The Securities and Exchange Commission settled charges with Tesla CEO Elon Musk over his aborted bid to take the company private, with the billionaire remaining as the helm of the company but relinquishing his chairman title and getting slapped with a hefty fine.
The SEC's enforcement action brings to a conclusion a saga which began in early August, when Musk announced via Twitter that he had secured enough funding for a massive private buyout of Tesla. The SEC complaint alleged that in doing so, Musk issued "false and misleading" statements, and failed to properly notify regulators of material company events. Under the deal's terms, Musk and Tesla neither admit or deny wrongdoing alleged by regulators.
"This matter reaffirms an important principle embodied in our disclosure-based federal securities laws," SEC chairman Jay Clayton said in a statement.
"Specifically, when companies and corporate insiders make statements, they must act responsibly, including endeavoring to ensure the statements are not false or misleading and do not omit information a reasonable investor would consider important in making an investment decision," Clayton added.
As part of the settlement, which is still subject to court approval, Musk will also pay a civil penalty of $20 million and give up his role as chairman of the board for at least three years. Additionally, the SEC imposed a $20 million fine on Tesla itself, which will also be expected to appoint two new independent directors to the board, and institute sweeping governance changes.
"Musk tweeted on August 7, 2018 that he could take Tesla private at $420 per share — a substantial premium to its trading price at the time — that funding for the transaction had been secured, and that the only remaining uncertainty was a shareholder vote," regulators said on Saturday.
However, "in truth, Musk knew that the potential transaction was uncertain and subject to numerous contingencies. Musk had not discussed specific deal terms, including price, with any potential financing partners, and his statements about the possible transaction lacked an adequate basis in fact," they added.
On the day Musk made the surprise announcement, Tesla's stock surged by over six percent — catching off guard the bearish class of investors with whom the billionaire has crossed swords in the past.