Gary Zhou 
Elon Musk and the Securities and Exchange Commission (SEC) might be facing off once again, this time over the Tesla CEO’s Twitter stake filings.
Elon Musk allegedly committed filing violations while acquiring Twitter stock. By law, investors must notify SEC if they surpass 5% stake in a company within 10 days. According to a 13-D SEC filing, Musk passed 5% stake on March 14, but did not disclose his holdings until April 4. He should have disclosed his Twitter stake on or before March 24.
ELON MUSK’S TWITTER STAKE RECAP
To recap, a 13-G SEC filing was released on Monday, April 4, revealing that Elon Musk officially owned 73,486,938 shares of Twitter. The SEC filing also revealed that Musk owned 9.2% of Twitter stock, making him the single largest shareholder of the social media company. By Wednesday, April 6, Musk reclassified himself as an active investor of Twitter with the 13-D SEC filing.
After the 13-D filing, talk of Musk joining the company’s Board of Directors circulated. A few days ago, Musk decided not to join Twitter’s Board of Directors. Joining the board would have limited Musk’s Twitter take to 14.9%. On April 11, the Tesla CEO updated his role in Twitter with an amendment to the 13-D filing, which stated that Musk could engage in Twitter strategy “without limitation.”
SEC’S MAIN ISSUE WITH ELON MUSK’S TWITTER STAKE
The main issue seems to be that Elon Musk continued to purchase Twitter stock at $39 a share between March 14 to April 4. After the 13-G SEC filling revealed Musk’s 9.2% Twitter stake, the company’s stock price increased to more than $50 a share.
Former SEC Chair Jay Clayton believes that SEC should investigate Musk’s Twitter gains. “I fully expect that the SEC is looking into this,” Clayton told Politico. The publication states that SEC’s new head Gary Gensler could force Musk to forfeit his gains between March 14 to April 4.
“There is a real problem with folks filing the wrong files, and if they let Musk get away with this, then others may claim that there’s something known as selective enforcement,” noted former SEC head Harvey Pitt.
AN “EXAMPLE” OUT OF MUSK
Scott Galloway, a professor of marketing at the New York University Stern School of Business, stated that the SEC had failed to fully rein in Musk following his “funding secured” fiasco in 2018. The professor also stated that Musk’s delayed filings gave the CEO about $150 million. With this in mind, the SEC’s credibility could now be at stake with Musk’s delayed filing.
“Sometimes securities law violations, or tax issues, or other things the wealthy do to entrench their wealth are in the gray areas, they are complicated. That makes it hard to prosecute them. Not this.”
“(The rule) is simple, every large public market investor knows it, and there’s no doubt Elon broke it — which is why it is such a gift for the SEC. The regulators need to make an example of someone,” Galloway said, later adding that “If you can put Martha Stewart in the big house, you can fine Elon $150 million.”
