You’re burying the lede here, which is that the Delaware Chancery Court rules that Tesla had paid a fair price for Solar City: https://www.businessinsider.com/elon-musk-wins-solarcity-tes...
Its not like the courts are investment banks with an evaluation arm. They are just judging if anything reaches the point where shareholders were legally harmed, which still gives a lot of gray area to the acquiring company.
The commenter you are responding to is explicitly intending to place more emphasis on the reason why the lawsuit failed. That is why they used the phrase “burying the lede” in their initial comment.
>They are just judging if anything reaches the point where shareholders were legally harmed, which still gives a lot of gray area to the acquiring company.
This distinguishes the lawsuit failing from the idea that a fair price was paid. The competing contentions are (a) fair price vs (b) unfair but beneath threshold of legally punishable harm.
(d) a court has no idea what a fair price would look like but made a finding of fact based on expert testimony despite being poorly situated to evaluate it
Under Delaware law, there’s two standards for evaluating this kind of claim. When there is no conflict of interest, the court applies the “business judgment rule,” which is similar to what you seem to be thinking—it gives corporate officers wide latitude.
But when there is a conflict of interest, the court applies the “entire fairness” standard, which requires both fair dealing and a fair price. And a fair price means what it sounds like—it’s what an objective businessman would consider a fair price under the circumstances. It doesn’t need to be the best price, but it must be within the range of fair. And to establish a fair price, the court relies on evidence from financial valuation experts. It’s a rigorous standard that’s hard to meet.
I generally find expert testimony to be suspect. Anyone can be trotted forward as an expert, rattle off their credentials, and say whatever they feel like saying, depending on who is paying them to testify. And financial valuation is not a science; there is of course plenty of math involved that takes into account hard, objective numbers, but a good chunk of it is opinion, too, as no one an know the future.
Having said that, the Delaware Chancery Court of course has more experience in these matters than any other state's courts, so I am of the opinion that they're less likely to be duped by "experts", but sill... it can and does happen.
Ofc, that wouldn't help for software... because no licensure.
Of course, the license doesn’t mean anything if everyone falls under an industrial exemption. I’d be in favor of safety-critical software requiring a PE stamp.
I’d also point out that, in the legal industry, Delaware’s entire fairness standard is seen as a rigorous standard that typically results in victory for the plaintiff. The Chancery Court ruling resulted in various law firm updates using the case as an example of how the entire fairness standard isn’t always a death sentence for defendants.
I have two feelings on this. One of which is alarm because it is a sentiment like this which is the backbone of misinformation believers and spreaders and we're in the worst era of misinformation I think that we've been in in a long time. Certainly the worst since the dawn of the digital age. Experts are right about vaccines. Right about building your savings with a 401k. They're right about using sunscreen. They're right about not ingesting too much sugar. They're right about reading to your kids from an early age and right about the impacts of tariffs on the economy. They're right about climate change. They're right about the Higgs Boson, etc. etc. In almost every case, the people going against the experts on these things are cranks, frauds, or confused conspiracy theorists.
But my other feeling is one of agreement in a very qualified sense. I believe that within the U.S. legal system, people who are presented as experts in certain forms of science, are able to invoke an unearned professional authority and legitimacy that has nothing in common with genuine expertise. When we talk about pseudoscience in the modern age, a lot of the time it's about new age crystals or evolution denial, but I think expert witnesses presented as authoritative in courtrooms have been responsible for generations upon generations of pseudoscience of various types. Everything from penmanship analysis to bite mark analysis to body language experts to, rather remarkably, supposed 911 phone call tonality analysis experts Who can include that wrongly timed emotional tremors or presence or absence of emotions prove the callers involvement in a crime.
And while it might be a gray area, I suspect there's at least a fair amount of crankery or motivated reasoning with hired gun economic experts summoned to Delaware courts to testify in favor of major corporate acquisitions.
So swap out "punishable" and instead say "legally actionable" (or other preferred synonym) and you nevertheless have an assessment that falls under what you noted is the entire fairness standard and the upshot is the same.
