SEC sues Elon Musk over delayed disclosure of Twitter stake

The Securities and Exchange Commission (SEC) has filed a lawsuit against Elon Musk, alleging that the billionaire delayed disclosing his acquisition of Twitter Inc. shares to accumulate his stake at lower prices. 

The case, titled Securities and Exchange Commission v. Musk, is docketed as 25-cv-00105 in the U.S. District Court for the District of Columbia.

According to the complaint filed Tuesday in federal court in Washington, DC, the watchdog accuses Musk of intentionally failing to meet the required deadline to disclose his acquisition of more than a 5% stake in Twitter early in 2022, several months before completing his purchase of the social media platform.

Alex Spiro, Musk’s attorney, dismissed the allegations, stating that the regulator’s action is “an admission” of its inability to present a legitimate case. He claimed Musk “has done nothing wrong” and characterized the lawsuit as a “sham.”

Spiro said in a statement:

The SEC’s multi-year campaign of harassment against Mr. Musk culminates in this filing of a single-count, administrative complaint under Section 13(d) for allegedly failing to submit one form—a procedural issue that, even if substantiated, would result in a nominal penalty.

Alex Spiro

The SEC claims Musk delayed disclosure to buy Twitter shares at artificially low prices

The SEC’s investigation into Musk’s Twitter investment began in 2022 after the regulator sought an explanation for his failure to disclose his growing stake within the mandated timeframe.

The regulator says Musk’s alleged non-compliance with disclosure rules allowed him to “underpay by at least $150 million for shares he purchased after his financial beneficial ownership report was due.

By March 2022, Musk had accumulated beneficial ownership of more than 9% of Twitter’s outstanding common stock. Under federal securities law, he was required to disclose this within 10 days, but the filing was delayed by 11 days. The lawsuit states that once the disclosure was made, Twitter’s stock price surged 27% the following day.

The SEC seeks penalties from Musk amid lawsuits and political ties

The SEC asked the court to direct Musk to pay a civil penalty and return profits, which the agency claims he reaped unjustly from his stock purchases. The agency declined to comment beyond the suit.

Musk also faces investor litigation accusing him of hiding his acquisition of Twitter shares.

Musk, the world’s richest individual, has recently emerged as one of Donald Trump’s prominent supporters and advisors. He has joined the president-elect’s discussions with foreign officials and, alongside Vivek Ramaswamy, is assisting with a government cost-cutting initiative.

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