Disney Names Tony Chambers as President of Operations in Europe, Middle East and Africa The complaint states that Musk revealed his purchases on April 4, 2022, after he began making plans to join the company’s board and was considering making an offer to acquire Twitter outright. Musk closed a $44 billion takeover of Twitter in late 2022 after striking a deal. The company went private the following year after 10 years as a publicly traded company. The company was renamed X in July 2023. Popular on Variety In a statement, Musk attorney Alex Spiro called the litigation “a sham” and a parting shot from the outgoing SEC administration in advance of President-elect Donald Trump’s inauguration on Jan. 20. “Today’s action is an admission by the SEC that the they cannot bring an actual case — because Mr. Musk has done nothing wrong and everyone sees this sham for what it is,” Spiro said. “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 tak 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.” Musk, commenting on the SEC suit in a post on X Wednesday morning, wrote, “Lawfare needs to stop. Instead of fighting real crime, under the Democrats, citizens are prosecuted, while serious criminals run free.” He added, “In fact many of the criminals are in the government. At least for another 5 days.” The SEC complaint asserts that the failure to make timely disclosures allowed Musk to buy up more than 6 million more shares at artificially low prices. In turn, other investors were deprived of the opportunity to sell at a higher price. Had Musk disclosed his buying spree earlier, the price of Twitter shares undoubtedly would have climbed, forcing him to pay higher prices to amass his stake. By the time of his April 4 disclosure, Musk owned 9% of the company. On the day that Musk filed the SEC’s required 13G form, the stock shot up 27% over the previous day’s closing price. Musk made his first public offer to acquire the company on April 13, 2022, and signed an agreement with the company on April 25, 2022. “During the period that Musk was required to publicly disclose his beneficial ownership but had failed to do so, he spent more than $500 million purchasing additional shares of Twitter common stock. Because Musk failed to timely disclose his beneficial ownership, he was able to make these purchases from the unsuspecting public at artificially low prices, which did not yet reflect the undisclosed material information of Musk’s beneficial ownership of more than five percent of Twitter common stock and investment purpose,” the complaint states. “In total, Musk underpaid Twitter investors by more than $150 million for his purchases of Twitter common stock during this period. Investors who sold Twitter common stock during this period did so at artificially low prices and thus suffered substantial economic harm.” Moreover, the suit alleges, Musk and his representatives were warned by the broker who handled the purchases that he was legally required to disclose his purchases. “In or around late February 2022, the broker repeatedly suggested to Musk’s wealth manager that Musk obtain legal advice as to his obligations under the federal securities laws to publicly disclose his holdings if he became the beneficial owner of at least five percent of Twitter’s outstanding common stock,” the complaint states. “Neither Musk nor his wealth manager sought or obtained legal advice in February or March 2022 as to Musk’s obligations under the federal securities laws to publicly disclose his Twitter holdings.” Musk has tangled with the SEC in the past. Long before he acquired Twitter, the commission sought to sanction the billionaire for statements he made about his publicly held electric car firm Tesla. According to a report by TechCrunch, “The SEC alleged in a complaint filed in September 2018 that Musk lied when he tweeted on August 7 that he had ‘funding secured’ for a private takeover of the company at $420 per share.” Musk has emerged in recent years as an influential figure in tech, media and pop culture. Last year he became a vocal supporter of Trump as the former president pursued a second term. Trump has appointed Musk and entrepreneur Vivek Ramaswamy to a special commission dubbed the Department of Government Efficiency that is tasked with streamlining and shrinking the size of the federal government. About: