DUSTIN SEIDMAN, ) ) Plaintiff, ) ) CA
EFiled: Oct 25 2018 05:08PM EDT Transaction ID 62594856 Case No. 2018-0775- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ____________________________________ DUSTIN SEIDMAN, ) ) Plaintiff, ) ) C.A. No. _______________ vs. ) ) ELON MUSK, BRAD W. BUSS, ) ROBYN M. DENHOLM, IRA ) EHRENPREIS, ANTONIO J. GRACIAS, ) STEVEN JURVETSON, JAMES ) MURDOCH, KIMBAL MUSK, and ) LINDA JOHNSON RICE, ) ) Defendants, ) ) and ) ) TESLA, INC., a Delaware Corporation, ) ) Nominal Defendant. ) ) VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT Plaintiff Dustin Seidman (“Plaintiff”), derivatively on behalf of Defendant Tesla, Inc. (“Tesla” or the “Company”), brings this Complaint against Elon Musk (“Musk”) – Tesla’s co-founder, Chief Executive Officer (“CEO”), controlling stockholder, and former chairman of the board of directors (“Tesla Board” or the “Board”) – and all other members of the Tesla Board for their knowing and flagrant breaches of their fiduciary duties of due care, good faith, and loyalty owed to the Company and its stockholders. The allegations of the Complaint are based upon Plaintiff’s personal knowledge with regard to Plaintiff’s holding of Tesla stock, and on information and belief based on the investigation of Plaintiff’s counsel and their review of publicly available information, including Musk’s Twitter postings, news articles, analyst reports, the Company’s website and public blog postings, filings with the United States Securities and Exchange Commission (“SEC”), and court filings, as to all other matters. I. NATURE OF THE ACTION 1. This action arises from Musk knowingly disseminating a series of materially false and misleading statements concerning a purported “going private” transaction for which he claimed he had “[f]unding secured” for a transaction priced “at $420” per share.
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