SolarCity appoints a two-person committee to decide whether to sell to Tesla

All of Solar City’s other board members have recused themselves from voting on the proposal.

When Elon Musk's electric car company offers to buy Elon Musk's solar power company, you better believe things will get complicated.

The two companies (Musk serves as chairman of both) already work closely together —so closely that five of SolarCity's board members work at Tesla, are on Tesla's board or are related to someone who is.

To ensure Tesla's proposal to acquire all of the remaining SolarCity common stock is fairly evaluated, SolarCity's board of directors has appointed two people the exclusive right to make the decision for the board — Donald Kendall and Nancy Pfund.

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The overlap in executives highlights a deeper issue in the merger. It's not immediately clear what a tie-up between the two companies would bring, and both companies operate at a loss. A merger might just make things worse. Kendall and Pfund will have to determine if the proposal will materially benefit SolarCity shareholders and not just give Musk a way to consolidate his bets.

Elon Musk
David Paul Morris | Bloomberg | Getty Images
Elon Musk

Kendall, who is the CEO of investment management firm Kenmont Solutions Capital, is the only person on the SolarCity board without a direct connection to Tesla.

Pfund, on the other hand, is the founder and managing partner of DBL Investors, which invested in Tesla and served on the car company's board before the company went public.

All but one of the other SolarCity board members — company chairman Musk; CEO and Musk's cousin Lyndon Rive; CTO and other Musk cousin Peter Rive; CEO of Valor equity partners and Tesla board member Antonio Gracias; and Tesla co-founder and CTO J.B. Straubel — have recused themselves from voting on whether to accept Tesla's $2.8 billion offer. John Fischer, who is a partner in Tesla and Solar City investor Draper Fisher Ventures, has not officially recused himself.

In a letter Tesla's board of directors sent to SolarCity's CEO, the company offered to buy all of SolarCity's remaining common stock in exchange for Tesla's common shares for $26.50 to $28.50 a share.

By Johana Bhuiyan, Recode.net.

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