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Tesla’s Elon Musk faces the SEC in hearing over contempt charges (Updates)

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6 years ago

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The day after the release of Tesla’s Q1 vehicle delivery and production report, CEO Elon Musk headed to a Manhattan courthouse to face the charges leveled against him by the Security and Exchange Commission (SEC). The SEC accused Musk of violating the terms of his settlement with the agency when the CEO tweeted on February 19 that Tesla will produce around 500k vehicles in 2019, echoing one of his statements from the Q4 2018 earnings call.

Musk arrived in the courthouse on Thursday in light spirits. Smiling to cameras, the Tesla CEO told reporters that he respects the American justice system. “I have great respect for the justice system and I think the judges in the American system are outstanding,” Musk said. When prompted by veteran CNBC reporter Phil LeBeau if he feels the same way about the SEC, Musk laughed and walked forward.

The SEC’s arguments

The courtroom was packed as Elon Musk and the SEC’s legal team faced off before U.S. District Judge Alison Nathan. Each side is given 45 minutes to express their arguments. The agency went first, represented by SEC attorney Cheryl Crumpton, who immediately claimed that Musk “recklessly tweeted out information that has no basis in fact (credit to Matt Robinson of Bloomberg, who is currently conducting a Live Blog of the hearing).”

Explaining further, Crumpton stated that the requirement that Musk get pre-approval for his tweets was “the heart of the relief” that the government had sought as part of its settlement. The SEC lawyer also noted it has become pretty clear “over the course of the last few weeks” that Musk does not intend to comply with last year’s settlement terms. Crumpton added that the agreement does not require every single tweet to be pre-approved, provided that the information in the posts was immaterial. “The communication we are talking about here is very, very different,” she said.

The SEC lawyer also pointed the blame to Tesla, who allegedly is failing to control the conduct of its CEO. “Tesla’s conduct is also troubling to the SEC. This court ordered Tesla to implement a mandatory pre-approval process, but they are apparently fine with Mr. Musk making up his own procedure. Tesla still seems unwilling to exercise any meaningful control over the conduct of its CEO,” Crumpton replied.

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Judge Nathan, for her part, asked the SEC lawyer if Musk would need to get approval for tweets that reiterated information that had already been disclosed. The judge went through different hypotheticals with the SEC lawyer, such as repeating earlier guidance. “We’re not saying always yes or always no to that. It depends is the answer,” Crumpton said.

“This is a material statement no matter how you cut it, and it was a violation to not get it pre-approved,” Crumpton added.

For his alleged violations of his settlement, the SEC lawyer called on the court to give Musk a series of escalating fines if he continues to violate the order. Crumpton also stated that the SEC wants the court to order Musk to report monthly on his compliance with the settlement. “We want the court to tell them that this has to observed in the way that it’s written,” the SEC lawyer said.

Response from Tesla’s legal team

With the SEC having completed its argument, it was time for Elon Musk’s legal team to argue their points. Tesla lawyer John Hueston stated that “it’s very clear that Mr. Musk retained discretion in the policy. The policy makes clear that the tweet is subject to a fact-based determination by Mr. Musk.” The Tesla lawyer also stated that Musk’s decision to decide what’s material information was negotiated. “That’s exactly what Tesla negotiated for and got,” Hueston said.

The Tesla lawyer also argued that the SEC is currently pretending to be shocked that Musk gets to decide what is material information and what is not, but that is exactly what the the order says. “They agreed to take out language saying that everything has to be approved. There has to be an oversight process and there is an oversight process. They’re not happy about that today,” he said.

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Musk’s legal team stated there is  not a clear enough standard to use the harsh recourse of contempt. Instead, Hueston stated that the SEC should have attempted to work things out with Elon Musk and Tesla before bringing the matter to court. “What the SEC should have done was approach in good faith and try to work things out,” the Tesla lawyer said. In response, Judge Nathan noted that her intent is “not only to invite it but to order it.” The judge also added that she will tell the parties to create a new agreement that incorporates the SEC’s concerns.

Addressing Musk’ counsel, Judge Nathan inquired about a scenario in which the CEO will be violating the terms of his settlement with the SEC. When the Tesla lawyer noted that he couldn’t think of one, the judge replied “You’re not very imaginative.”

Continuing his points, Hueston noted that the 15 post-order tweets that were cited by SEC as proof of Musk’s violation of his settlement shows that the agency believes “that, apparently, contempt can fall on him for things that he’s tweeting” even if the information had already been disclosed. “They have not shown that the proof of non-compliance is clear and convincing. This is not someone who’s wantonly saying he doesn’t care about processes and procedures. That’s someone who is trying his best to comply and has been diligent,” the Tesla lawyer said (credit to Bloomberg‘s Chris Dolmetsch for the update).

