Securities and Corporate Law

Elon Musk took the stand in a San Francisco jury trial to defend against a class‑action suit alleging he violated federal securities laws by deceptively trying to drive down Twitter’s stock price in 2022 to escape or reprice his $44 billion takeover. The case covers shareholders who sold Twitter stock between May 13 and Oct. 4, 2022, and focuses on public statements Musk made as he accused Twitter of lying about the share of fake 'bot' accounts and then attempted to terminate the deal before ultimately closing at the original $54.20-per-share price. Under questioning, Musk reiterated that he believed Twitter’s disclosure that only about 5% of accounts were bots was 'BS,' acknowledged 'a lot of threats going back and forth' with the board, and testified that he agreed to close rather than face trial in Delaware because his lawyers said Chancellor Kathleen McCormick was 'extremely biased' against him. Plaintiffs argue those statements and maneuvers formed a pattern of deceptive conduct that misled investors, while Musk insists he was the one misled and had legitimate grounds to try to renegotiate or walk away. The outcome will shape how far powerful corporate buyers can go in using public rhetoric and litigation threats to pressure counterparties in multibillion‑dollar deals without running afoul of securities‑fraud rules.