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"The court made 11 factual findings showing that Musk had participated in the deal process to a degree greater than he should have." "The trial court noted tha

"The court made 11 factual findings showing that Musk had participated in the deal process to a degree greater than he should have." "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.

rayiner 2y ago
What’s that got to do with the court’s ruling that Tesla paid a fair price, which is what I said in my OP? This is the relevant part of the opinion: > 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.
- timewizard 2y ago
  The ruling is based on price _and_ process by your own reference. You keep moving the goalposts. Which end do you want to play from? I thought not burying the lede was the scheme here?

rayiner 2y ago

What’s that got to do with the court’s ruling that Tesla paid a fair price, which is what I said in my OP? This is the relevant part of the opinion: > 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.

timewizard 2y ago
The ruling is based on price _and_ process by your own reference. You keep moving the goalposts. Which end do you want to play from? I thought not burying the lede was the scheme here?