SEC Asks Manhattan Federal Court to Hold Elon Musk in Contempt • Hacker News Board

Re: SEC Asks Manhattan Federal Court to Hold Elon Musk in Contempt

#311

Post by fredgrott » Thu, Feb 28, 2019, 1:17 PM UTC

spectramax wrote: post #3

At this point, the board of directors should just demand deletion of his Twitter account. I admire Elon for his vision, and actually also admire his radical style despite of its unpopular image - I watched the video where he smoked pot on the radio show. It was a really amazing conversation about future of humanity. He just needs to stop tweeting. You may say it’s fixing the symptom, but here if we take Twitter away,…

lack of impulse control has no relationship to having a twitter account..board needs to do its financial duty and remove him

Re: SEC Asks Manhattan Federal Court to Hold Elon Musk in Contempt

#312

Post by Dylan16807 » Thu, Feb 28, 2019, 6:09 PM UTC

sokoloff wrote: post #310

Dylan16807 wrote: post #309

Earlier quoted context omitted.

The argument is that "information material to Tesla or its stockholders" only applies to information that wasn't already public. The tweet may have appeared to have nonpublic information, but it didn't actually have any. Therefore the tweet didn't need approval. That's the core of the argument. Is that clear enough? I already tried to explain why I think it's reasonable in previous posts, but I can do it again if you…

It is clear enough now; I missed that before. I missed that as the thrust of your argument, because even if the information in that tweet was "material but not non-public due to previously approved disclosure", it would fall afoul of the "more than 2-days since approved" and "approved previously but now has edits" restrictions, which still leaves Musk in violation of the policy and therefore the court agreement. (I a…

> even if the information in that tweet was "material but not non-public due to previously approved disclosure", it would fall afoul of the "more than 2-days since approved" and "approved previously but now has edits" restriction

It's more that the information is "material but not non-public", end of sentence. He's not piggybacking on a previous approval of a post. He's piggybacking on the fact that it's public.

Even if the previous disclosure had been in a post by Musk, I'd argue those rules don't apply to a new post. Those rules are about how approval for a specific post can be revoked, by delaying too long or by editing. They only affect that specific post, not future uses of now-public information.

But the previous disclosure was not such a post. It bypassed the entire tweet approval process. So these secondary rules definitely do not apply.

> (I also believe that the update of the range from "350k-500k" [previously public] to "around 500k" [in the tweet] to be a material update when given by the CEO of a company and that the SEC will argue that is also the case, but I agree/admit that there's some room for argument on that point.)

That's an okay belief. I'm not saying the result is clear-cut, just that Musk has a reasonable argument.

> Thank you for the topic-centered discussion and I hope you experienced (as I did) this exchange as "disagreeing without being disagreeable".

Sure, I'd agree there.

Re: SEC Asks Manhattan Federal Court to Hold Elon Musk in Contempt

#313

Post by sokoloff » Thu, Feb 28, 2019, 6:37 PM UTC

Dylan16807 wrote: post #312

sokoloff wrote: post #310

Earlier quoted context omitted.

It is clear enough now; I missed that before. I missed that as the thrust of your argument, because even if the information in that tweet was "material but not non-public due to previously approved disclosure", it would fall afoul of the "more than 2-days since approved" and "approved previously but now has edits" restrictions, which still leaves Musk in violation of the policy and therefore the court agreement. (I a…

> even if the information in that tweet was "material but not non-public due to previously approved disclosure", it would fall afoul of the "more than 2-days since approved" and "approved previously but now has edits" restriction It's more that the information is "material but not non-public", end of sentence. He's not piggybacking on a previous approval of a post. He's piggybacking on the fact that it's public. Even…

> It's more that the information is "material but not non-public", end of sentence.

Even there, I think that's covered by "Written Communications that contain, or reasonably could contain, information material to Tesla or its stockholders must, prior to posting or other publication, be submitted to Tesla’s General Counsel and Disclosure Counsel for pre‐approval."

Re: SEC Asks Manhattan Federal Court to Hold Elon Musk in Contempt

#314

Post by Dylan16807 » Thu, Feb 28, 2019, 7:18 PM UTC

sokoloff wrote: post #313

Dylan16807 wrote: post #312

Earlier quoted context omitted.

> even if the information in that tweet was "material but not non-public due to previously approved disclosure", it would fall afoul of the "more than 2-days since approved" and "approved previously but now has edits" restriction It's more that the information is "material but not non-public", end of sentence. He's not piggybacking on a previous approval of a post. He's piggybacking on the fact that it's public. Even…

> It's more that the information is "material but not non-public", end of sentence. Even there, I think that's covered by "Written Communications that contain, or reasonably could contain, information material to Tesla or its stockholders must, prior to posting or other publication, be submitted to Tesla’s General Counsel and Disclosure Counsel for pre‐approval."

That's the core of the argument.

Taking it literally might be the right interpretation. But it also fails to make sense in other ways. Is there an implied "not already public"? It's honestly hard to tell.