Investor's Corner

Elon Musk’s ‘reckless conduct’ on Twitter highlighted by SEC in fiery rebuttal

Published

6 years ago

March 19, 2019

Simon Alvarez

The Securities and Exchange Commission (SEC) has issued a fiery response to the points outlined by Elon Musk’s legal team last week, which saw the Tesla CEO take a firm stand against the allegations of the agency. According to the SEC’s response, Musk must be held in contempt because his “reckless actions” on social media have been “stunning.”

Musk’s ‘stunning’ conduct

The SEC filed its rebuttal of Musk’s points on Monday, arguing that Musk has made no diligent or good faith effort to comply with the pre-approval provision of the court’s order. The SEC also pointed out that none of Elon Musk’s tweets since he reached a settlement with the agency last year were screened before they were posted online.

“The pre-approval requirement was designed to protect against reckless conduct by Musk going forward. It is therefore stunning to learn that, at the time of filing of the [contempt] motion, Musk had not sought pre-approval for a single one of the numerous tweets about Tesla he published in the months since the court-ordered pre-approval policy went into effect. Musk reads this Court’s order as not requiring pre-approval unless Musk himself unilaterally decides his planned tweets are material. His interpretation is inconsistent with the plain terms of this Court’s order and renders its pre-approval requirement meaningless” the agency wrote.

Material Information

The agency also argues that Musk’s February 19 tweet, where he noted that Tesla would produce around 500,000 vehicles in 2019, was material information to Tesla and its shareholders. The agency added that the frequency of Tesla’s references to its production forecast in its public statements is proof that such statements are material for the company.

“Musk’s recognition of the significance of Tesla’s vehicle production forecasts to investors is evidenced by the frequency with which he and Tesla highlight such forecasts in their public statements. For years and continuing through the company’s most recent earnings release, Tesla and Musk have prominently featured vehicle production forecasts in their public communications, including Tesla’s investor letters, Musk’s tweets, and the company’s filings with the SEC. While some companies emphasize forward-looking guidance on financial metrics such as revenue and earnings per share, Tesla often highlights guidance regarding expected production rates and deliveries. Given this focus on Tesla’s production capabilities, Musk cannot credibly argue that his statement, as Tesla’s CEO, that the company ‘will make around 500k’ cars in 2019 could not have reasonably contained information material to Tesla and its investors,” the SEC argued.

Disclosures

The SEC further argued that Musk’s tweet was different from the previous public disclosures. Tesla’s Q4 2018 and Full Year Update Letter noted that the company is expecting to deliver 360,000 to 400,000 vehicles in 2019, though Musk later pointed out in the earnings call that Tesla is aiming to produce around “maybe in the order of 350,000 to 500,000 Model 3s” this 2019. The SEC does not recognize Musk’s statement in the earnings call.

“Disputing the logical conclusion that new information about a critical company metric reasonably could be material to Tesla’s shareholders, Musk claims that the 7:15 tweet ‘simply was not ‘news.’’ It is frankly difficult to follow Musk’s tortured analysis, which attempts to cobble together information from various public statements by Tesla in January 2019 to arrive at the post hoc conclusion that his 7:15 tweet was ‘within previously disclosed ranges.’ Regardless, Musk’s arguments do not change the fact that, before the 7:15 tweet, Tesla had never disclosed that it planned to make around 500,000 cars in 2019. Therefore, Musk was required to obtain pre-approval before he published this statement.

“Prior to the 7:15 tweet, Tesla had not publicly disclosed any forecast of the total number of vehicles it expected to produce in 2019. This should end the Court’s inquiry as to whether Musk’s failure to seek pre-approval constituted a violation of the Court’s order. In the absence of an affirmative forecast on this important topic, Musk’s tweet contained new information that could reasonably have been material to Tesla and its shareholders.

“Tesla had, however, previously provided a clear forecast of total vehicle deliveries in 2019. Specifically, Tesla’s January 30, 2019 Fourth Quarter & Full Year Update (‘Update Letter’) stated, “In total, we are expecting to deliver 360,000 to 400,000 vehicles in 2019 . . . .” Tesla included the same delivery forecast in the pre-approved talking points for its January 30 earnings call. Evidently at a loss as to how to explain the material difference between the company’s repeated deliveries guidance and his 7:15 tweet, Musk’s brief does not even mention the deliveries guidance.

“Instead, Musk argues that his tweet could not reasonably have been material because Tesla previously stated that it was ‘targeting’ an annualized production rate in excess of 500,000 Model 3 vehicles sometime between Q4 of 2019 and Q2 of 2020. This guidance was also given in Tesla’s 2018 Form 10-K and during Tesla’s January 30 earnings call. But this was a qualified forecast (‘targeting’) of Tesla’s expected achievement of a production run rate (not of aggregate production) for a particular vehicle line at some future point in time (somewhere between late 2019 and the middle of 2020). On its face, the 7:15 tweet—which stated that Tesla will make around 500,000 cars in 2019—was materially different from Tesla’s production rate forecasts for Model 3.”

