease caused by a newly discovered coronavirus.

Most people infected with the COVID-19 virus will experience mild to moderate respiratory illness and recover without requiring special treatment. Older people, and those with underlying medical problems like cardiovascular disease, diabetes, chronic respiratory disease, and cancer are more likely to develop serious illness.

Around the World

Celebrity News

> Latest News in Media

Watch It
Julia Fox defends viral ‘Uncut Gems’ interview moment: ‘I was stoned’ | Page Six Celebrity News
February 17, 2022
4m-p0_-ePd8
Alexia Echevarria pushed ‘RHOM’ producers to show more of son Frankie’s recovery | Page Six
February 17, 2022
E-wTaN9NfkI
Pete Davidson rejoins Instagram amid Kanye West drama | Page Six Celebrity News
February 17, 2022
SsC3dmsI6t4
Aaron Rodgers And Shailene Woodley Reportedly Break Up | TMZ LIVE
February 17, 2022
FoErdRE8Qe4
Chet Hanks Done Talking About Famous Parents, Becoming Personal Trainer | TMZ
February 16, 2022
5_UrULOkQ6o
Woman Stabbed at Foot Locker During Nike Shoe Release
February 16, 2022
TfuXMs1JdVg
Steph's Freaky Side, "Summer House" & "Love During Lockup"
February 17, 2022
9W_raO0zlA8
Tay or Nay, Offset's Sushi Anxiety & Nick on Monogamy
February 17, 2022
PauYHpJRA6o
Kim Kardashian & North West TWINNING in Matching Pajamas | E! News
February 17, 2022
b-_Oib6R108
Adam McKay - Hollywood Walk of Fame Ceremony
February 17, 2022
tYtzsHoOZzo
Tom Holland, Mark Wahlberg, and the Cast of 'Uncharted' Talk Most Challenging Stunts
February 15, 2022
d3ksX-SKi8c
Ryan Reynolds and Walker Scobell on ‘The Adam Project’, ‘Deadpool’, and Possible ‘Star Wars’ Role
February 16, 2022
5TxJsbJr9Dk
TV Schedule
Late Night Show
Watch the latest shows of U.S. top comedians

Sports

Latest sport results, news, videos, interviews and comments
Latest Events
04
May
CONCACAF CHAMPIONS LEAGUE: Playoffs
Seattle Sounders - Pumas
04
May
USA: Major League Soccer
FC Cincinnati - Toronto FC
03
May
ENGLAND: Championship
Bournemouth - Nottingham Forest
02
May
ENGLAND: Premier League
Manchester United - Brentford
02
May
ENGLAND: Championship
Fulham - Luton
02
May
SPAIN: La Liga
Getafe - Real Betis
02
May
GERMANY: Bundesliga
Bayer Leverkusen - Eintracht Frankfurt
02
May
GERMANY: Bundesliga
Borussia Monchengladbach - RB Leipzig
02
May
ITALY: Serie A
Atalanta - Salernitana
01
May
ENGLAND: Premier League
Tottenham Hotspur - Leicester City
01
May
SPAIN: La Liga
Barcelona - Mallorca
01
May
ITALY: Serie A
Roma - Bologna
01
May
ENGLAND: Premier League
West Ham United - Arsenal
01
May
ENGLAND: Premier League
Everton - Chelsea
01
May
ITALY: Serie A
Udinese - Inter Milan
01
May
ITALY: Serie A
AC Milan - Fiorentina
01
May
ITALY: Serie A
Juventus - Venezia
01
May
SPAIN: La Liga
Rayo Vallecano - Real Sociedad
30
Apr
GERMANY: Bundesliga
Mainz - Bayern Munich
30
Apr
GERMANY: Bundesliga
Borussia Dortmund - Bochum
30
Apr
ENGLAND: Premier League
Newcastle United - Liverpool
30
Apr
SPAIN: La Liga
Athletic Bilbao - Atletico Madrid
30
Apr
ENGLAND: Premier League
Leeds - Manchester City
30
Apr
SPAIN: La Liga
Real Madrid - Espanyol
30
Apr
ITALY: Serie A
Napoli - Sassuolo
28
Apr
ENGLAND: Premier League
Manchester United - Chelsea
27
Apr
CHAMPIONS LEAGUE: Semifinal
Liverpool - Villarreal
27
Apr
ITALY: Serie A
Bologna - Inter Milan
26
Apr
CHAMPIONS LEAGUE: Semifinal
Manchester City - Real Madrid
25
Apr
ITALY: Serie A
Sassuolo - Juventus
24
Apr
SPAIN: La Liga
Barcelona - Rayo Vallecano
24
Apr
ITALY: Serie A
Lazio - AC Milan
24
Apr
ENGLAND: Premier League
Liverpool - Everton
24
Apr
ENGLAND: Premier League
Chelsea - West Ham United
24
Apr
ITALY: Serie A
Empoli - Napoli
23
Apr
ENGLAND: Premier League
Brentford - Tottenham Hotspur
Find us on Instagram
at @feedimo to stay up to date with the latest.
Featured Video You Might Like
zWJ3MxW_HWA L1eLanNeZKg i1XRgbyUtOo -g9Qziqbif8 0vmRhiLHE2U JFCZUoa6MYE UfN5PCF5EUo 2PV55f3-UAg W3y9zuI_F64 -7qCxIccihU pQ9gcOoH9R8 g5MRDEXRk4k
Copyright © 2020 Feedimo. All Rights Reserved.