Tesla CEO Elon Musk is expected in court on Monday, and the stakes are high — if he loses he could have to pay upwards of $2 billion from his considerable personal wealth.
Musk will be the first witness in a trial to defend his role in Tesla’s $2.6 billion acquisition of SolarCity. Shareholders have sued Musk and members of the Tesla board, alleging that the 2016 deal amounted to a SolarCity bailout.
They also allege that it unfairly enriched the Musk family, who were among the largest shareholders, and that Musk and others failed to disclose all pertinent details and breached their fiduciary responsibilities. Musk has insisted he was “fully recused” from negotiations over the deal.
Last year, the board members named in the suit settled with the Tesla shareholders for $60 million with no admission of wrongdoing. Musk, the second-richest person in the world, was the only defendant who chose to take the fight to court.
There’s no jury to persuade in this matter. His fate will be determined by the Delaware Chancery Court’s judge, Vice-Chancellor Joseph Slights III.
Days in court
Musk has had his share of legal problems beyond SolarCity.
For example, the SEC sued him in 2018 for fraud, with Musk and Tesla settling, paying $20 million each. The charges came after Musk tweeted about taking Tesla private for $420 a share, a move that sent Tesla’s stock price soaring. Musk had to temporarily relinquish his chairman role at Tesla as one of the terms of the settlement.
In a separate case, he emerged victorious after caving expert Vernon Unsworth said Musk had defamed him when the Tesla CEO called him a “pedo guy” on twitter. His attorneys argued that “pedo guy” was heated rhetoric and not meant as statement of fact.
Tesla and Musk are facing many other lawsuits, including one over Musk’s unprecedented CEO compensation package, and a number of federal probes according to the company’s own financial filings.
In the SolarCity case, the judge will have to decide whether Musk was a conflicted controlling shareholder who met the “entire fairness” standard in his handling of the SolarCity acquisition.
In other words, was Musk acting in Tesla shareholders’ best interest? And did Musk tell shareholders everything they deserved to know?
Known as a shareholder derivative action, this kind of lawsuit is filed by investors on behalf of a corporation, rather than the individuals or funds themselves. If the plaintiffs win, proceeds may go to Tesla and not to the stakeholders who brought the suit.
According to a filing with the chancery court, Musk owned 22.1% of Tesla common stock at the time of the deal, and 21.9% of SolarCity. SolarCity was a troubled asset that was bleeding cash in the capital-intensive market of residential solar deployment.
Musk’s attorneys are expected to argue that the SolarCity deal hasn’t harmed shareholders at all and that they voted overwhelmingly to approve the acquisition. After all, Tesla shares have skyrocketed from a closing price of $43.92 on June 21, 2016 — when Tesla announced it would bid for SolarCity — to a closing price of $656.95 on July 9, 2021 (Friday) after a five-for-one stock split last year.
The company is also part of the S&P 500 now, and reports profits regularly.
SolarCity was founded and run by Musk’s cousins, Lyndon and Peter Rive, but backed by Musk who served as chairman of the board. Meanwhile, he also was CEO of Tesla, as well as the company’s chairman.
That wasn’t his only potential conflict. SpaceX, Musk’s aerospace venture, had invested $255 million in SolarCity bonds from March 2015 to March 2016. Four members of Tesla’s board directly or indirectly owned SolarCity stock at the time the acquisition was under consideration. And some Tesla board members also held shares in SpaceX and were on its board.
How he pitched it
To Musk and many of his supporters, the acquisition of SolarCity in 2016 represented a natural combination of his companies and a way for Tesla to pursue its environmental mission with a broader array of products. Homeowners would be able to finance and install solar rooftop panels from the same company that provided their electric vehicle, home charging station and backup battery for energy storage.
Tesla had already launched an energy division in late 2015, with a home battery dubbed the Powerwall and other big batteries for use by businesses and utilities.
By June 2016, Musk said Tesla would bid $2.8 billion to buy SolarCity. “I don’t think this creates additional financial risk for Tesla,” he said at that time, and called a merger “blindingly obvious.” But Tesla investors were skeptical, with the stock price plunging more than 10% on the announcement.