Also my understanding is that courts defer to the experts of the acquiring company. And if those experts are predisposed to have a favorable interpretation that favors the acquiring company, the valuation is in the less than optimal range of a range of values produced even by them, and they, by contrast to an actual market, might be much more lenient than a market would be in determining the price. So there's a convergence of variables that underscore the difference between fair as we conventionally understand the term (which is what we were all interested in here) and whatever it means to have survived legal scrutiny in Delaware.
Which again I would say means that this debate has real teeth and it's more than semantically equivalent differences in emphasis.
(As you know, but others may not - this is not always the standard vs the business judgment rule, but is the standard here)
I just wanna know where we can find these shareholders and evict them from earth because they're destroying everything.
I have no holdings in armaments or instruments of torture, apparently. But that's about the most constraint I can apply, short of self-managing.
Unfortunately the private sector has dominated the zeitgeist for decades; a kind of meta-regulatory-capture, if you will.
I can't trust that there will be a state pension waiting for me. So I'm in the private sector. Got some bonds in my mix, at least.
When the same people are making the ask as making the buy, you literally cannot decouple the decision-making in a way that objectively eliminates cooperation.
A market cannot exist when the entities involved abandon adversarial decision-making and cooperate. One's priority is always suborned by one or the other.
That is, the standard the defendants have to meet (not the plaintiffs, the burden is actually on tesla here despite having been sued) is that the transaction was entirely fair to the corporation and shareholders- the process was a fair one, the price was a fair one, etc.
I have trouble thinking of a case where you can prove all this[1] but the market would have come up with something different. Almost by definition, if the market would have decided to pay a lower price, either the price or the process was probably not fair.
[1] Which again, you have to do affirmatively. You aren't just rebutting plaintiff evidence, the burden is on you to show the fairness
Not sure the court was capable of that judgement.
It’s like everyone just forgets Musk’s announcements that never get delivered on.
"""“I feel very confident predicting autonomous robo taxis for Tesla by next year. Not in all jurisdictions, because we won’t have regulatory approval everywhere. But we will have regulatory approval at least at some point next year,” Musk said toward the end of the presentation. “From our standpoint, if you fast forward a year, maybe a year in three months, but next year for sure, we will have over a million robo taxis on the road.”""" - Musk, April 2019
But later today I’ll be heading out in a Waymo robotaxi which will actually be here.
GP is referring to Tesla's promise to build electric semi trucks, not the pickup truck that Cybertruck is.
> And FSD is basically here which means robotaxis are basically here. Now there are just regulatory hurdles and the long tail.
AIUI, Tesla FSD is at best Level 3 automation (probably more like Level 2), which means it requires constant driver supervision to keep the car from committing suicide. That's pretty far from being "basically here", especially since Tesla seems extremely loth to accept any responsibility for FSD-related crashes.
https://www.sae.org/binaries/content/gallery/cm/content/news...
The private moon mission is off because the costumer pulled out. But Starship is still in development and is contract with NASA for a moon mission.
Of course Robotaxi isn't close to existing.
Musk announced in January that it was to launch in June, in Austin.
The semi factory will be finished late this year.
FSD gets better each month. Obviously there is massive debate if it will be “done” in 1, 2, 5, 10 or never years
Robotaxis were announced recently, the plan as announced is for them to be sold in 2026. That has not changed.
Looks like they’ll have some kind of driverless taxi service running this year with remote operators like Waymo.
Private moon mission was canned.
I think it’s pretty strange to say Musks promises never get delivered on when Tesla sells the most popular car on the planet two years running, spacex launches more to orbit than the rest of the world combined and a ton of other stuff.
Obviously he’s utterly nuts, and doesn’t deliver everything he talks about, and is very late on many things. But you have to be blind to say he never delivers anything.
He takes risks very few others are willing to do, but he is not nuts by any reasonable definition.
> No disrespect.
But you disrespected me anyway :-)
He is batshit. He is also smart and has accomplished some impressive things. The two are not incompatible.
That's common human behavior.
> False accusations of pedophilia against people he doesn’t know?
Against a single person who had just called him "insane" on TV. Not nuts at all.
> Free speech absolutist who gleefully bans speech?