The skirmish continues

The release of the SEC’s response to Elon Musk’s stance would likely cause more volatility for Tesla and the performance of its stock (NASDAQ:TSLA). The agency and the CEO have clashed a number of times over the past year, and Tesla shareholders have been, for the most part, adversely affected. With the SEC’s response showing that the battle between Musk and the agency will likely continue, Tesla shareholders and those that follow the company closely would best be prepared for more ripples along the way.

A decision on the SEC’s request to hold Elon Musk in contempt of court for his February 19 tweet will be decided by the US District Court for Southern New York, the same office which which the CEO and the agency’s settlement last October.

The SEC’s rebuttal of Elon Musk’s arguments could be accessed here.

Related Topics:$TSLA Elon Musk Tesla Tesla Model 3 Top Story

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Simon Alvarez

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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Investor's Corner

Tesla bear turns bullish for two reasons as stock continues boost

“I think from a trading perspective, it looks very interesting,” Nathan said, citing numerous signs of strength, such as holding its 200-day moving average and holding against its resistance level.

Published

16 hours ago

September 12, 2025

Joey Klender

Credit: Tesla Manufacturing

A Tesla bear is changing his tune, turning bullish for two reasons as the company’s stock has continued to get a boost over the past month.

Dan Nathan, a notorious skeptic of Tesla shares, said he is changing his tune, at least in the short term, on the company’s stock because of “technicals and sentiment,” believing the company is on track for a strong Q3, but also an investment story that will slowly veer away from its automotive business.

He also said he believes a rally for the stock could continue as it heads into the end of the quarter, especially as the $7,500 electric vehicle tax credit is coming to an end at the end of the month.

With that being said, he believes the consensus for Q3 deliveries is “probably low,” as he believes Wall Street is likely underestimating what Tesla will bring to the table on October 1 or 2 when it reports numbers for the quarter.

Tesla bear Dan Nathan has flipped his script on Tesla $TSLA shares, citing “technicals and sentiment”

pic.twitter.com/QNNNsjljZL

— TESLARATI (@Teslarati) September 12, 2025

Tesla shares are already up over five percent today, with gains exceeding nine percent over the past five trading days, and more than fourteen percent in the past month.

While some analysts are looking at the performance of other Mag 7 stocks, movement on rates from the Federal Reserve, and other broader market factors as reasoning for Tesla’s strong performance, it appears some movement could be related to the company’s recent developments instead.

Over the past week, Tesla has made some strides in its Robotaxi program, including a new license to test the platform in the State of Nevada, which we reported on.

Tesla lands regulatory green light for Robotaxi testing in new state

Additionally, the company is riding the tails of the end of the EV tax credit, as inventory, both new and used, is running extremely low, generally speaking. Many markets do not have any vehicles to purchase as of right now, making delivery by September 30 extremely difficult.

However, there has been some adjustments to the guidelines by the IRS, which can be read here:

Tesla set to win big after IRS adjusts EV tax credit rules

Tesla is trading at around $389 at 10:56 a.m. on the East Coast.

Elon Musk

Analyst: Elon Musk’s $1 trillion Tesla pay deal modest against robot market potential

Jonas highlighted Tesla’s longer-term ambitions in robotics as a key factor in his assessment.

Published

4 days ago

September 9, 2025

Simon Alvarez

Credit: Tesla

Morgan Stanley analyst Adam Jonas, one of Wall Street’s most ardent Tesla (NASDAQ:TSLA) bulls today, has described Elon Musk’s newly proposed $1 trillion performance-based compensation package as a “good deal” for investors.

In a note shared this week, Jonas argued that the package helps align the interests of Musk and Tesla’s minority shareholders, despite its shockingly high headline number.

Future market opportunities

Jonas highlighted Tesla’s longer-term ambitions in robotics as a key factor in his assessment. “Yes, a trillion bucks is a big number, but (it) is rather modest compared to the size of the market opportunity,” Jonas wrote. He added that the humanoid robot market could ultimately surpass the size of today’s global labor market “by a significant multiple.”

“We have entertained scenarios where the humanoid robot market can exceed the size of today’s global labor market… by a significant multiple,” Jonas wrote, as shared on X by Tesla watcher Sawyer Merritt.

