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On second day of defending SolarCity acquisition, Musk clashes with opposing lawyer

Elon Musk gets out of a car at the justice center in Wilmington, Del.
Tesla founder Elon Musk arrives at the justice center in Wilmington, Del., on Tuesday.
(Matt Rourke / Associated Press)

Testifying for a second day, Tesla Chief Executive Elon Musk pushed back again Tuesday against a lawsuit that blames him for engineering the automaker’s 2016 acquisition of a financially precarious company called SolarCity that was marred by conflicts of interest and never generated the profits Musk insisted it would.

And for a second day, a pugnacious Musk sparred with Randall Baron, the plaintiffs’ attorney who has been grilling him about his role in orchestrating the SolarCity deal.

“Your questions,” the billionaire complained from the witness stand, “are so deceptive.”

Witness and lawyer clashed down to the meaning of the word “cabal,” which Baron invoked to characterize the Tesla team that was updating Musk daily in July 2016 on the progress toward a SolarCity deal. When Musk objected that “cabal” sounded sinister, Baron countered that it typically meant a group of people working together toward a common purpose.

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“Usually not in a good way,” Musk muttered.

Rejecting any notion that he pressed Tesla’s board to pursue a takeover of SolarCity, Musk, who is well known for his commanding management style, insisted he had “no material role” in Tesla’s board discussions about the deal.

Tesla founder Elon Musk defended his company’s 2016 acquisition of SolarCity, a solar panel company, against a shareholder lawsuit.

Under questioning by Baron, Musk acknowledged that he had recommended an acquisition price of $28.50 a share. But he said this figure merely reflected what he called a standard practice of offering a 30% premium on a target company’s average stock price over the previous four weeks.

The board ultimately decided to offer $26.50 to $28.50 a share. Musk observed that his suggestion was “discarded by the board in favor of a lower price” and quipped, “They don’t listen to me, obviously.”

The long-running shareholder lawsuit asserts that Musk, who was SolarCity’s largest stakeholder and its chairman, and other Tesla directors breached their fiduciary duties in bowing to Musk’s wishes and agreeing to buy the company. In what the plaintiffs call a clear conflict of interest, SolarCity had been founded by Musk and two of his cousins, Lyndon and Peter Rive.

Baron has tried to establish that Musk has sought to run Tesla without interference and therefore bears responsibility for any failures.

The trial, which began Monday, marks the culmination of seven shareholder lawsuits, consolidated into one, that alleged that Tesla directors breached their fiduciary duties in bowing to Musk’s wishes and agreeing to buy SolarCity. In August, a judge approved a $60-million settlement that resolved claims made against all the directors on Tesla’s board except Musk without any admission of fault. That left Musk, who refused to settle, as the sole remaining defendant.

Even if the trial ends with Musk having to pay personally for the whole SolarCity deal, $2.5 billion won’t much hurt the world’s third-wealthiest person. Forbes magazine has estimated that Musk is worth roughly $163 billion.


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