Not all speech is free speech - you cannot advocate for hits on people, for example. Besides, it's perfectly legal to censor speech on his platform. Not nuts at all. Musk has made no attempt to suppress speech on Bluesky, Facebook, Reddit, Tiktok, etc.
> Corporate acquirer who accidentally fires key people
That's not how it worked. Twitter was losing money at an astonishing rate, and he had to cut expenses immediately. It is the fastest way to determine who was actually needed and who wasn't. Then hire back the ones who were actually needed.
> makes the exact same mistake as a coup leader?
It's the only way to do it when time is critical. It's also the only way when the agencies are doing everything possible to not cooperate with DOGE.
There's been no coup. Trump was lawfully elected.
Do you ever stop and think it’s an amazing coincidence that every criticism of Musk is totally unfair?
For example, where was the disgust at the person who publicly called Musk insane first? A fair criticism would have included that. A fair person would also be aware that there is not a single person on the planet who has not called someone else a nasty name.
This is false if "etc." includes Wikipedia, on which Musk has attempted to suppress speech critical of him [1].
[1]: https://theweek.com/media/elon-musk-wikipedia-controversy
He did denounce Wikipedia, and called for people to not support it. That's not an attack on free speech.
Actually it just came out yesterday he did try to suppress free speech on Reddit.
At one point with Tesla he was within hours of business and personal bankruptcy, before making a deal with an investor. The investor wasn't the government.
The taxpayer never assumed a risk there.
> but not profits) to the taxpayer
He pays taxes on profits like anyone else.
Musk said himself SpaceX would’ve gone bankrupt without NASA contracts. He needed those contracts because Spacex was too high of a risk at the time for private business. NASA is self-insured. This is the the way the government supports high-risk nascent industries, because they are the only institution capable of shouldering that risk.
It’s well-established that the solvency of his companies are tightly coupled, just like TFA. Further, Tesla is made competitive by subsidies for EVs and manufacturing. Not necessarily bad, but the success isn’t occurring in a free-market vacuum. When companies accepting subsidies go under, the govt doesn’t typically get that money back, at least not in full. (See the faux Solyndra “scandal”)
I know that doesn’t fit the preferred narrative of the mythical free-market iconoclast succeeding in spite of the govt, but that’s reality.
On the profit side, I should have said he gets a disproportionate amount of profit and the taxpayer gets a disproportionate amount of risk.
And he wasn't paid until he delivered, like any contract with a business. The taxpayers were never at risk. It was not a subsidy.
Yes, Tesla benefited from EV subsidies, like all the electric car makers. He'd be stupid not to take the subsidy.
> You may want to familiarize yourself with counter examples from Musk biographers, like Seth Abramson.
I read "Elon Musk" by Ashlee Vance.
I’d implore you to research more about how the CCP is administered. There are payments before any astronaut gets a ride. Meaning if the company goes out of business beforehand, the taxpayers lost that money without receiving the actual service intended. That’s also why NASA selected two CCP contractors, it distributes the risk. Maybe you think socializing risk to the taxpayer makes him a smart businessman, I just wish people would comes to terms with the fact that his wealth is inextricably linked to taxpayers. Like I said before, it’s not even necessarily a bad thing but call it what it is. I personally think the hybrid public-private arrangement works well when it’s not being abused.
Regardless of all that, the point was that Musk is not a paragon of free-market capitalism. Nothing you’ve pointed out negates that point, yet people still cling to that narrative for…reasons. I suspect it has more to do with cognitive biases than reality.
When I had the roof replaced, I had to pay half up front.
And so on. This is normal business practice.
There is nothing not free market about progress payments.
(Besides, if NASA was fronting all the money, SpaceX wouldn't have gone bankrupt if the rocket blew up. But what I've read was Musk bet the company on it not blowing up.)
I decided to check one detail. The EV subsidy came in the form of a tax credit to the buyer, it is not paid to the car manufacturer. Musk had nothing to do with it.
> I suspect it has more to do with cognitive biases than reality.
Imagining oneself as dealing in reality rather than cognitive bias is yet another cognitive bias. Everything written about Musk is subject to cognitive bias one way or another.
Businesses can leverage POs to fund operations. That’s why the NASA contract matters.
