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Tesla shareholder sues company over 2018 SEC consent decree

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Tesla was sued by a shareholder last Friday after accusing the company’s board members of breaching their fiduciary duties in connection with the automaker’s 2018 consent decree with the SEC.

Tesla said in a 10-Q filing with the SEC on Monday that a shareholder filed the suit on October 21, alleging the company of breaching its duties after the 2018 settlement, which dealt with CEO Elon Musk’s Tweet that he was prepared to take the company private at $420 per share. “Funding secured,” Musk infamously said.

Tesla said in the filing:

“On October 21, 2022, a lawsuit was filed in the Delaware Court of Chancery by a purported shareholder of Tesla alleging, among other things, that board members breached their fiduciary duties in connection with their oversight of the Company’s 2018 settlement with the SEC, as amended. Among other things, the plaintiff seeks reforms to the Company’s corporate governance and internal procedures, unspecified damages, and attorneys’ fees.”

The company said it believes the claims have no merit, and they intend to defend against them “vigorously.”

In 2018, Musk stated on Twitter that he was planning to take Tesla shares private, which ultimately resulted in the SEC bringing securities fraud charges against the CEO. Tesla, Musk, and the SEC agreed to the following terms in 2018:

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  • Musk will step down as Tesla’s Chairman and be replaced by an independent Chairman.  Musk will be ineligible to be re-elected Chairman for three years;
  • Tesla will appoint a total of two new independent directors to its board;
  • Tesla will establish a new committee of independent directors and put in place additional controls and procedures to oversee Musk’s communications;
  • Musk and Tesla will each pay a separate $20 million penalty.  The $40 million in penalties will be distributed to harmed investors under a court-approved process.

However, Musk has pushed to have the decree thrown out this year. Aiming to remove the “muzzle” the decree has effectively placed on Musk, his attorneys argue the SEC’s overwatch of his actions has become more invasive. Musk attorneys, including Alex Spiro, stated, “Under the shadow of the consent decree, the SEC has increasingly surveilled, policed, and attempted to curb Mr. Musk’s protected speech that does not touch upon the federal securities laws. Any objective served by the pre-approval provision has been served.”

The SEC announced in early June it had established the Tesla Fair Fund, which aims to pay investors who were negatively affected by Musk’s “funding secured” Tweet.

Tesla was also sued by JPMorgan and other shareholders in relation to the Tweet.

I’d love to hear from you! If you have any comments, concerns, or questions, please email me at joey@teslarati.com. You can also reach me on Twitter @KlenderJoey, or if you have news tips, you can email us at tips@teslarati.com.

Joey has been a journalist covering electric mobility at TESLARATI since August 2019. In his spare time, Joey is playing golf, watching MMA, or cheering on any of his favorite sports teams, including the Baltimore Ravens and Orioles, Miami Heat, Washington Capitals, and Penn State Nittany Lions. You can get in touch with joey at joey@teslarati.com. He is also on X @KlenderJoey. If you're looking for great Tesla accessories, check out shop.teslarati.com

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Elon Musk

Elon Musk’s next Uranium in Uranus merch is Boring Company’s weirdest tease yet

Elon Musk teased a glowing new Boring Company merch idea, complete with a Geiger counter.

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Concept rendering of Boring Company Uranium in Uranus merch tease via Grok
Concept rendering of Boring Company Uranium in Uranus merch tease via Grok

Elon Musk teased the next piece of Boring Company merchandise on X Saturday, and it is exactly as unserious as fans of the company’s product history have come to expect. “The next @boringcompany merch will put Uranium in Uranus,” Musk wrote in a thread posted early Saturday morning. He followed up by explaining that the item would glow in the dark, “because otherwise how could you find it,” and that a Geiger counter would be sold separately as “an optional strap-on.”

Musk closed the thread with a line that doubles as a mission statement for the tunneling company’s merchandise arm: “It’s not easy coming up with something that is both outrageously unsellable and yet extremely popular.”

The Boring Company has built a small but consistent side business out of novelty items that start as jokes and end up selling out. The company’s Not-a-Flamethrower raised roughly $10 million in a few days back in 2018, moving all 20,000 units it produced. Its Burnt Hair perfume, priced around $100 a bottle, sold out fast enough that scalpers were flipping units on eBay for ten times the retail price. Boring Bricks, made from tunneling spoil, followed the same playbook of teasing a product on X months before it became real.

Musk has not said what the actual item will be, only that it involves uranium and glows in the dark. Given the pattern, that vagueness is probably intentional. Past merch announcements have started as one-line jokes and taken weeks or months to turn into an actual product listing on the company’s site, and there is no guarantee this one follows through at all.

