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Comment by Waterluvian | Hacker News Reader

...Can a corporation demand an employee waive their right to speech as a private citizen?

I think even if so, that's a terrible idea.

Of course they can. Not only can you just fire your CEO if he says something racist, sexist, or generally embarrassing, but there are non-disclosure agreements (you promise not to tell anyone what happens in the last episode of Game of Thrones), non-disparagement agreements, codes of conduct that entail things you can say. Conan O'Brien had to agree not to appear on television, and not to say anything negative about NBC as part of his leaving the Tonight Show. Nike can tell its employees they're not allowed to wear Puma clothing.

Can a corporation demand an employee waive their right to speech as a private citizen?

Said citizen and his company avoided prison time and massive fines respectively by agreeing to said restrictions as the result of earlier fraudulent misrepresentations on a private account he demanded the corporation register as an official public account for regulatory purposes.

So...yes. Definitely they can enforce an agreement he voluntarily entered into for a medium he deliberately turned into a regulated source.

This is true for every employee of every public company on the planet. We're discussing it here because Mr. Musk thinks the rules don't apply to him.

Public? Every company in existence makes you sign a contract that you won't disclose sensitive company information, public or not.

Sorry that's simply false. You have all your freedoms. You can get fired for exercising them but that doesn't mean you don't have them. If the shareholders wanted to fire Elon Musk they would, but they aren't so the SEC should butt out of the issue.

_Every_ CEO of _every_ publicly traded company has _every_ company-related tweet vetted by a company lawyer. What the SEC is asking of Musk here is simply that he follow the industry-standard.

Let's not forget Musk owes a fiduciary duty to Tesla shareholders and his tweets have repeatedly lost shareholders money and induced people to purchase shares on false/misleading information. That's securities fraud.

Source: Corporate & Securities Attorney. I was once the approver of many such tweets. Though thankfully the people I worked with were exceedingly reasonable in comparison to Musk.

Edit: Missed a word.

You can’t lie about your company as a ceo. That’s securities fraud.

Elon effectively has controlling interest due to his supervotes. Sure, 89.5% of the outside votes can out vote him, but that’s an absurdly high bar. [0]

Also, the SEC is a regulator for a reason. Saying the company is cool with it (even when it’s really unclear if that’s actually true give the voting setup) is completely irrelevant to if the behavior is acceptable to society. After all, grifters are totally fine with gritting when they’re the ones doing it, but that doesn’t mean grifting a societal benefit.

[0] https://www.thestreet.com/investing/stocks/how-elon-musk-con...

I mean, I'm fairly certain that if I started publicly bad-mouthing my company and they noticed, I'd be canned.

Canned by the company yes, not canned by the government.

Government isn't canning Musk. They're fining him for releasing material misinformation about his company. This has been well established in the law.

Not misinformation, guidance was 350 - 500. This is a technicality of not getting approval for a tweet that could be interpreted as saying they are definitely hitting 500k 8 months from now. This is stupid.

https://twitter.com/_jameshatfield_/status/11001772987230945...

If he didn't want to be bound by the requirement to have all his tweets go through a legal review, then he shouldn't have agreed to a settlement with the SEC that required him to do so. It's really that simple. Doesn't matter if it's stupid or not; he signed a legally-binding court document agreeing he'd do it.

> If he didn't want to be bound by the requirement to have all his tweets go through a legal review, then he shouldn't have agreed to a settlement with the SEC that required him to do so.

A lot of people don't realize this is industry-standard. Any reasonable CEO wants to make sure they aren't inadvertently committing securities fraud with the send of a tweet.

Tweets being reviewed by the legal department are par for the course at any publicly-traded company.

In the time between Elon's two tweets, enough trades could have occurred based on the misrepresentation that investors were financially harmed.

The point of the SEC is to prevent harms like that. The point of the SEC's 2018 settlement with Elon was to prevent him from investor-harming tweets like the one he made by requiring tweets about Tesla to be reviewed for accuracy and correctness before posting.

> In the time between Elon's two tweets, enough trades could have occurred based on the misrepresentation that investors were financially harmed.

Does it matter that it was outside of trading hours?

After hours trading is a thing, money can still be made or lost outside of trading hours.

The parent comment says "Can a corporation demand an employee ..." so that's exactly what we're talking about. The company, not the government.

GP clearly asked about a company.

This is a common misunderstanding, let's recap the first amendment:

> Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof; or abridging the freedom of speech,

A civil contract between a company and individual does not fall under this at all. They could add anything to that contract and it is up to you whether you sign it. If a company demands you to walk to the office like someone out of Monthy Python's Ministry Of Silly Walks, they sure can. It's up to you whether you accept it. There are some explicit limitations to this (class discrimination, whistleblower protections etc) but beyond that, it's a free country.

1) Yes, unless it somehow implements protected class discrimination, whistle blower retaliation, etc. And you waive this every time you sign an NDA, discuss company internal info, read one of those "this email is intended only for its intended recipient" emails, contribute to FOSS with a Code of Conduct, etc.

2) I don't see how it's a terrible. Musk is breaking federal laws as CEO and putting the whole company in jeopardy. It's no different than a rogue firstline worker speeding down the road drunk in a company vehicle.

When he speaks with insider information from the company to an audience that will influence his personal position in said organization, he's not a private citizen.

Of course they can (and often do).

Of course not. But they can remove him if he uses his right to free speech to say stupid shit that gets the company in legal trouble.

Yes. You can get fired for the things you say off the clock, especially publicly. I don't love it, but what do you expect the company to do if an employee gets outed as a psychopathic troll?

Musk is salaried. There is no "off the clock," and that's inapplicable because he isn't being asked to do work or constrain his personal life. He can call people pedos and all that all he wants as far as the board is concerned. He just can't commit federal crimes in such a way that the company is liable, by voluntarily making false material statements about it.

It can even fire them for expressing a political opinion. Particularly if there is a twitter mob involved.

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