Yes, the EV subsidy goes to the buyer. The point was it makes the product more competitive at its price point. That point still stands. Besides, Tesla also benefited from multiple other taxpayer benefits. For example, they get hundreds of millions in tax incentives for their factories. Again, their profitability is propped up by taxpayers.
I’ve never claimed to be completely unbiased. However, we do have the benefit of testing out narratives with facts. The mental gymnastics needed to deny that these ventures/profits are somehow not related to taxpayers is, in a word, “nuts”
It's utterly inappropriate. First, your card is submitted and approved prior to you getting the ride. The uber is going to get that payment, you have no choice. Second, I wouldn't be surprised if the amount is put on hold with the credit card company before the ride begins - I know gas stations do this. Third, it's a trivial amount of money compared with buying a house. Fourth, the uber driver cannot operate if he hasn't already bought the car and the gas.
> That point still stands.
Musk had no control over it. The tax credit was given to the consumer. It also was for all EVs, it was not targeted at Musk.
> they get hundreds of millions in tax incentives for their factories. Again, their profitability is propped up by taxpayers.
A tax abatement is not a subsidy. A subsidy is a payment. Tax abatement is not "propped up" by other taxpayers, they did not get their taxes raised by it, and the company was not previously paying taxes for that location.
I'm curious why you (apparently) think that anyone could have done what Musk did? Why didn't you (or anyone else) get those subsidies and tax credits and contracts and create Tesla and SpaceX? I've read that Musk is an imbecile who somehow failed into being the richest entrepreneuer on Earth?
Tesla + SpaceX is worth about $1.2 trillion dollars. If the government started it with a billion dollars, consider all the taxes Tesla + SpaceX + Musk + employees + investors has paid since. Wow what a return on investment! And as a bonus, NASA gets to shoot off rockets that cost only 10% of NASA-built rockets.
C'mon, this is bordering on a disingenuous argument. You can't acknowledge the different between a service and a product. That's literally the novelty of the CCP. In general practice, you don't pay for a service until after its rendered. But not the case in the NASA contract. If your Uber doesn't show up, you'll get reimbursed whatever small hold they put on. You're only out the service. If SpaceX went belly-up, NASA isn't getting milestone payments back and they don't get their ride. They're out payment and service.
>Musk had no control over it.
Are you claiming that subsidies don't get factored into a business plan? Again, the point is government action makes the business more competitive/profitable. Subsidies to the consumer absolutely impact that. Tesla's own filing acknowledge this point. E.g., they mention regulatory credits add $2.7B to their revenue. They also mention how consumer subsidies impact consumer demand for their cars, and how tax abatements are fundamental to projected operating expenses and financial obligations. Their own statements run afoul of the narrative you're defending.
>they did not get their taxes raised by it, and the company was not previously paying taxes for that location.
Correct. We agree the taxpayers are losing an income stream. If your house was built in a location, do you think you could claim "well there was nothing here before, so not paying income taxes is of no consequence"? It's a weird take if you think the public isn't offering something of value with beneficial tax breaks. If they are offering something of value, they are helping the business. I also agree the taxpayers can benefit from it, I don’t think they have to be in conflict, just acknowledged.
>I'm curious why you (apparently) think that anyone could have done what Musk did?
I've never claimed that, you seem to border on fanboy admiration of him. I think Musk is a once in a generation entrepreneur. I also think his business MO is heavily reliant on government contracts and special treatment. Those two aren't necessarily mutually exclusive. But the latter is contradictory to free-market ideals. That's the point that you're constantly side-stepping. Worship him if you want, but also acknowledge his success is tightly coupled to governmental help.
SpaceX has done amazing things. Buit I'm going to venture we have different opinions why. IMO, t's because they get to operate under different rules. I think the main advantage that NASA is buying is a plausible way to skirt a lot of the rules (political and technical) they must abide by. CCP does not, and that's largely why they can do things differently. That's not a guarantee of success (see: Boeing) but it sets the table.