The SEC’s Rebuttal

The SEC lawyer returned stating that the agency did not rush into its request to have Musk held in contempt at all. “Its not that we rushed into court on the first opportunity. There have been a number of tweets over time.” Crumpton further added that the SEC assumed Musk will comply with the terms of his settlement despite his statements in 60 Minutes, where he explicitly commented that he does not respect the SEC.

Hearing Adjourned

Following the SEC’s rebuttal, Judge Nathan asserted that compliance with court orders is not optional, nor is it a game, regardless of whether you are a “small potato or a big fish.” She also noted that government lawyers must take all steps necessary to reach a resolution before invoking contempt, before adding that she has “serious concerns that whatever I decide here the issue will not be finally resolved.”

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Judge Nathan ordered the two parties to arrange a meeting and send a letter to the court within two weeks. The parties will be required to indicate if they have reached an agreement or not. If no agreement is reached then, Elon Musk’s legal team and the SEC will hear from her in due course.

The hearing was adjourned after. In a statement following the hearing, Musk stated that he was “very impressed with Judge Nathan’s analysis.”

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Elon Musk

Tesla executes ‘a must’ with Musk as race to AI supremacy goes on: Wedbush

Dan Ives of Wedbush says Tesla made the right move getting Elon Musk his pay package.

Published

19 hours ago

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August 4, 2025

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elon musk
Steve Jurvetson, CC BY 2.0 , via Wikimedia Commons

Tesla (NASDAQ: TSLA) executed what Wedbush’s Dan Ives called “a must” this morning as it finalized a new pay package for its CEO Elon Musk.

The move helped give Musk his first meaningful compensation at Tesla since 2017, when the company offered a pay package that was based on performance and proven growth. That package was approved by shareholders on two separate occasions, but was denied to Musk both times by the Delaware Chancery Court.

On Monday, Tesla announced on X that it had created a new package that would give 96 million shares of restricted stock to Musk to compensate him for the “immense value generated for Tesla and all our shareholders.”

The details of the pay package are designed to retain Musk, who has voiced some concerns about his control of Tesla, as “activist shareholders” have used lawsuits to disrupt the previously approved package.

You can read all the details of it here:

Tesla rewards CEO Elon Musk with massive, restricted stock package

Ives says Musk’s retention is ‘a must’

Ives said in a note to investors on Monday that with the raging AI talent war that Tesla made a smart move by doing what it could to retain Musk.

He wrote:

“With the AI talent war now fully underway across Big Tech, we believe this was a strategic move to keep TSLA’s top asset, Musk, would stay focused at the company with his priority being to bolster the company’s growth strategy over the coming years. With this interim award increasing Musk’s voting rights upon this grant, which Musk honed in on and mentioned was increasingly important to incentivize him to stay focused on the matters at hand, this was a strategic move by the Board to solidify Musk as CEO of Tesla over the coming years with this framework for Musk’s pay package and greater voting control removing a major overhang on the story.”

He went on to say:

“While the groundwork is now in place for the next few years, it will be critical for the Tesla Board of Directors to get this long-term compensation strategy in place prior to the company’s November 6th shareholder meeting which would address the elephant in the room and remove a significant overhang on the stock.”

Wedbush maintained its Outperform rating and its $500 price target on the stock.

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Elon Musk

Tesla rewards CEO Elon Musk with massive, restricted stock package

Tesla announced a new pay package for Elon Musk that is restricted and will award him nearly $30 billion for contributions to the company.

Published

1 day ago

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August 4, 2025

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Justin Pacheco, Public domain, via Wikimedia Commons

Tesla has rewarded CEO Elon Musk with a massive, restricted stock package that equates to about $29 billion in shares in an effort to retain him as the head of the company.

It is also a package that aims to reward Musk for leading numerous Tesla projects that have brought billions in value for shareholders over the past seven years. After his 2018 pay package was rejected by a Delaware Chancery Court, Musk started to question his future at the company.

This move, performed by a Special Committee of the Tesla Board, should retain him for several years.

On Monday morning, Tesla shared on X that it had approved a recommendation from a Special Committee comprised of Board Chair Robyn Denholm and fellow board member Kathleen Wilson-Thompson. It aimed to compensate Musk for his “extraordinary work” and reward him after not receiving “meaningful compensation” for the last eight years.

