The U.S. Securities and Exchange Commission (SEC) has filed a lawsuit against billionaire Elon Musk, accusing him of failing to disclose his acquisition of more than 5% of Twitter’s stock in a timely manner in early 2022.
The SEC alleges that Musk’s delay in disclosure allowed him to underpay for additional shares by at least $150 million.
By law, Musk was required to disclose his ownership by March 2022 but delayed the filing until
Musk bought Twitter in October 2022 and later renamed it X.
Musk started amassing Twitter shares in early 2022, and by March of that year, he owned more than 5%. At this point, the complaint says, he was required by law to disclose his ownership, but he failed to do so until April 4, 11 days after the report was due.
Musk’s lawyer, Alex Spiro, said in a statement that the lawsuit “is an admission by the SEC that they cannot bring an actual case” since Musk has “done nothing wrong.” He called the lawsuit a “sham.”
“As the SEC retreats and leaves office—the SEC’s multi-year campaign of harassment against Mr. Musk culminated in the filing of a single-count ticky tack complaint against Mr. Musk under Section 13(d) for an alleged administrative failure to file a single form—an offense that, even if proven, carries a nominal penalty,” Spiro added.
After Musk signed a deal to acquire Twitter in April 2022, he tried to back out of it, leading the company to sue him to force him to go through with the acquisition.
The SEC said that starting in April 2022, it authorized an investigation into whether any securities laws were broken in connection with Musk’s purchases of Twitter stock and his statements and SEC filings related to the company.
Before it filed the lawsuit, the SEC went to court in an attempt to compel Musk to testify as part of an investigation into his purchase of Twitter.
The SEC’s current chair, Gary Gensler, plans to step down from his post on Jan. 20 and it is not clear if the new administration will continue the lawsuit.