In July 2016, Musk presented his vision of Tesla as an automotive innovator and renewable energy titan in his famous “Master Plan Part Deux.”
As CNBC previously reported, unsealed court documents, including emails between Musk and SolarCity execs, would later reveal that he knew SolarCity was facing a “liquidity crisis” even as Tesla pursued the acquisition.
“Three things need to happen to change investor sentiment: SolarCity solving its liquidity crisis, an LOI with Panasonic to address solar cell production risk, and a joint product demo,” Musk wrote to SolarCity execs in September that year. “Should be able to do all those before the shareholder vote.”
In October 2018, Tesla and SolarCity jointly announced a combined solar roof and battery pack. Musk showed off what looked like a solar panel, miniaturized and sleek enough to be mistaken for high-end roofing materials, at the Hollywood set of Desperate Housewives.
After the deal
The hype event did help him to turn investor sentiment. In November, the deal was approved in a vote by 85% of shareholders. But after it closed, Tesla’s SolarCity business would falter.
Through the years, the company repeatedly delayed mass manufacturing its Solarglass roof tiles. The ones Musk presented as a production-ready prototype in 2016 were actually a non-functional design prototype.
Walmart sued Tesla after fires broke out on panels the company had installed atop their facilities. A former Tesla Energy employee filed a whistleblower complaint to federal agencies about the fire risks of Tesla’s solar rooftops. And Panasonic exited from the Buffalo plant that Tesla took over, once it was clear Tesla was not going to manufacture its solar roof tiles there.
While the Tesla solar roof tiles have not taken off, the company’s energy storage products are on a tear, as demand for lower-cost electricity from renewable sources picks up worldwide.
In the trial starting Monday in Wilmington, Delaware, Musk will be represented by attorneys with Ross Aronstam & Moritz (David E. Ross, Garrett B. Moritz and Benjamin Z. Grossberg). The trial is expected to run until July 23, 2021, unless the entities seek a settlement before it’s done.
TikTok halts e-commerce service in Indonesia following ban
A merchant sells crystal ornaments via a live TikTok broadcast.
CFOTO | Future Publishing | Getty Images
TikTok Indonesia said it will end transactions on its e-commerce marketplace by Thursday, in order to comply with new local regulations.
The announcement comes after the Indonesian ministry of trade last week set a one-week deadline for TikTok to become a standalone app, without any e-commerce feature, or risk being shut down.
“Our priority is to remain compliant with local laws and regulations,” said TikTok in a statement on Tuesday.
“As such, we will no longer facilitate e-commerce transactions in TikTok Shop Indonesia by 17:00 GMT+7, October 4, and will continue to cooperate with the relevant authorities on the path forward,” it said.
The move comes after President Joko Widodo recently called for social media regulations. He said the influx of such platforms has contributed to a sales decline for domestic businesses by flooding the market with foreign imports.
The new regulation could deal a major blow to TikTok’s Southeast Asian ambitions. CEO Shou Zi Chew previously said that the app will invest billions of dollars into the region as it looks to diversify its business globally as U.S. pressure escalates.
Indonesia is TikTok’s largest Southeast Asian market and second-largest market globally with 125 million users after the U.S., according to the company.
Sachin Mittal, head of telecom, media and technology research at DBS Bank, previously said that TikTok “operating as a standalone app may still be challenging.”
He explained logging into a separate app might lead to a sharp drop-out rate as most purchases on TikTok are impulse buys.
Ripple obtains full license to operate in Singapore as it expands in Asia-Pacific
Brad Garlinghouse, chief executive officer of Ripple Labs Inc., speaks during the Token2049 conference in Singapore, on Wednesday, Sept. 13, 2023.
Joseph Nair | Bloomberg | Getty Images
Cryptocurrency company Ripple said on Wednesday that it has obtained a major payments institution license in Singapore, a strategic step toward growing its presence in the Asia-Pacific region.
The new development comes less than four months after the Monetary Authority of Singapore granted an initial in-principle approval in June. With the full license, Ripple will continue to provide regulated crypto payment services in Singapore.
“Over 90% of Ripple’s business is outside of the U.S., and Singapore – and to a larger degree Asia Pacific – is one of its fastest growing regions,” the company said.
