Three years ago a guy got thrown out of his motel room in Colorado Springs at 3 a.m.(?) for doing that because the owner did not want his business burnt down. The News Years fire in Norway was caused by a faulty junction board in the car. Tesla is reputedly swapping them out as the cars come in for service (which BEVs never need.)
No cackle--maybe a sotto voce chortle
"there are obvious and aching governance issues, convertible debt issues, non-GAAP financial statement issues, cash flow & credit issues, etc.)."
The can of worms Elon so cavalierly opened may have some snakes towards the bottom.
Oh the irony if the transaction triggers the "fundamental change" clause in TSLA's and SCTY's convertible notes that are currently trading below par.
"So they found two board members who do not have direct ties to Tesla or Musk."
Pfund's ties are disruptive. She is a pre-IPO Tesla director and currently a director of Advanced Micro-Grid Solutions that is using SGIP greenmail to buy "up to" 500 MW-hr of PowerPacks from Tesla. Her DBL fund is a SpaceX investor. It's all SV incestuous cluster fun.
"First off, you should be directing that question to your Board of Directors"
Aw, the "Voice of Reason," that's just down right unreasonable. The BoD is a clique of lackeys who practice one hand washing the other. Maybe I should just take it up with Kimbal?
"You should consider it to be a sign of his confidence in Tesla that he waited until the expiration date of the options was approaching instead of exercising the options at the earliest opportunity."
Actually, I consider it a sign of his deception. Those options have been vested for years; and, rather exercising them ratably over several tax years, Musk borrowed from the underwriters banking affiliates at each equity offering, paying anywhere from 4 to 40 times more per share to dupe the uninformed into believing he was "putting his money where his mouth is."
"If Mr. Musk sold at a market cap of $1 trillion, you would be asking why didn't he wait for $2 trillion or $5 trillion?" No, I'd be questioning which currency Tesla was then using. The market cap has peaked and has been dropping like .... (I'll defer to the lil' teapot to complete the simile)
"I told you that Tesla is dissipating all of the profits earned by manufacturing cars by spending too much on SG&A:
So is the "Voice of Reason" now agreeing with KB that Tesla under-prices its product and loses, on a total cost basis, $ thousands on every unit sold?
"You really have no clue about how stock-based compensation works."
Well, maybe the "Voice of Reason" can enlighten us clueless cretins.
"The $1.2 billion does not come out of the Treasury. The $1.2 billion comes out of the pockets of Mr. and Mrs. Market."
So if I understand the "Voice of Reason" correctly there is no opportunity cost to the corporation if instead the underwriters sold 5.7 million more of those authorized but un-issued shares rather than just issuing the same number of shares to the CEO for three cents on the dollar?
"They do him no good unless he sells at least a portion of them "
Really Sammie? Why is he selling them now when the market cap is a lousy $30 billion rather than waiting until its $1 trillion????
"Remember, the Board of Directors work for you. They are your employees whom you have the ability to fire."
Seriously Sammy?? How old are you really? (Tell us again about how TSLA makes a profit on every car it sells --as long as you ignore costs in R&D and SG&A) How about if we just ignore stock based compensation--you know--like when the CEO pays all of $38 million into the corporation's Treasury and is issued $1.2 billion in shares?
I know--Tesla is going to start selling cars in Korea and the cost of setting up boutiques in malls, service centers in seedy areas of Seoul and Superchargers everywhere below the 49th parallel is not going to offset the marginal profit from the additional sales. Maybe you should spend some time checking out prior promises and actual results rather than being the VOICE OF REASON
"From my reading it is not just CO2, but methane, and water vapor."
I'm with you Philber. Let's have cap and trade on water vapor!
"The Board can do that even when he is on the Board of Directors. "
Seriously??? How old are you? Go look up the form 4's. The BoD members, individually and collectively, have cashed out long ago. They issue each other new shares as compensation.
Exactly why are you here in your "financially disinterested position"? Lemme guess:entertainment? Go help someone less fortunate!
"I guess you really do think that Mr. Musk should work for minimum wage, not minimum wage plus a nine figure payout extracted from Mr. Market (new shareholders) instead of from the company"
Again, what's your point/agenda?
You do not have to guess what I think, just ask me--I'm not shy.
I think Musk is deceptive, and the odds are better he will end up in a Federal country club rather than some island that doesn't honor extradition.
