July 18, 2022
Schedule 13D: Musk Under the Microscope
I’ve blogged several times about the Musk-Twitter goofiness over on DealLawyers.com. You folks have been spared so far – but your luck has just run out. That’s because the WSJ reported that a recently released comment letter indicates that the Staff questioned whether Musk’s post-signing tweet about his supposed concerns with the number of bot accounts that included the phrase ““[t]his deal cannot move forward” triggered a requirement to amend his 13D filing.
Personally, I think the headline – “SEC Broadens Inquiry Into Elon Musk’s Disclosures” is a little misleading. The Staff’s concerns here are pretty narrowly focused & I don’t think I’d say that the SEC is “broadening” its inquiry, but don’t take my word for it – here’s the response letter from Musk’s lawyers, so you can judge for yourself. In any event, this back & forth with the Staff is a reminder of the perils of negotiating on social media.
– John Jenkins