The analyst likened the arrival of AI-powered robotics to the transformative effect of electricity, noting that “contemplating future global GDP before AI robots is like contemplating global GDP before electricity.” The Morgan Stanley analyst’s insights align with the idea that as much as 80% of Tesla’s future valuation could be tied to its Optimus humanoid robot program.

Morgan Stanley's Adam Jonas on Tesla's new proposed $1 trillion performance based pay package for Elon Musk:

"In our view, it is a good deal for @Tesla shareholders. While the proof is in the execution, at face value, the proposed compensation package aligns Tesla minority… pic.twitter.com/i6tY2Stpyh— Sawyer Merritt (@SawyerMerritt) September 8, 2025

Elon Musk’s pay package

Tesla’s board has tied Elon Musk’s proposed compensation package to some of the most ambitious targets in corporate history. The 2025 CEO Performance Award requires the automaker’s valuation to soar from roughly $1.1 trillion today to $8.5 trillion over the next decade, a level that would make Tesla the most valuable company in existence.

The plan also demands a leap in Tesla’s operating profit, from $17 billion in 2024 to $400 billion annually. It also ties the CEO’s compensation to a number of product milestones, including the delivery of 20 million vehicles in total, 10 million active Full Self-Driving subscriptions, 1 million Tesla Bots, and 1 million Robotaxis in operation. Tesla’s board emphasized that Musk’s leadership was fundamental to achieving such ambitious goals, with Chair Robyn Denholm noting the award would align the CEO’s incentives with long-term shareholder value.

Elon Musk

Tesla board reveals reasoning for CEO Elon Musk’s new $1 trillion pay package

“Yes, you read that correctly: in 2018, Elon had to grow Tesla by billions; in 2025, he has to grow Tesla by trillions — to be exact, he must create nearly $7.5 trillion in value for shareholders for him to receive the full award.”

Published

1 week ago

September 5, 2025

Joey Klender

(Credit: Tesla)

Tesla’s Board of Directors has proposed a new pay package for company CEO Elon Musk that would result in $1 trillion in stock offerings if he is able to meet several lofty performance targets.

Musk, who has not been meaningfully compensated since 2017, completed his last pay package by delivering billions in shareholder value through a variety of performance-based “tranches,” which were met and resulted in the award of billions in stock.

Elon Musk’s new pay plan ties trillionaire status to Tesla’s $8.5 trillion valuation

However, Musk was unable to claim this award due to a ruling by the Delaware Chancery Court, which deemed the payout an “unfathomable sum.”

Now, the company is taking steps to ensure Musk gets paid, as the Board feels that it is crucial to retain its CEO, who has been responsible for much of the company’s success.

This is not a statement to undermine the work of all of Tesla’s terrific employees, but a ship needs to be captained by someone, and Musk has proven he is the right person for the job.

The Board also believes that, based on a statement made by the company in its proxy, various issues will be discussed during the upcoming Shareholder Meeting.

Robyn Denholm and Kathleen Wilson-Thompson recognized Musk’s contributions in a statement, which encouraged shareholders to vote to approve the payout:

“We’re asking you to approve the 2025 CEO Performance Award. In designing the new performance award, we explored numerous alternatives. Ultimately, the new award aims to build upon the success of the 2018 CEO Performance Award framework, which ensure that Elon was only paid for the performance delivered and incentivized to guide Tesla through a period of meteoric growth. The 2025 CEO Performance Award similarly challegnes Elon to again meet a series of even more aspirational goals, including operational milestones focused on reaching Adjusted EBITDA targets (thresholds that are up to 28 times higher than the 2108 CEO Performance Award’s top Adjusted EBITDA milestone) and rolling out new or expanded product offerings (including 1 million Robotaxis in commercial operation and delivery of 1 million AI Bots), all while growing the company’s market capitalization by trillions of dollars.

Yes, you read that correctly: in 2018, Elon had to grow Tesla by billions; in 2025, he has to grow Tesla by trillions — to be exact, he must create nearly $7.5 trillion in value for shareholders for him to receive the full award.

In addition to these unprecedented performance milestones, the 2025 CEO Performance Award also includes innovative structural features, born out of the special committee’s considered analysis and extensive shareholder feedback. These features include supercharged retention (at least seven and a half years and up to 10 years to vest in the full award), structural protections to minimize stock price volatility due to administration of this award and, thereafter, incentives for Elon to participate in the Board’s continued development of a framework for long-term CEO Succession. If Elon achieves all the performance milestones under this principle-based 2025 CEO Performance Award, his leadership will propel Tesla to become the most valuable company in history.”

Musk will have a lot of things to accomplish to receive the 423,743,904 shares, which are divided into 12 tranches.

However, the Board feels he is the right person for the job, and they want him to remain the CEO. This package should ensure that he stays with Tesla, as long as shareholders feel the same way.