The post stated that “Tesla is committed to honoring its promises in the 2018 CEO Performance Award and intends to compensate its CEO for his future services commensurate with his contributions to our company and shareholders, we have recommended this award as a first step, ‘good faith’ payment to Elon.”

The award includes the following:

  • 96 million restricted shares of stock, subject to Elon paying a purchase price upon meeting a two-year vesting term, to be delivered after receipt of antitrust regulatory approval
  • The purchase price will be equal to the split-adjusted exercise price of the stock options awarded to Elon under the 2018 CEO Performance Award ($23.34 per share)
  • A requirement that Elon serve continuously in a senior leadership role at Tesla during the two-year vesting term
  • A pledging allowance to cover tax payments or the purchase price
  • A mandatory holding period of five years from the grant date, except to cover tax payments or the purchase price (with any sales for such purposes to be conducted through an orderly disposition in coordination with Tesla); and
  • If the Delaware courts fully reinstate the 2018 CEO Performance Award, this interim award will be forfeited or returned or a portion of the 2018 CEO Performance Award will be forfeited. To put it simply, there cannot be any “double dip.” Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award, should the courts rule in our favor

The board added:

“The Special Committee believes now is the right time to take decisive action to recognize the extraordinary value that Elon created for Tesla shareholders. As such, the Board (with Elon and Kimbal Musk recusing themselves) has unanimously approved a recommendation from the Special Committee of the Board to grant Elon an award of restricted stock equal to approximately one-third of the compensation he earned under the 2018 CEO Performance Award.”

Musk and his brother, Kimbal, are both members of the Tesla board. However, both Musk brothers recused themselves from any voting on this pay package.

The move comes as Musk has hinted on several occasions that he is concerned about his control of the company. His current stake in Tesla stands at about 12.8 percent. He has said a few times he would be more comfortable with a 25 percent stake to protect himself against “activist shareholders.”

He commented on it during the Q2 Earnings Call in late July:

“That is a major concern for me, as I’ve mentioned in the past. I hope that is addressed at the upcoming shareholders’ meeting. But, yeah, it is a big deal. I want to find that I’ve got so little control that I can easily be ousted by activist shareholders after having built this army of humanoid robots. I think my control over Tesla, Inc. should be enough to ensure that it goes in a good direction, but not so much control that I can’t be thrown out if I go crazy.”

The pay package should alleviate any concerns that Tesla would lose Musk as its CEO. Retaining him is perhaps the biggest step in ensuring consistent progress is made on several fronts, including AI and Robotics.

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Investor's Corner

Tesla tailwinds could drive momentum-filled finish to 2025: analyst

Tesla is heading toward some momentum to finish out the year, one Wall Street firm believes.

Published

5 days ago

on

July 31, 2025

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Credit: @heydave7/X

Tesla has some tailwinds that could drive it toward a momentum-filled finish to the year, one Wall Street analyst is predicting.

The tailwinds are joined by some minor risks that have impacted the broader electric vehicle market, but overall, this firm believes Tesla has many catalysts moving forward.

Emmanuel Rosner of Wolfe Research believes that Tesla has plenty of things that could drive the stock upward as we approach the end of the year. With Q3 well underway, Tesla has about five months of catalysts to rely on to erase the roughly 18 percent drop in stock price it has so far this year.

At first glance, it is easy to see the things that would have investors bullish on Tesla for the rest of 2025 and even beyond. Initially, the Robotaxi launch and expansion, which spread to Northern California last night, provide potentially huge tailwinds for the company moving forward.

Tesla expands Robotaxi operation to California’s Bay Area

Along with that, and slightly related, are the advancements in Full Self-Driving that the company has made over the past few months.

This includes the potential launch of the FSD suite in regions like Europe and Australia, where the company believes it will make some progress on regulatory approval in the coming months.

Finally, Wolfe says the company’s Optimus project, which is expected to enter scale production sometime next year, is the third catalyst for Tesla moving forward.

With these three projects in motion, Tesla truly can begin to work on rebounding from a rough 2025 on the market.

Rosner writes:

“This name trades more around the narrative than the numbers. And net-net, we tactically see an improving narrative from here. Tesla has several catalysts coming up w/r/t FSD and Robotaxi, including an expansion of their AV service into several new U.S. markets (San Francisco, Nevada, Arizona, Florida, etc.). The company plans to unlock hands-free/eyes-off autonomy for FSD owners in select U.S. locations by YE25. Supervised FSD in China and Europe is expected to launch over the next ~12 months. And, Optimus is expected to enter scale production in 2026.”

Tesla is currently trading around $310 at around 3:20 p.m. on the East Coast.

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