You may not realize it, but we've had this same tired discussion a while ago. At that time, I said we will see Musk's business acumen with what he does with Twitter. Apropos of TFA, that doesn't currently put him in good light. 6 months ago it was valued at $9B, and then shortly later valued at $45B so that he could essentially sell it to himself at that valuation. At the very least, that indicates a lot of uncertainty. That is a suspect valuation, but to be generous there are some differential outcomes: 1) xAI becomes profitable largely due to the synergies from the sale of Twitter/X, 2) xAI is profitable in spite of the purchase, 3) xAI does not become profitable. It will be interesting to see, and I will be interested to see if we'll ever get insight into the private company to find out. It will also be interesting to see if future success is still coupled to government/political help; I suspect that's a drug hard to break from.
He sells rockets to the government at 10% of what it would cost the government to buy them elsewhere. It's clearly Musk helping the government. Besides, Musk did not get subsidies for SpaceX nor special treatment.
> Are you claiming that subsidies don't get factored into a business plan?
No, I claimed that Musk had no control over the EV subsidy, which was given to buyers of electric cars from any company.
> acknowledge his success is tightly coupled to governmental help
Making a better, cheaper rocket is helping the government save tens of billions of dollars.
> contradictory to free-market ideals
The government keeps taking our economy farther and farther from the free market. Government taxes, subsidizes, and regulates. It isn't really possible to run a free market business in the US.
I know it's cool these days to dump on Musk and denigrate his achievements with "you didn't build that" (as if anyone else could have done it), but history will show him to be the greatest entrepreneuer the world has ever seen.
The government has subsidized other companies. None of them succeeded like Musk did. Not remotely. The idea that the government created Musk is just nonsense.
I don’t know the specifics of these contracts, but I very much doubt it based on my experience. That’s not how any Government development contract I’ve ever worked on has worked… There are startup payments, payments for milestones (including many at the start for various design stages before anything was built), payments at varying levels of build, etc… - often more than half (sometimes more than three quarters) of the contract value was paid before the final product was delivered.
We did some pretty cool things too (this was in defence satellite communications) but various Government customers took like 80% of the risk on the development most of our big products (obviously we had already proven our design abilities with smaller components but much smaller scale), which we would then sell to them and other Governments.
What you're describing is Lockheed, Boeing, Rockwell Collins, etc. SpaceX is the opposite--it provided NASA a service that was necessary for NASA to operate, at a fraction of the cost of competitors: https://ntrs.nasa.gov/citations/20200001093.
The fact that NASA makes interim payments on the contracts doesn't turn a purchase of services into a subsidy. "Free market" does not mean "off the shelf." It's extremely common in B2B settings for buyers to shoulder some up-front costs to develop products or services that aren't available in the market. For example, Apple made a large up-front payment to a supplier to speed up development of sapphire glass: https://www.cultofmac.com/apple-history/iphone-sapphire-glas....
Buyers take-on some risk when they do that, but that doesn't make it a subsidy. In Apple's case, they take on the risk in return for the bet that a supplier can provide them with huge volumes at a low price. In NASA's case, it took on some development risk because SpaceX promised a large reduction in launch costs.
You’re muddling points. I’m not saying the NASA contract was a subsidy. Tesla is a better example of subsidies.
No private capital was willing to contract to SpaceX until the risk was lowered. They’ve succeeded in doing so and deserve credit. However, they would have never gotten to that point without taxpayer dollars. Governments were the only institutions capable and willing of taking on that high initial risk. That point still stands. It’s odd that your stance denies that when Musk himself has admitted it.
The payoff for government was getting rockets at 10% of the cost of other rockets.
The government pays spacex to complete contracts. They pay tens of thousands of companies the same way - defence, bridges, trains, roads, etc. in fact, every government does this. It’s also worth pointing out spacex have completed those contracts much cheaper than competitors who have not delivered (ie star liner). As far as the gov giving out contracts for space stuff, spacex are literally the best option, and directly save taxpayers money.
Tesla gets subsided because the government wants to encourage EVs. Oil extraction and refining, corn, education, healthcare, defence and literally thousands of other sectors are also heavily subsidized. Again, every government in the world does this for sectors they want to encourage.
You are so hell bent on your “Musk bad” line you didn’t realize it has nothing to do with him or his companies. You are angry at how governments around the world pay for and subsidizes sectors every single day.
