Tesla confirms 3 directors are reviewing options for going private

Editorial credit: Jonathan Weiss / Shutterstock.com
What evidently started with a tweet by Elon Musk took another, more asserted turn on Tuesday.
Tesla announced that its board of directors has formed a special committee comprised of three independent directors to act on behalf of the company in connection with Elon Musk’s previously announced consideration of a transaction to take the company private.
Tesla indicated in a news release that the special committee has not yet received a formal proposal from Musk regarding any going private transaction nor has it reached any conclusion as to the advisability or feasibility of such a transaction.
According to the company, the special committee is composed of Brad Buss, Robyn Denholm and Linda Johnson Rice. The special committee has retained Latham & Watkins LLP as its legal counsel and intends to retain an independent financial adviser to assist in its review of a formal proposal once received.
The company has separately retained Wilson Sonsini Goodrich & Rosati as its legal counsel in this matter, according to Tesla.
“The special committee has the full power and authority of the board of directors to take any and all actions on behalf of the board of directors as it deems necessary to evaluate and negotiate a potential going private transaction and alternatives to any transaction proposed by Mr. Musk,” Tesla said in the release.
“The special committee’s grant of authority provides that no going private transaction will be consummated without the approval of the special committee,” the company continued. “The special committee expects to provide a further update concerning the process associated with Mr. Musk’s proposal as soon as practicable.”
Tesla’s latest statement made one other assertion.
“No assurances can be given regarding the likelihood, terms and details of any proposal or potential going private transaction, that any proposal made by Mr. Musk regarding a potential going private transaction will be accepted by the special committee, that definitive documentation relating to any such going private transaction will be executed or that such a transaction will be completed,” the company said.
Tuesday’s announcement follows a week after Musk posted on Twitter on Aug. 7, stating, “Am considering taking Tesla private at $420. Funding secured.”
That social media post created a swell of media reports about whether Musk violated a rule for publicly traded companies mandated by the Securities and Exchange Commission. The regulator has yet to make a formal announcement whether an investigation regarding Musk’s actions involving Tesla is in the works, but the agency has shared plenty of advisories about how company valuations can be manipulated via social media.
“Many investors use the internet and social media to help them with investment decisions. While these online tools can provide many benefits for investors, these same tools can make attractive targets for criminals. Criminals are quick to adapt to new technologies — and the Internet is no exception,” SEC officials said.
“The internet is a useful way to reach a mass audience without spending a lot of time or money. A website, online message or social media site can reach large numbers with minimum effort. It’s easy for fraudsters to make their messages look real and credible and sometimes hard for investors to tell the difference between fact and fiction. That’s why you should think twice before you invest your money in any opportunity you find online,” the agency went on to say.