Musk has been pulling far more money out of Tesla through loans from the IBs' banking affiliates than he ever contributed as paid in capital. He's bet the farm using other peoples' money. In the unlikely event it all turns out well, no harm, no foul. If not, catch him if you can.
Help me out.:
Why hasn't Musk made a generous contribution to a charitable entity in any of the previous five years?
How much will he donate next year?
What is the unidentified charity? The Clinton foundation?
Who is the new creditor that took Goldman Sachs off the risk?
Bottom line: Musk is in a liquidity trap. Musk has no real wealth other than his ownership interests in TSLA, SCTY, and SpaceX. It appears Goldman Sachs has bailed, and you think he is altruistic???
" Do you assert that Mr. Musk lied to the SEC?"
Oh, just grow up! You are arguing an absurd distinction without a difference. What's your point/agenda?
The proxy as filed with the SEC shows on page 46: Musk "owns" 37,193,970 shares (or 26.5% of the shares outstanding) with the footnote explaining:
" Includes 28,371,342 shares held of record by the Elon Musk Revocable Trust dated July 22, 2003; and 8,822,632 shares issuable to Mr. Musk upon exercise of options exercisable within 60 days after December 31, 2015. Includes 9,420,113 shares pledged as collateral to secure certain personal indebtedness."
Are you claiming Musk does not control ~ 4 million shares less than he did when the proxy was filed in April? Or is your assertion that because Musk did not yet convert those vested options (@~3% of the SP), he could not vote them and had less influence in corporate matters?
Get over it. Musk double-crossed the congregation who believed he would go down with the good ship Tesla. It was a clever way to extract nine figures.
In denial? The Rubicon has been crossed. Whether the proposal passes or fails is, at this point, somewhat academic and immaterial. Musk revealed his desperation and irreparably damaged his mystic while implicitly acknowledging his business schemes are fatally flawed.
There will be expensive, time-consuming litigation regardless of whether the offer passes or fails. As MS noted, the officers and directors probably are protected from civil damages by the D&O policy they spent the shareholders money to purchase. Oddly, the same officers and directors opted to "self-insure" the corporation's product liability exposure which is a far greater risk to the shareholders. Who exactly are they exercising their fiduciary duties to benefit?
Who is the defendant in a shareholder derivative suit? The corporation, of course. This one is not like the fire-based litigation. There are clear issues of conflict of interest and corporate governance that will not be dismissed on a summary judgment motion. The discovery will be brutal and revealing, about both corporations and their interlocking shenanigans, even SpaceX will not be off limits. Regardless, Musk won't be distracted
Usually, the DOJ does the grunt work on the criminal side, and the plaintiffs' sharks get a relatively free ride on the civil side to pick the carcass clean. Given the SEC's paralysis, this one may work in reverse.
All the way to the gates of Hell, Stevie--got your sun screen?
"He owns more shares now than before that sale."
That's just sophistry. It's only true if you believe a fully vested option with a strike price of ~3% of the market price is not equivalent to a share. Musk effectively controls 4 million shares less than he did before the secondary (2.8 million sold and 1.2 million donated.)
Musk said he would be the last to sell and he sold. (some)... (I think Stevie may still be holding)
" Somehow he comes out alive every time--with the other guy's head on a platter."
Edit: Somehow he comes out alive every time--with more of Stevie's cash in his trousers.
Musk has inside knowledge about both TSLA's and SCTY's deteriorating financial conditions. He and his crew have extracted hundreds of $ million while both operations burn $ billions. He, his crew, and two big institutions that have been supporting him (FMR and Bank of Montreal) own millions of SCTY shares that he knows are going to be worthless soon unless he does something desperate. He also knows that SCTY's collapse will irreparably taint his reputation, poison the institutional relationships, crater TSLA's share price and cripple SpaceX's balance sheet. So he sells you and other TSLA-only shareholders down the river to buy time so he can (and his crew) can file a few more form 4s for both TSLA and SCTY. Musk has another 2.6+ million vested TSLA options with a strike price of $31.17. How many of those might be in the next secondary that is floated to fund the "bridge loan" to SCTY?
Your instincts are correct, but if you prefer to deny them you might consider selling your shares and putting half of the proceeds in OTM LEAP options if you really want to follow him to the gates of hell