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1: IANAL and this case is in an area of law where I haven’t studied precedents. So the Musk responses sound superficially reasonable (“I never agreed to preclear everything, none of my tweets/all hands letters/closed conference calls were material.”) $tsla
2/ Normally we’d view the settlement doc like a contract. Musk alleges he understood it to mean he could judge himself what was material (and as he said on 60 Minutes, might get it wrong!) But...
3/ The settlement was under Butswinkas’ overall supervision. Since he resigned the day after the 7:15-500k tweet and then eliminated all record of ties to Tesla soon after, it’s reasonable to assume he and other attorneys explained to Musk...
4/ ..what were safe topics (other cos SpaceX, TBC, etc, responses to customers explaining programs, hype, anime, memes... and what to preclear (anything that might end up in an analyst’s spreadsheet, milestone dates, production and sales guidance...)
5/ We can see Butswinkas’ resignation as damning evidence Musk broke the agreement as it had been explained to him willfully, and had no intention of allowing anyone to keep him to factual statements. $tsla
6/ The judge won’t consider that as evidence, but she won’t miss the clear mosaic of contempt in all his statements and actions since the settlement. $tsla
7/ Now we have the two new independent board members seemingly supporting him. The idea that they and a new bd chair would tip toward representing all shareholders seems to have failed.
8/ It’s a RICO situation with ethical elements like Butswinkas bailing to avoid hurting their reputation. The settlement has failed. So I’d be considering undoing it if that’s in my power. Certainly a much larger fine for both co and CEO has precedent.
9/ Negotiation might have Musk removed as CEO, but without a board with backbone that will really make no difference. He’d still be manipulating the stock price every chance he gets. /end
