The U.S. Securities and Exchange Commission (SEC) filed a lawsuit against Elon Musk on Tuesday, accusing the billionaire entrepreneur of failing to promptly disclose his large stake in Twitter in 2022. The SEC claims Musk violated federal securities laws by delaying the disclosure of his initial purchase of 5% of Twitter’s common shares.
Alleged Violation of SEC Disclosure Rules
According to the SEC’s complaint, Musk took 11 days longer than required to disclose his initial Twitter purchase. Under SEC rules, investors are obligated to file within 10 calendar days once they acquire a 5% stake in a company. In Musk’s case, the deadline was March 24, 2022, but he waited until April 4, 2022, to reveal that he had accumulated a 9.2% ownership stake in the social media platform.
The delay, the SEC argued, allowed Musk to buy over $500 million worth of Twitter shares at artificially low prices, before the public learned of his purchases. This led to a surge in Twitter’s stock price, which rose by more than 27% following Musk’s disclosure.
SEC’s Legal Action
The lawsuit seeks to force Musk to pay a civil fine and return profits that were deemed unearned due to his delayed disclosure. This legal action comes after Musk ultimately acquired Twitter in October 2022 for $44 billion, later rebranding the platform as X.
Musk’s lawyer, Alex Spiro, dismissed the lawsuit as part of a “multi-year campaign of harassment” by the SEC. He argued that the case was based on an administrative failure to file a single form, which, even if proven, would warrant only a minor penalty. Spiro further claimed that Musk had done nothing wrong and that the lawsuit was baseless.
Musk’s Legal Troubles Over Twitter Acquisition
Musk has faced multiple lawsuits related to his Twitter purchase, including another one filed by former Twitter shareholders over the late disclosure. Musk has defended his actions, claiming that the delay was unintentional and that there was no intent to deceive other shareholders.
This latest lawsuit against Musk by the SEC follows a history of contentious interactions between the billionaire and the regulator. In 2018, the SEC sued Musk over his Twitter posts regarding the potential privatization of Tesla. Musk settled the case by paying a $20 million fine and agreeing to have Tesla lawyers pre-approve certain tweets.
In addition to this new lawsuit, Musk has faced other SEC scrutiny, including a request for sanctions after he missed court-ordered testimony related to the Twitter investigation. A federal judge in San Francisco ultimately rejected the SEC’s request for sanctions, as Musk later testified and agreed to cover the SEC’s travel expenses.
Political Timing of the Lawsuit
The lawsuit comes just days before Donald Trump’s second presidential term begins, and some speculate that Musk’s legal battles could be affected by the shift in administration. SEC Chair Gary Gensler, who has clashed with Musk in the past, is stepping down as Trump takes office, with Paul Atkins nominated to replace him. The new leadership at the SEC could potentially review past actions and enforcement measures, including those involving Musk.
Conclusion
The SEC’s lawsuit is another chapter in Musk’s long-standing legal battles with the regulator, centered on his handling of Twitter stock and his broader business ventures. The outcome of the case could have significant implications for Musk’s future dealings with the SEC, particularly concerning timely disclosures of stock purchases.