The timing lines up with a period of real momentum for the Boring Company outside of the joke merchandise. The company said last week it plans to double the number of operational stations on its Vegas Loop by the end of the year, a target tied to a hiring push for drivers and operations managers. Prufrock-5, one of the company’s tunnel boring machines, also just wrapped a test tunnel in Bastrop, Texas, and is expected to relaunch on its next assignment in November.

Whether the uranium joke turns into an actual product remains to be seen. Musk’s post did not include a price, a shipping date, or even a name for the item, which has historically meant a Boring Company website page goes up quietly, password protected, sometime before an announcement.

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NASA taps SpaceX for more astronaut missions as Boeing Starliner remains grounded

NASA just gave SpaceX a $946 million contract for three more astronaut missions through 2030.

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NASA has awarded SpaceX a $946 million contract modification covering three more astronaut missions to the International Space Station, according to an announcement the agency published Friday. The award adds Crew-15, Crew-16, and Crew-17 to SpaceX’s existing Commercial Crew Transportation Capability contract, bringing the agreement’s total value to $5.92 billion across 17 flights.

SpaceX confirmed the award on X, writing that it was excited for Falcon 9 and Dragon to launch NASA’s Crew-15, 16, and 17 missions to the Space Station from Florida. The new missions cover ground, launch, in orbit, and return operations, along with cargo transport and a lifeboat capability while docked at the station, and the period of performance runs through 2030.

The award follows a notice of intent NASA issued in May, when the agency first signaled it would purchase up to six additional post certification missions from SpaceX. Teslarati covered that filing at the time, noting NASA cited technical issues and schedule delays encountered by Boeing as a driving factor. Friday’s contract modification locks in three of those six missions, with the remaining three left open for NASA to award later, potentially to Boeing if Starliner clears certification.

Boeing’s CST-100 Starliner has still not flown an operational crew rotation mission for NASA. The spacecraft’s most recent crewed test flight in 2024 ended without the astronauts returning aboard Starliner, and the company has spent the time since working through thruster problems. SpaceX President Gwynne Shotwell said this week that SpaceX is not retiring Crew Dragon today, for sure, while stopping short of committing to fly it past 2030.

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Crew-12 is currently docked at the space station, and NASA has said Crew-13 is targeting a launch in the coming weeks. The newly awarded Crew-15 through Crew-17 missions extend SpaceX’s role as NASA’s primary way of getting astronauts to and from orbit well into the back half of the decade, regardless of what happens with Starliner or Starship in the meantime.

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Investor's Corner

New drone video shows Tesla’s Optimus Factory reaching a turning point

New drone footage shows Tesla’s dedicated Optimus factory steel frame nearing completion at Giga Texas.

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Tesla’s dedicated Optimus factory at Gigafactory Texas is closing in on a finished steel frame, according to drone footage posted Thursday afternoon by longtime site observer Joe Tegtmeyer. In the video, Tegtmeyer said structural steel assembly is now about five column grids away from reaching the building’s north perimeter beam, putting the primary skeleton in its final stretch roughly six months after Tesla broke ground on the North Campus site in late March.

Tegtmeyer’s footage shows concrete already going in on three upper floors while crews continue laying rebar and pouring grade beam footings at ground level. That kind of parallel work, steel rising at one end of the site while concrete sets at the other, is a scheduling approach Tesla used at the original Giga Texas building and appears to be repeating here to save time before the plant’s targeted 2027 production start.

Teslarati has tracked the building’s progress since Tesla confirmed construction was officially underway in May, when the first steel structure went up on what was then bare, reclaimed land. The facility is part of a more than 5.2 million square foot expansion of Giga Texas’s North Campus that Tesla has said will eventually run nearly the length of the existing vehicle factory, over 4,000 feet, while sitting somewhat narrower. Musk has pegged the long term output target at 10 million Optimus units a year once the line is running at full capacity, a volume that would dwarf the one million unit pilot line Tesla is standing up separately at its Fremont, California factory.

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Tesla Giga Texas to feature massive Optimus V4 production line

The Texas facility sits alongside another major buildout on the same campus. Terafab, the joint Tesla and SpaceX chip fabrication plant that will eventually supply the silicon running Optimus units in the field. Housing robot assembly and chip production on the same grounds is a deliberate supply chain decision, cutting down on the shipping and lead time that would otherwise sit between the two.

Tesla has not given an updated timeline beyond its previously stated goal of bringing high volume Optimus production online at the site in the summer of 2027. Fremont’s smaller pilot line began mass producing the current Gen 3 robot in January, with that plant expected to build tens of thousands of units this year primarily to generate the real world data Tesla needs to refine the robot’s software before Giga Texas ramps up. Six months of visible construction progress, tracked almost entirely through Tegtmeyer’s recurring drone flights, gives the clearest outside look yet at how seriously Tesla is treating that 2027 deadline.

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