Elon Musk is seeking to dismiss a lawsuit filed by former Twitter shareholders, who allege that he delayed too long in early 2022 to reveal his significant ownership stake in the social media company. Musk claims that “all indications” show the delay was a mistake rather than an intentional act to defraud shareholders.
In a late Wednesday filing in Manhattan federal court, Elon Musk argued that it was implausible to believe he intended to defraud shareholders who were unaware of his 9.2% stake in Twitter and consequently missed out on substantial gains by selling their stock prematurely. The investors, part of a proposed class action, assert that Musk and his wealth manager Jared Birchall knew a U.S. Securities and Exchange Commission (SEC) rule required Musk to disclose by March 24, 2022, that he had acquired a 5% stake in Twitter. Instead, Musk waited another 11 days to make the disclosure.
The investors allege this delay allowed Elon Musk to purchase additional shares at lower prices, saving him over $200 million. Twitter, now rebranded as X, saw its stock price jump 27% on April 4, 2022, after Musk revealed his 9.2% stake. According to Forbes magazine, Musk is the world’s richest person and also leads companies such as electric car maker Tesla.
In his filing, Elon Musk stated that he had planned to reveal his Twitter stake by the end of 2022 but promptly disclosed it after realizing he misunderstood the SEC’s disclosure requirements. “This is not a scheme to defraud,” Musk stated. “All indications—including those in the pleadings—point to mistake.” He also denied the investors’ claim that an unnamed Morgan Stanley banker assisted in devising a strategy to acquire Twitter shares without alerting the broader market.
Lawyers representing the investors, led by an Oklahoma public pension fund, have not yet responded to requests for comment.
Musk eventually acquired San Francisco-based Twitter for $44 billion in October 2022. The SEC has also investigated his Twitter stock purchases. Last September, U.S. District Judge Andrew Carter declined to dismiss an earlier version of the lawsuit, citing evidence that Musk understood the SEC’s disclosure requirements and had testified about them under oath.
The case is Oklahoma Firefighters Pension and Retirement System v. Musk et al, U.S. District Court, Southern District of New York, No. 22-03026.