Ripple said it will continue to prioritize the region for adoption of its crypto payment services.
Monica Long, president of Ripple, told CNBC in an interview last month that the Singapore office’s “headcount has more than doubled in the past year because our business within the Asia-Pacific region has really exploded.”
Singapore has led crypto regulation in the region. The country’s Payment Services Act — which regulates payment services and the provision of crypto services to the public — has been in effect since January 2020.
The city-state has also stepped up scrutiny on crypto firms. It ordered crypto service providers to safekeep customer assets under a statutory trust before the end of 2023. It also restricts such firms from facilitating lending or staking of their retail customers’ assets.
“Since establishing Singapore as our Asia Pacific headquarters in 2017, the country has been pivotal to Ripple’s global business. We have hired exceptional talent and local leadership … and plan to continue growing our presence in a progressive jurisdiction like Singapore,” Brad Garlinghouse, CEO of Ripple, said in a statement.
“Under MAS’ leadership, Singapore has developed into one of the leading fintech and digital asset hubs striking the balance between innovation, consumer protection and responsible growth,” said Garlinghouse.
The comment stand in contrast to Ripple’s situation in the U.S., where it and Coinbase are embroiled in lawsuits with the Securities and Exchange Commission. The SEC charged Ripple and its founders in 2020, alleging they illegally sold its native cryptocurrency XRP without first registering it with the SEC. But in July, a landmark ruling determined the token was not, in itself, necessarily a security.
Coinbase, Ripple and other crypto firms have slammed the U.S. for a lack of clarity around crypto rules and threatened to leave the country in response to the SEC’s crackdown.
Coinbase announced on Monday that it has obtained a major payment institution license in Singapore, after obtaining in-principle approval about a year ago. Ripple and Coinbase join more than a dozen firms that are licensed to offer crypto services in Singapore.
Intel plans to IPO programmable chip unit within three years; stock rises after hours
Pat Gelsinger, CEO, of Intel Corporation, testifies during the Senate Commerce, Science, and Transportation hearing on semiconductors titled Developing Next Generation Technology for Innovation, in Russell Senate Office Building on Wednesday, March 23, 2022.
Tom Williams | CQ-Roll Call, Inc. | Getty Images
Intel said it will treat its programmable chip unit as as a standalone business, with an aim to spin it out through an IPO in the next two to three years.
The chipmaker’s stock price rose 2.3% in extended trading after the announcement on Tuesday.
Intel’s Programmable Solutions Group will have its own balance sheet as it heads toward independence. The company will continue to support the business and retain a majority stake, and could also seek private investment.
Sandra Rivera, who leads Intel’s broader Data Center and AI group, will become PSG CEO. Intel will manufacture the group’s chips.
The move follows Intel’s spinoff last year of Mobileye, its self-driving subsidiary, and continues a strategy under CEO Patrick Gelsinger to control costs and focus on the foundry business and core processors in an effort to catch Taiwan Semiconductor Manufacturing Co. in manufacturing by 2026. Intel acquired the FPGA business when it bought Altera for $16.7 billion in 2015.
“Our intention to establish PSG as a standalone business and pursue an IPO is another example of how we are consistently unlocking more value for our stakeholders,” Gelsinger said in a statement.
The move also highlights the strong demand in the semiconductor industry for field programmable gate arrays, or FPGAs. Lattice Semiconductor, a maker of FPGAs, has seen its stock rise about 30% so far in 2023, and reported 18% growth in sales in the most recent quarter. AMD, Intel’s chief rival, bought FPGA maker Xilinx for $35 billion in 2022.
FPGAs are simpler than the powerful processors at the heart of servers and PCs but are often more flexible, respond faster and can be more power-efficient. They’re “programmed” after they’re shipped for specific uses in data centers, telecommunications, video encoding, aviation and other industries. FPGAs can also be used to run some artificial intelligence algorithms.
Intel’s FPGAs are sold under the Agilex brand. Intel doesn’t break out PSG sales yet, but said in July that the unit had three record quarters in a row, offsetting a slump in server chip sales. PSG has been part of Intel’s Data Center and AI group, which generated $4 billion in sales in the second quarter.
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