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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.”

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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:

  • 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.

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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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Tesla enters interesting situation with Full Self-Driving in California

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tesla model x
A Tesla Motors Inc Model X is seen at Tesla's introduction of its new battery swapping program in Hawthorne, California June 20, 2013. Tesla Motors Inc on Thursday unveiled a system to swap battery packs in its electric cars in about 90 seconds, a service Chief Executive Elon Musk said will help overcome fears about their driving range. REUTERS/Lucy Nicholson (UNITED STATES - Tags: TRANSPORT BUSINESS LOGO) - RTX10VSH

Tesla has entered an interesting situation with its Full Self-Driving suite in California, as the State’s Department of Motor Vehicles had adopted an order for a suspension of the company’s sales license, but it immediately put it on hold.

The company has been granted a reprieve as the DMV is giving Tesla an opportunity to “remedy the situation.” After the suspension was recommended for 30 days as a penalty, the DMV said it would give Tesla 90 days to allow the company to come into compliance.

The DMV is accusing Tesla of misleading consumers by using words like Autopilot and Full Self-Driving on its advanced driver assistance (ADAS) features.

The State’s DMV Director, Steve Gordon, said that he hoped “Tesla will find a way to get these misleading statements corrected.” However, Tesla responded to the story on Tuesday, stating that this was a “consumer protection” order for the company using the term Autopilot.

It said “not one single customer came forward to say there’s a problem.” It added that “sales in California will continue uninterrupted.”

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Tesla has used the terms Autopilot and Full Self-Driving for years, but has added the term “(Supervised)” to the end of the FSD suite, hoping to remedy some of the potential issues that regulators in various areas might have with the labeling of the program.

It might not be too long before Tesla stops catching flak for using the Full Self-Driving name to describe its platform.

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Tesla Robotaxi goes driverless as Musk confirms Safety Monitor removal testing

The Robotaxi suite has continued to improve, and this week, vehicles were spotted in Austin without any occupants. CEO Elon Musk would later confirm that Tesla had started testing driverless rides in Austin, hoping to launch rides without any supervision by the end of the year.

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Investor's Corner

Tesla stock closes at all-time high on heels of Robotaxi progress

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Credit: Tesla

Tesla stock (NASDAQ: TSLA) closed at an all-time high on Tuesday, jumping over 3 percent during the day and finishing at $489.88.

The price beats the previous record close, which was $479.86.

Shares have had a crazy year, dipping more than 40 percent from the start of the year. The stock then started to recover once again around late April, when its price started to climb back up from the low $200 level.

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This week, Tesla started to climb toward its highest levels ever, as it was revealed on Sunday that the company was testing driverless Robotaxis in Austin. The spike in value pushed the company’s valuation to $1.63 trillion.

Tesla Robotaxi goes driverless as Musk confirms Safety Monitor removal testing

It is the seventh-most valuable company on the market currently, trailing Nvidia, Apple, Alphabet (Google), Microsoft, Amazon, and Meta.

Shares closed up $14.57 today, up over 3 percent.

The stock has gone through a lot this year, as previously mentioned. Shares tumbled in Q1 due to CEO Elon Musk’s involvement with the Department of Government Efficiency (DOGE), which pulled his attention away from his companies and left a major overhang on their valuations.

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However, things started to rebound halfway through the year, and as the government started to phase out the $7,500 tax credit, demand spiked as consumers tried to take advantage of it.

Q3 deliveries were the highest in company history, and Tesla responded to the loss of the tax credit with the launch of the Model 3 and Model Y Standard.

Additionally, analysts have announced high expectations this week for the company on Wall Street as Robotaxi continues to be the focus. With autonomy within Tesla’s sights, things are moving in the direction of Robotaxi being a major catalyst for growth on the Street in the coming year.

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Tesla needs to come through on this one Robotaxi metric, analyst says

“We think the key focus from here will be how fast Tesla can scale driverless operations (including if Tesla’s approach to software/hardware allows it to scale significantly faster than competitors, as the company has argued), and on profitability.”

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Tesla needs to come through on this one Robotaxi metric, Mark Delaney of Goldman Sachs says.

Tesla is in the process of rolling out its Robotaxi platform to areas outside of Austin and the California Bay Area. It has plans to launch in five additional cities, including Houston, Dallas, Miami, Las Vegas, and Phoenix.

However, the company’s expansion is not what the focus needs to be, according to Delaney. It’s the speed of deployment.

The analyst said:

“We think the key focus from here will be how fast Tesla can scale driverless operations (including if Tesla’s approach to software/hardware allows it to scale significantly faster than competitors, as the company has argued), and on profitability.”

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Profitability will come as the Robotaxi fleet expands. Making that money will be dependent on when Tesla can initiate rides in more areas, giving more customers access to the program.

There are some additional things that the company needs to make happen ahead of the major Robotaxi expansion, one of those things is launching driverless rides in Austin, the first city in which it launched the program.

This week, Tesla started testing driverless Robotaxi rides in Austin, as two different Model Y units were spotted with no occupants, a huge step in the company’s plans for the ride-sharing platform.

Tesla Robotaxi goes driverless as Musk confirms Safety Monitor removal testing

CEO Elon Musk has been hoping to remove Safety Monitors from Robotaxis in Austin for several months, first mentioning the plan to have them out by the end of 2025 in September. He confirmed on Sunday that Tesla had officially removed vehicle occupants and started testing truly unsupervised rides.

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Although Safety Monitors in Austin have been sitting in the passenger’s seat, they have still had the ability to override things in case of an emergency. After all, the ultimate goal was safety and avoiding any accidents or injuries.

Goldman Sachs reiterated its ‘Neutral’ rating and its $400 price target. Delaney said, “Tesla is making progress with its autonomous technology,” and recent developments make it evident that this is true.

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