Elon Musk was quietly whisked into the New Castle County Courthouse in Delaware on Monday morning, evading a gaggle of press anxiously awaiting his arrival in connection with a lawsuit over Tesla's 2016 acquisition of a solar energy generation company.
What was lacking in any grand entrance, however, was made up for inside the seventh-floor courtroom, where the Tesla CEO sparred with the lead attorney in the shareholder lawsuit for much of the day.
The suit claims that Tesla's purchase of SolarCity was rife with conflicts of interest and was a bailout of the faltering company. It also argues the acquisition failed to produce the profits Musk had promised.
At the time of the all-stock purchase, estimated at about $2.6 billion, Musk was SolarCity’s largest stakeholder and its chairman. His cousins Lyndon and Peter Rive had founded SolarCity in mid-2006 — a connection plaintiffs call a clear conflict of interest.
Elon Musk walks from the justice center in Wilmington, Del., Monday, July 12, 2021. Musk took to a witness stand Monday to defend his company's 2016 acquisition of a troubled company called SolarCity against a shareholder lawsuit that claims he's to blame for a deal that was rife with conflicts of interest and never delivered the profits he had promised.
Stockholders initially filed several suits over the deal, but they were later consolidated into what is being argued in the 10-day trial. Last August, a judge approved a $60 million settlement that resolved claims made against all the directors on Tesla’s board except Musk without any admission of fault.
That left Musk, who refused to settle, as the sole remaining defendant. This trial had been scheduled for March of last year but was postponed because of the COVID-19 pandemic.
Sitting on the witness stand in a black suit, white dress shirt and black tie Monday morning, Musk demurely defended the purchase, telling his attorney, Evan Chesler, it had always been his intention to do more than produce electric vehicles.
In a 2006 document, the "Tesla Masterplan," Musk wrote that he founded the company to "expedite the move from a mine-and-burn hydrocarbon economy towards a solar-electric economy."
To reach that, Musk testified Monday, there need to be "three fundamental pillars" in place: energy generation from solar, wind, nuclear or other non-fossil fuel sources; energy storage; and energy consumption, i.e., by electric vehicles.
"This is essential for humanity to have a good future," Musk said. "We'd (eventually) run out of oil and civilization would collapse."
By 2016, the year the acquisition was finalized, Tesla already offered two of those three pillars.
Its Powerwall batteries, which are intended to be used for home energy storage, checked the storage box. Its electric vehicles checked the consumption box.
SolarCity, which manufactured solar panels, was the third pillar, Musk and Chesler said Monday. Musk also stressed he received no financial gain from acquiring SolarCity.
“It was a stock-for-stock transaction, and I owned almost exactly the same percent of SolarCity and Tesla,” the CEO said. "If it had been a cash transaction, we're talking about a high benefit. But we're (not), and I had about 20% (of shares)."
Randall Baron, the lead attorney for the plaintiffs, argued the deal came about when it did because SolarCity was floundering, not because Musk dreamed of bettering humanity — which the Tesla CEO quietly suggested was part of his purpose.
Members of the media wait outside the Leonard L. Williams Justice Center on Monday for Elon Musk to arrive at the courthouse. Capitol Police allowed the billionaire to enter the building through another entry point other than the main entrance.
When Musk said he has always been very public about his plans for the future, Baron smirked.
“The words, 'I'm going to merge these two companies' never came out of your mouth," the attorney said loudly.
Baron also claimed Musk used his power as Tesla's CEO to push the deal through despite his board initially being hesitant.
Board meeting minutes presented Monday say in an initial meeting in which Musk floated the idea, the board "declined to proceed with acquisition discussions at that meeting."
They would be open to future discussions, minutes said, but not at that time.
However, Musk "co-opted" his general counsel – and then his chief financial officer – into also pushing for the deal, Baron argued, frustrating Musk on the stand.
"I didn't co-opt anyone," Musk said firmly.
Sparks fly
Though Musk appeared humble and unassuming when questioned by his attorney, sparks flew soon after Baron began his line of questioning.
For much of the first 30 minutes of cross-examination, Musk blamed the coronavirus pandemic for the poor performance of what was formerly SolarCity. He argued it hasn’t had the chance to become successful due to Tesla and other offices being shut down.
His drawn-out explanations to straightforward questions frustrated Baron, who largely posed yes-or-no questions. When the attorney told Musk he didn't need to elaborate on every answer, saying it would draw out Monday's testimony longer than needed, Musk replied: “I’m OK with that."
Elon Musk walks from the justice center in Wilmington, Del., Monday, July 12, 2021. Musk took to a witness stand Monday to defend his company's 2016 acquisition of a troubled company called SolarCity against a shareholder lawsuit that claims he's to blame for a deal that was rife with conflicts of interest and never delivered the profits he had promised.
"Your questions are really tricky and deceptive," Musk added.
That back-and-forth was just the beginning of tensions between the two.
In the late morning, the proceedings devolved into personal arguments, with Baron asking why Musk had been "derisive" to him in a previous deposition.
Musk replied: “I think you are a bad human being."
"You worked for a firm whose partners were convicted as criminals, you were mentored by them, then you went to another firm and that firm continued criminal activity," he continued. "Am I supposed to respect such things? I don't think so."
For at least five minutes, the two sparred, Baron arguing he never insulted Musk. Musk retorted that Baron's "entire line of questioning" was insulting.
The tensions calmed some after a midday lunch break, though Musk occasionally took shots at Baron following questions he disliked.
Elon Musk gets into a car as he departs from the justice center in Wilmington, Del., Monday, July 12, 2021. Musk took to a witness stand Monday to defend his company's 2016 acquisition of a troubled company called SolarCity against a shareholder lawsuit that claims he's to blame for a deal that was rife with conflicts of interest and never delivered the profits he had promised.
The day ended, however, as quietly as it began, with Musk silently exiting the courtroom and making his way out a back entrance.
Only a handful of spectators who had come to watch the trial remained, several of whom were fans of Musk and others who do not care for him. One man who watched said the CEO was "lying through his teeth."
Musk is expected to resume testifying Tuesday morning. If he loses the suit, he will have to pay more than $2 billion. The ruling would rank as the largest judgment ever against an individual corporate executive.
It's unlikely Vice Chancellor Joseph R. Slights III will make a ruling at the trial's conclusion next week.
The Associated Press contributed to this report.
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