We agree the government supports sectors they want to encourage. See my previous comments about supporting high-risk nascent industries. That’s a different point than the one I was making, which is that support is a large part why those industries can exist during their initial high risk phase. My point is he is not a paragon of free-market capitalism because they rely on government support during high-risk stages. Both points can coexist. It also doesn’t imply I think he is “bad”.
You are trying to shoehorn a different discussion. I’ve never said Musk is bad. In fact, I’ve said he’s a once in a generation entrepreneur and that his companies have delivered wonderful things to the taxpayer. My claim is that his success is not the free-market ideal because it relies on government largesse. In your head, you appear to view it through a completely different lens because you seem to want to construct this “good vs bad” false narrative. The fact that you are bypassing the points reiterated multiple times isn’t conducive to a curious, nuanced, and thoughtful discussion
It is exactly the same for SoaceX and Boeing, other than Boeing getting way more money for the same job.
Free-market capitalism is like the Easter bunny - a nice bedtime story for children. It doesn’t exist.
I don’t know why it’s difficult to actually read and critique the point being made, rather than constant digressions into others, but it makes for boring conversation. If you have a point that SpaceX didn’t need government contracts early, then make it. I’d be curious to hear it, but I don’t think the data supports it.
You’re making out like SpaceX are doing something unique or morally wrong, when what they are doing is perfectly common, and the government couldn’t function without companies doing what spacex are doing.
Your message makes no sense. This is everyday stuff across the entire economy.
The only story Is that spacex saved the government (taxpayers) billions compared to paying Boeing who can’t even deliver.
Also show me when I say SpaceX was doing something unique or morally wrong. Was it when I said other contractors do the same? Was it when I pointed out Boeing’s shortcomings? How any when I said SpaceX has done wonderful things for the taxpayer? Or how the public-private partnership works well?
Why do you insist on ignoring all the things we seem to agree on to fabricate an argument? Is it because you are incapable of admitting sometimes the government does good things? You are tilting at windmills, my friend.
Keep it concise and to the point. Make it worthwhile.
His high-risk bets have largely been buoyed by government contracts
SpaceX wouldn’t have survived without govt intervention. I think the same can be said of Tesla to a lesser extent. That’s not bad, it’s the way things work with high-risk nascent industries.
Since you seem to champion him a lot, I'd really like to hear your take on his Nazi salute.
He’s also never criticized (while busy criticizing European democracies) Russia or Putin, which are obviously nazi at this point.
His point is that Elon may promise more than he delivers, but he has still delivered on quite a lot.
I'm required to supervise my car while it drives me to work, but it is by definition fully self driving, controlling all aspects of the vehicle while I sit with hands off the wheel watching
Per https://motherfrunker.ca/fsd/
[2017] The sensor hardware and compute power required for at least level 4 to level 5 autonomy has been in every Tesla produced since October of last year.
[2017] I think that [you will be able to fall asleep in a Tesla] is about two years
[2018] Probably technically be able to [self deliver Teslas to customers doors] in about a year then its up to the regulators
[2019] We expect to be feature complete in self driving this year, and we expect to be confident enough from our standpoint to say that we think people do not need to touch the wheel and can look out the window sometime probably around the second quarter of next year.
[2020] Robotaxis release/deployment... Functionality still looking good for this year. Regulatory approval is the big unknown
[2020] I am extremely confident that level five or essentially complete autonomy will happen, and I think, will happen very quickly, I think at Tesla, I feel like we are very close to level five autonomy. I think—I remain confident that we will have the basic functionality for level five autonomy complete this year, There are no fundamental challenges remaining.
[2020] I'm extremely confident that Tesla will have level five next year, extremely confident, 100%
[2021] FSD will be capable of Level 5 autonomy by the end of 2021
The project was unilaterally cancelled by the client, Yusaku Maezawa, in May 2024. Starship development had fallen significantly behind the original SpaceX aspirational date for the flight in 2023, and Maezawa's net worth had also halved since venture was announced in 2018.
And then there's the ones he did deliver on, like spectacular re-usable rockets, Starlink, Neuralink, etc.
