Alex Bruno
A lawsuit filed against Elon Musk, the multi-billionaire CEO of SpaceX and Tesla, by William Heresniak, a former Twitter shareholder, was recently dismissed by Charles Breyer, a U.S. District Judge stationed in San Francisco. This case is noteworthy as it centers on Musk, one of the most high-profile and influential figures in tech and business today.
The judgment was rendered under the pretext that Heresniak was unable to show any quantifiable damage caused by Musk’s delayed disclosure of a 9.2% ownership in Twitter. Twitter, the microblogging and social networking service, was publicly traded at the time, and the revelation of Musk’s significant stake was eagerly awaited by the market.
In addition to this, Heresniak could not demonstrate any harm from the subsequent delays leading to the final sale of the company, which occurred six weeks later than initially planned. This period of uncertainty and anticipation no doubt created some frustration for shareholders, and this was highlighted in the lawsuit.
According to Reuters, the lawsuit was primarily concentrated on scrutinizing Musk’s strategy regarding the acquisition, rather than the legitimacy of the deal itself. This emphasis suggests that the main bone of contention was not necessarily the financial aspects of the sale, but rather the manner in which it was handled and communicated to shareholders and the public.
As reported by Yahoo, the lawsuit initiated by Heresniak, which aimed for class action status, argued that Musk’s delayed announcement of his acquisition of Twitter shares caused significant financial harm. It was alleged that this cost him and other shareholders a whopping $156 million. This amount was significant and demonstrates the high stakes involved in this case.
The lawsuit was submitted in May 2022, a month following Twitter’s acceptance of Musk’s buyout proposal. The protracted process concluded with the final sale of the company in October, a full five months after the lawsuit was filed. This time frame illustrates the complexities and potential obstacles involved in such significant business deals.
Interestingly, this was not the only lawsuit filed by a former Twitter shareholder against Musk. At least one other lawsuit criticized Musk for waiting several days to announce his ownership of more than 5% of Twitter’s shares. This is the threshold that triggers compulsory disclosure under securities laws. This delay sparked controversy and fed into broader concerns about Musk’s acquisition strategy and the implications for other shareholders.
This second lawsuit argued that by withholding crucial information about his share purchases, Musk was able to manipulate the stock price. The allegation was that this allowed him to keep the share price artificially low as he accumulated his stake ahead of striking the buyout deal. This behavior, if proven, would have significant implications for the fairness and transparency of the acquisition process.
In the case spearheaded by Heresniak, the judge also decided that there was insufficient evidence to support claims that Musk had enabled two of his friends — Jack Dorsey, Twitter’s co-founder and former CEO, and Egon Durban, a managing partner at Silver Lake private equity — to violate their fiduciary duties. Both were on Twitter’s board at the time, and the allegation was that they took actions that favored their own interests and Musk’s over those of other shareholders.
According to Judge Breyer, the decision made by Dorsey to convert his estimated $1 billion worth of Twitter shares into equity in the new company served a legitimate purpose. It was stated that this move served to decrease the amount Musk had to pay at the close of the deal, rather than unfairly diverting funds from other shareholders. This interpretation of events paints a picture of a calculated business strategy, rather than an unethical or illegal maneuver.
In a court filing dated March 3, the allegations made by Heresniak were dismissed as “an unconnected collection of complaints against Elon Musk, many of which are unrelated.” This dismissal is significant in that it emphasizes the court’s stance that Heresniak’s claims seemed to lack a cohesive argument. Moreover, some of these complaints appeared irrelevant to the case at hand.
Heresniak launched his legal challenge on May 25, 2022, a month after Twitter agreed to Musk’s takeover bid priced at $54.20 per share. The protracted negotiation process finally culminated in a formal agreement being signed on October 27. The drawn-out process speaks to the intricate and often complex nature of such significant business transactions.
However, despite the successful completion of the acquisition, Twitter has faced a challenging period post-sale. The social media giant, renowned for its user base of engaged tweeters and the monetization of their attention through advertising, has struggled to preserve its advertising revenue. This struggle points to larger industry trends and shifts in advertising strategies, which even powerful companies like Twitter are not immune to.
In an attempt to tackle these challenges and chart a new course for the company, Musk has recently announced his plan to appoint Linda Yaccarino as Twitter’s new CEO. Yaccarino, with her extensive experience in the industry, is seen as a strategic choice to lead the company in its new era.
The selection of a new CEO for Twitter marks a significant moment in the company’s journey. As one of the most widely used social media platforms, any changes in its leadership are expected to have a significant impact on its direction, operations, and possibly its culture.
Ultimately, this lawsuit represents a landmark event in the high-stakes world of tech acquisitions. Despite the dismissal of the lawsuit, the issues it raises about disclosure, fairness, and the responsibilities of corporate leaders are vital. They highlight the complexities of these transactions and the need for clear communication, adherence to the law, and ethical conduct.
In conclusion, while the acquisition of Twitter by Musk has been finalized and the legal challenges dismissed, the reverberations of this case continue. The ongoing challenges faced by Twitter, as well as the strategies employed by Musk in its acquisition and management, will continue to be a subject of interest and scrutiny in the business and tech world. It serves as a reminder of the stakes involved in such transactions and the significant impact they can have on shareholders, employees, and users alike.
