U.S. Senator Elizabeth Warren has called for the Securities and Exchange Commission (SEC) to investigate Tesla and its Board of Directors for “failing to manage the actions of CEO Elon Musk in his dual role as CEO of Twitter and Tesla.”
Warren penned a letter on Thursday morning that aims to raise awareness of Musk’s actions since purchasing Twitter, now called X, and the Tesla Board’s failure “to uphold its legal duty to ensure that Mr. Musk acts in the best interest of Tesla.”
Warren said in the letter that the Tesla Board has also not adequately disclosed concerns about the conflict of interest that stems from Musk running both Tesla and X.
“Tesla is publicly owned, and Mr. Musk and the Board have responsibilities to shareholders and the public in their management of the company. Mr. Musk’s personal wealth – and his personal relationships with Board members – do not shield him or the Tesla Board from meeting basic SEC governance and disclosure rules. The concerns about Mr. Musk’s actions as Tesla CEO since his purchase of Twitter and the Board’s failure to address or disclose potential risks related to them raise obvious questions about Tesla’s compliance with SEC rules and regulations. I am therefore asking the SEC to open an investigation into Tesla to ensure that the actions of Mr. Musk and the Tesla Board have not violated securities laws.”
“Mr. Musk’s actions since purchasing Twitter and becoming its Chief Executive Officer (CEO) – while remaining Tesla’s CEO – have raised concerns about conflicts of interest, misappropriation of corporate assets, and other negative impacts to Tesla shareholders. Despite recent and repeated calls from investors to address these actions, the Board appears to have failed to uphold its legal duty to ensure that Mr. Musk act in the best interest of Tesla. The Board also does not appear to have adequately disclosed concerns about these issues to investors, undermining shareholders’ ability to make informed voting and investing decisions and to hold their fiduciaries accountable.”
Warren has previously expressed concerns about Musk’s purchase of X. In December 2022, she wrote a letter to Tesla Board Chairwoman Robyn Denholm stating that there could have been a misappropriation of Tesla resources.
Additionally, Warren said that Tesla’s board had “an apparent lack of independence” from Musk in a letter sent to the SEC in July 2023.
Warren believes Musk’s actions could be potential violations of securities laws, including Nasdaq listing rules requiring a majority independent board, SEC disclosure requirements regarding Board independence, and Tesla’s violation of SEC rule 10b-5, which prohibits any act of omission resulting in fraud or deceit.
Warren continues in her letter:
“Tesla is publicly owned, and Mr. Musk and the Board have responsibilities to shareholders and the public in their management of the company. Mr. Musk’s personal wealth – and his personal relationships with Board members – do not shield him or the Tesla Board from meeting basic SEC governance and disclosure rules. The concerns about Mr. Musk’s actions as Tesla CEO since his purchase of Twitter and the Board’s failure to address or disclose potential risks related to them raise obvious questions about Tesla’s compliance with SEC rules and regulations. I am therefore asking the SEC to open an investigation into Tesla to ensure that the actions of Mr. Musk and the Tesla Board have not violated securities laws.”
Warren cites several news articles in her letter that show Musk appearing to display “a distracted or overly focused” attitude on other ventures.
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