Marques Brownlee:
https://www.youtube.com/watch?v=UJeSWbR6W04
They are expensive though, but nice looking.
> And Tesla trucks?
https://www.dhl.com/global-en/delivered/responsibility/dhl-t...
Tesla is currently building a dedicated factory in Nevada for the Semi Truck. Production is starting end of this year and ramping up in 2027.
They issued a 127 page supporting decision on why they found it was a fair process that generated a fair price.
Want to say which part you take issue with that shows it was not capable of the judgement?
FWIW - I actually hate tesla, i just also hate the sort of drive by shitting on other fields that HN seems to do sometimes. If there are concrete reasons to believe they aren't capable, let's have that discussion. Otherwise, there's no need to denigrate others capabilities without evidence based on our feelings :)
edit: oh it's not copyleft, but specifically quid pro quo so tesla gives you their patents if you give them yours
Quid pro quo is well adjusted for the context.
> They issued a 127 page
I am sure they wrote a lot of words. But it kinda seems like they were wrong given the evidence.
Solar city shut down. The evidence shows that it was a poor acquisition.
I can just point to that huge failure that we can see right now.
Companies eventually failing does not mean they were bad deals at the time (or even a bad deal later). Not everything succeeds. The question is not "did anyone successfully predict the future" or even "was it a good thing to buy" but instead "was it a fair price and a fair deal at the time they bought it". So i have no idea why you keep bringing up what happened later as it it's relevant at all, and won't tell anyone why you think it's relevant to the past.
Given you refuse to read and cite a single thing that the judge actually got wrong and keep citing the end of solar city as if this somehow changes the past about whether it was fair deal for a fair price at the time, it's hard to believe you are really doing this in good faith, so i'm out.
(FWIW - i was the first solarcity customer in maryland, and given my experience i certainly have no love for them, but you aren't presenting any coherent argument here)
and
"paid a fair price"
are two entirely different things.
Was it actually fair as evaluated by any outsider on first principles? Probably not. Was it criminally unfair? No.
The court ruled:
> Even assuming (without deciding) that Elon was Tesla’s controlling stockholder, the Tesla Board was conflicted, and the vote of the majority Tesla’s minority stockholders approving the Acquisition did not trigger business judgment review, such that entire fairness is the standard of review, the persuasive evidence reveals that the Acquisition was entirely fair…
> Equally if not more important, 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 otherwise was 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 Court’s verdict, therefore, is for the defense.
"The trial court noted that these “process flaws flow[ed] principally from [Musk’s] apparent inability to acknowledge his clear conflict of interest and separate himself from Tesla’s consideration of the Acquisition."
"Upon recognizing these process flaws, the court then turned to what it identified as the strengths. It found six."
"Regarding fair dealing, the trial court noted that the road leading to the Acquisition was not entirely smooth. The court found, however,that the “Tesla Board meaningfully vetted the Acquisition” and Musk “did not impede the Tesla Board’s pursuit of a fair price.”Although Appellants assert that the court failed to make a finding of fair dealing, the court’s opinion can only reasonably be read and understood as concluding that the flaws did not overcome the findings of the process strengths and that the process, overall, was the product of fair dealing."
Read that as a ringing endorsement if you like.
> In instances where there are process infirmities, the Court is obliged to study fair price even more carefully. I have done that here. After careful consideration, I am persuaded Elon presented credible evidence that Tesla paid a fair price for SolarCity. Plaintiffs answered by proffering incredible testimony that SolarCity was insolvent, and then provided some “also ran” theories on value that their experts did not ultimately endorse, or at least not persuasively so. Given this, I have no credible basis in the evidence to conclude that a “fairer price” was available, and therefore, no basis to conclude that the price paid was not entirely fair. Indeed, the price was, in my view, not “near the low end of a range of fairness,” but “entirely” fair in the truest sense of the word.
Grandparent is not correct, you can’t just assign “whatever” value in self-dealing transactions.
The SEC and IRS weren’t born yesterday. It reminds me of people who come up with basic self-dealing transactions with some tax benefit and act like the idea wasn’t around 100 years ago and that regulations aren’t already in place.
Where are the solar roof tiles? What’s happened to the tax payer funded factory in NY?