Search Results for: Solar City

Entire Fairness: Del. Supreme Court Upholds Chancery’s Decision in Solar City [June 7, 2023]

Yesterday, in In re Tesla Motors Stockholders Litigation, (Del. 6/23), the Delaware Supreme Court unanimously affirmed former Vice Chancellor Slights’ decision finding that Tesla’s 2016 acquisition of Solar City was “entirely fair” to Tesla’s stockholders.  Justice Valihura’s 105-page opinion provides a primer on the fair process and fair price components of the entire fairness standard […]

Prevention Doctrine: Could Musk Troll His Way Into Big Trouble? [May 18, 2022]

Elon Musk has made a career out of playing with fire and somehow avoiding getting badly burned. I guess it helps to be the richest guy in the world, but from “funding secured” to Solar City to his latest shenanigans with Twitter, Elon has blissfully trolled all comers without a lot of consequences. However, recent […]

Tesla/Solar City: “We’ll Meet Again, Don’t Know Where, Don’t Know When. . .” [May 2, 2022]

Tesla’s 2016 acquisition of Solar City has been a deal blogger’s paradise for the last 6 years, and I had high hopes that Vice Chancellor Slights’ post-trial opinion in In re Tesla Motors Stockholders Litigation, (Del. Ch.; 4/22), might be a real blockbuster.  Alas, it was not to be. Instead of addressing all of the […]

COVID-19: Delaware Supreme Court Declares Judicial Emergency [March 17, 2020]

It’s hard to find a single aspect of daily life that hasn’t been disrupted by the COVID-19 pandemic. This recent blog from Francis Pileggi reports that this includes the operations of the Delaware courts: By Delaware Supreme Court Order, effective March 16, 2020, Delaware’s high court declared a judicial emergency, following the Governor of Delaware […]

Controllers: The Heat is On in Delaware for Minority Shareholders [February 13, 2020]

In my recent blog about the Chancery Court’s Essendant decision, I mentioned that plaintiffs have increasingly been asserting “controlling shareholder” claims against minority shareholders in merger objection lawsuits. A pair of recent decisions demonstrate that these claims can gain traction even in situations where the minority shareholder’s stake represents less than 40% of a company’s […]

Rule 16b-3 Exempts Acquisition of Stock In Reverse Sub Merger [August 19, 2019]

Here’s something that Alan Dye recently posted on his Blog: A judge in the Northern District of California has dismissed a complaint filed against Elon Musk and other Tesla insiders which alleged that their acquisition of Tesla common stock in Tesla’s reverse triangular merger with SolarCity was not a transaction with “the issuer” and […]

Corwin: No Cleansing for Tesla Due to Musk’s Control [April 2, 2018]

Last week, the Delaware Chancery Court rejected Tesla’s attempt to use the Corwin doctrine to cleanse its 2016 acquisition of Solar City, a company affiliated with Tesla’s CEO, Elon Musk. In In re Tesla Motors Stockholders Litigation, (Del. Ch.; 3/18), Vice Chancellor Slights rejected the company’s contentions that Corwin should apply to the transaction. Instead, the […]

Tesla’s S-4 “Background” Disclosure: Staving Off Liability? [September 14, 2016]

While I was on vaca, Tesla filed this Form S-4 for its acquisition of Solar City. The “Background” section contains this disclosure – which appears to be an attempt to ensure that approval by a majority of SolarCity’s disinterested stockholders is fully informed resulting in the irrebutable presumption of the business judgment rule: On August […]

Social Media: Deal Announced By Blog Post! [July 8, 2016]

As noted in this blog by Steve Quinlivan: Tesla, in an offer to acquire SolarCity, appears to be the first to announce a major proposed acquisition by a blog post. Since an 8-K was also filed, it can’t be sole proof that social media is a recognized distribution channel for Regulation FD. But dissemination was […]