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Shares of the electric car company were halted for more than an hour Tuesday after Musk sent a string of tweets saying he is considering taking the company private. The stock closed up 11 percent.
"Nobody, when they're looking at a privatization, dangles this way and does this sort of teasing dance of choreography. Somebody only does this when they are trying to distract us with a shiny new thing," Sonnenfeld said on "Power Lunch."
Tesla's stock first jumped after a tweet from Musk's verified Twitter account said, "Am considering taking Tesla private at $420. Funding secured."
In an email sent later to Tesla employees, Musk wrote, "a final decision has not yet been made, but the reason for doing this is all about creating the environment for Tesla to operate best."
He also said, "If the process ends the way I expect it will, a private Tesla would ultimately be an enormous opportunity for all of us."
Sonnenfeld, senior associate dean at the Yale School of Management and a CNBC contributor, said Tesla has operational problems and has lost 50 key staffers.
"There's a lot of problems here. He can't afford to build the new factory that he says he wants to build. This is a distracting strategy like attacking the press," he said.
Sonnenfeld thinks Musk has painted himself into a corner.
"If he's not serious ... how does he get out this right now?" Sonnenfeld said. "He needs some golden chariots to come down from the sky and save him. He'll invent that, he's pretty clever. There will be some reason why."
When asked to comment on Sonnenfeld's remarks, a Tesla spokesperson referred to Musk's email.
— CNBC's Robert Ferris contributed to this report.