[Fair Balance Dept.:] Likely More SEC Hot Water, For Elon: His Latest SEC Schedule 13D Shows He Crossed 5% No Later Than March 21, 2022.

The below was written on Tuesday of this past week, at another property. But given Musk's penchant for flaunting SEC rules, and given that he has at least two open investigations already pending at the agency's Enforcement Division -- it seems only fair to run this here, as well, given my generally positive spin on his having already broken ground, to run a "Solar City" Bitcoin mega-mine, in rural Texas.

Here's the thing about being a public company board member: one shouldn't meddle in day-to-day operational decisions -- like the pros and cons of an "edit" button, for example. Applicable corporate law reserves that role to the executive team. Moreover, as one of eleven votes -- one must not air in public internal corporate matters (doubly so strategic ones, that are trade secrets -- like the contours of such an edit button proposal). . . on Twitter, in public, in one's tweet-streams. [One surrenders many free expression rights, as to company matters, when one joins a public company's board, under Delaware and federal law.]

But he does just that occasionally with Tesla -- also a public company. At Tesla, he is the controlling shareholder, and people buying the stock presumably know he is "like that". Not so, where his stake is decidedly a minority stake -- at Twitter. He will be asked by the General Counsel to resign the board early, if he violates the law. And. . . as a technical matter, whether controlling or not, those are called Reg FD violations. (FD is for "fair disclosure" -- shareholders should not have to sign up for Twitter to know what is happening with their '34 Act registered securities. That is what EDGAR is for.)

But this new, more than just arguable Williams Act violation. . . is different: this sort of late, and materially incomplete disclosure has sent other executives. . . to jail. He not only was about ten days late in disclosing that he had crossed a 5% threshold, but he also did NOT disclose that he and the Twitter CEO had been in discussions "for weeks". . . according to the CEO -- about his role (culminating in the single board seat). That is one of the things that did in Ivan Boesky and Mike Milken decades ago (both banned from public companies for a time; one jailed).

So far, he has not acknowledged that he had been in talks for weeks, at Twitter, before he reached 5%. This is a potential outright fraud count. People were entitled to know, in real time, that he was both over 5%, and angling for at least one board seat. So. . . as of this morning, it is a near certainty. . . he now has a third open investigation.

In the land of more granularity, as of no later than March 21, 2022 (we only now learn), Elon had firmly bought more than five per cent of Twitter. That created an immediate reporting duty under the SEC Schedule 13 rules [since it was clear by then he was angling for a board seat -- and he was already talking to the CEO, and perhaps Jack and others, about it, in private]. And cryptically-tweeting about it, as early as March 31.

It would strain credulity. . . for Elon only now (on April 6, 2022) to argue that he had "no intent" to go right to the edge of the 10% line (another important Section 13 threshold), as he was buying in increasing amounts -- every single market day -- after that March 21 date. Especially since the CEO said they were in talks "for weeks".

So. . . once again (as with his, and his brother's insider trading exposures), but this time as to Twitter, Elon himself was ignoring clear SEC rules (ones with felony exposures, in fact -- if willful) that required his informing the world he was amassing a more than 5% stake in a public company.

Damn. Just. . . Damn, Elon.

Grow up. Please. Get some real advice. And follow it.

Excited, for my long time Chicago friend's milestone b-day celebration "in the sky" tonight. . . so much to be thankful for!

'Twas 157 years ago this noon-time, that Lee surrendered to Grant at Appomattox Court House. Time marches on -- until it is all but out of mind. . . But not that one, indeed -- as this was also the week that we learned we'll have a new Justice, by the first Monday in October -- quoting Maya Angelou in her speech (the "hope, and dream. . . of the slave. . ."). Lee would likely never have believed it. My friend is a true southern gentleman, who detests that region's role in these painful matters, of our shared history. Grin-worthy, as well. . . .

नमस्ते