Jury Returns Split Verdict in Rare Securities Class Action Trial Against Elon Musk

Plus Musk's "legal realism" leads to unusual settlement discussions with the SEC.

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Elon Musk Misled Twitter Investors Before 2022 Buyout, Jury Says

Elon Musk defrauded Twitter Inc. investors when he disparaged the company in 2022 in an effort to buy the social media platform for a lower price than his original $44 billion bid, a jury concluded. Jurors in federal court in San Francisco found Friday that Musk intentionally misled Twitter shareholders when he tweeted that the social network — now called X — had too many fake accounts and tried to back out of the deal.

The jury calculated how much Musk’s statements drove down the company’s stock price for each trading day over a period of about five months. The amount of damages he must pay to individual investors — which could total hundreds of millions or even billions of dollars — will be determined at a later date.

by Bloomberg

👉 The verdict form is here.

Kevin LaCroix posted on the D&O Diary that:

The jurors returned a split verdict. The jury did find that plaintiff had sufficiently established that two of Musk’s tweets – the May 13 tweet (“deal temporarily on hold”) and May 17 tweet (deal “cannot move forward” because more than 20% of traffic is fake) – misled investors. However, the jury also found that the plaintiff had not sufficiently established his claims of an overall “scheme to defraud” Twitter investors, and that the plaintiff had not established that other statements by Musk were misleading.

He also noted that “out of the more than 7,000 securities class action lawsuits that have been filed since 1995, fewer than 30 have gone to trial.”

SEC Targets Auditing ‘Bad Actors’ With New Enforcement Team

The US Securities and Exchange Commission is creating a new enforcement team to target “bad actors” in the auditing profession after the agency cut the budget of the independent board that traditionally polices those responsible for vetting company financial statements.

In a federal jobs posting, the SEC’s enforcement division said it is seeking applications for a senior attorney and manager in its new “SOX Group” — a reference to the landmark Sarbanes-Oxley Act passed after the collapse of Enron Corp. The new unit will investigate and litigate matters involving potential violations of Sarbanes-Oxley auditing standards and provisions, according to the posting.

by Bloomberg

👉 Here’s the job posting if you want to join the SOX Group!

FINRA Booked Fewest Disciplinary Actions in Decade in 2025

The Financial Industry Regulatory Authority conducted the fewest disciplinary cases in at least a decade in 2025, a year when it embarked on procedural reforms intended to create more transparency and communication with broker/dealers, according to an annual analysis by the Washington D.C.-based law firm Eversheds Sutherland LLP.

In 2025, FINRA returned to a trend toward a smaller caseload, reporting 431 disciplinary actions from FINRA online actions, the lowest by that measure since Eversheds Sutherland started tracking in 2015. In 2024, disciplinary online actions increased for the first time since 2020.

by Wealth Management

👉 The 2025 FINRA Sanctions Study by Brian Rubin and Adam Pollet of Eversheds is here.

Elon Musk’s lawyers sidestepped SEC team in Twitter case settlement

Lawyers for Elon Musk sought to negotiate a settlement of a Securities and Exchange Commission case accusing him of failing to properly disclose his Twitter stake without involving the Wall Street watchdog’s lawyers, court records show.

At a hearing on the case in Washington federal court earlier this month, Sarah Concannon, a lawyer for Musk, informed the judge that settlement negotiations over the case had been ongoing for some time, but that opposing lawyers from the SEC “were not fully read in on that”.

The judge, Sparkle Sooknanan, reacted with apparent surprise, according to a transcript of the hearing, asking: “Your colleagues at the SEC were not read in to discussions to resolve the case?” She repeated the question moments later.
It was not clear who Musk’s lawyers had been holding settlement talks with.

by FT

👉 “It was not clear who Musk’s lawyers had been holding settlement talks with.” 👀

On his LinkedIn, John Reed Stark labels the concept of settling enforcement cases without actually involving SEC Enforcement staff a “dazzling new SEC superpower” and asks:

So the obvious question: With whom, exactly, were Musk's lawyers negotiating? Chair Paul Atkins, freshly installed and aggressively dismantling the SEC? Commissioner Hester Peirce, longtime champion of the "please, we're all friends here" school of securities regulation? An Atkins/Peirce minion? A roving White House liaison? The White House denies involvement. Maybe it's Saul Goodman.

Matt Levine writes that Musk is our “foremost modern theorist of legal realism.” Levine explains:

“…. When lawyers come to him and tell him that something he wants to do is against the rules, he is world-historically good at saying ‘well what are they gonna do about it?’” […]

“If you’re being sued by the SEC, and you want to settle, you negotiate the settlement with the SEC lawyers who are suing you,” is what most lawyers would tell you, but it’s not what legal realism would tell Elon Musk!

Pardoned for Fraud, a CEO Mounts His Comeback: ‘We Can Trust You Now’

Early that year, Nikola, the hydrogen truck company Milton had founded, filed for bankruptcy. Milton had left Nikola in 2020 under a cloud, and by 2022 had been convicted of defrauding the company’s investors with what prosecutors said were his repeated lies about the development of the company’s zero-emissions trucks and technology. He faced a four-year prison term—he was free on appeal—and federal prosecutors were seeking roughly $676 million in restitution from him.
It was wiped away with a phone call. In March 2025, Trump called Milton to tell him he had signed an unconditional pardon. Milton had styled himself as a political victim of the Biden administration, and Trump agreed.

Milton and his wife had also donated at least $3.2 million to Trump’s 2024 election and to political groups and people in Trump’s orbit, including Health Secretary Robert F. Kennedy Jr. Milton said the donations weren’t related to his pardon.

Now, Milton has joined an exclusive group of post-pardon businesspeople, seemingly anointed by Trump’s favor. “I walk into meetings now, and I’ll get high-fives from the most wealthy people in the world,” he said. “They’re like, ‘Welcome to the club. You can withstand the fire. We can trust you now.’”

by WSJ

First Amendment Challenge to SEC’s ‘Gag Rule’ Arrives at Supreme Court

A group of people who settled claims from the U.S. Securities and Exchange Commission have asked the Supreme Court to review the constitutionality of the SEC’s longstanding practice of barring settlers from publicly denying the resolved allegations.

In a new petition, the individuals stated the agency’s “gag order” rule flouts their basic First Amendment rights to free speech and to criticize the government. They called the SEC’s no-denials policy, first adopted in 1972, a “virtually unprecedented regulatory restriction on speech.”

The SEC’s gag order has so far withstood legal attacks. The group is appealing a recent U.S. Court of Appeals for the Ninth Circuit rejecting their First Amendment challenge.

“This ban requires Americans to take their unspoken grievances against the agency to their graves,” the petition stated. “The First Amendment prohibits that most un-American result.”

by National Law Journal

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