Jonathan Foster’s Testimony Cited by Court as Tesla CEO Elon Musk Secures a Major Victory in a Delaware Chancery Court Battle over Tesla’s Acquisition of SolarCity
New York, New York, May 3, 2022 – Following an 11-day trial in July 2021, the Delaware Chancery Court last week entered a verdict on all claims in favor of Current Capital’s client, Elon Musk, concerning alleged damages in Tesla’s acquisition of SolarCity, a publicly traded rooftop solar company.
The case involved claims by several Tesla shareholder plaintiffs that the transaction involved breaches of fiduciary duty and that Mr. Musk had caused a conflicted Tesla Board to approve the acquisition in order to “bail out his (and other family members) foundering investment in SolarCity,” a company founded by Mr. Musk’s cousins and in which Mr. Musk had substantial holdings. Plaintiffs alleged that SolarCity was insolvent, and that Tesla’s proposed $2.6 billion acquisition of the solar installer amounted to a bailout, pushed through by Musk who sat on both company boards at the time. Musk denied that he placed any pressure on the Tesla board to go through with the transaction. He also said the SolarCity deal was part of his “master plan,” which he had written in 2006 and was meant to accelerate the advent of sustainable energy.
In rejecting Plaintiffs’ claims in their entirety and ruling in favor of Mr. Musk, Vice Chancellor Joseph R. Slights cited Jonathan Foster’s testimony that “the Tesla Board’s process was consistent with custom and practice” noting that “the Tesla Board meaningfully vetted the Acquisition, and Elon did not stand in its way.”
The Vice Chancellor went on to state that “the preponderance of the evidence reveals that Tesla paid a fair price – SolarCity was, at a minimum, worth what Tesla paid for it, and the Acquisition was otherwise highly beneficial to Tesla. Indeed, the Acquisition marked a vital step forward for a company that had for years made clear to the market and its stockholders that it intended to expand from an electric car manufacturer to an alternative energy company.”
The case was widely covered in the press with the Wall Street Journal reporting that “Elon Musk won a major victory in Delaware court on Wednesday, when a judge ruled the Tesla Inc. chief executive didn’t act unlawfully”, the Financial Times reporting that “the case had been closely watched by legal observers, as the shareholders who brought the case had argued that Musk effectively controlled the Tesla board even as he owned just a fifth of the company’s shares”, among several other major publications as well, including Bloomberg, CNBC, and Law360.
Jonathan Foster, who submitted an expert report, was deposed and testified at trial, was supported by Compass Lexecon and Current Capital colleagues, and worked with counsel from Cravath, Swaine, & Moore LLP and Ross Aronstam & Moritz.
About Current Capital Partners
Current Capital Partners LLC is an independent advisory and merchant banking firm focused primarily on the industrial and services sectors. We provide mergers and acquisitions advisory services, corporate management services, and private equity investing. The mergers and acquisitions advisory effort offers high-quality financial advisory services – including actionable ideas, buy-side and sell-side execution, strategic and capital structure reviews, restructuring advisory and related services – for corporate and investment firm clients seeking industry expertise, an independent perspective and senior attention. In our management services effort, we manage investments, provide restructuring advice, sit on Boards of Directors and provide related consulting services for other investors and financial institutions; and offer advice and expert witness services in complex corporate litigation. Our private equity investing business helps create value, primarily in lower middle market and smaller companies, with an integrated operating, finance and investment approach. Our Advisory Board and Executive Network are important advantages for our clients. Learn more at www.currentcap.com.
Jonathan F. Foster
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