Consolidated C.A. No. 12711-VCS PUBLIC REDACTED VERSION
EFiled: Mar 16 2017 04:16PM EDT Transaction ID 60350469 Case No. 12711-VCS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE x Consolidated In re TESLA MOTORS, INC. : C.A. No. 12711-VCS STOCKHOLDER LITIGATION : PUBLIC REDACTED VERSION : : Filed March 16, 2017 _________________________________x SECOND AMENDED VERIFIED CLASS ACTION AND DERIVATIVE COMPLAINT Co-lead plaintiffs Arkansas Teacher Retirement System (“ATRS”), Boston Retirement System (“Boston”), Roofers Local 149 Pension Fund (“Roofers Local 149”), Oklahoma Firefighters Pension and Retirement System (“OFPRS”), KBC Asset Management NV (“KBC”), ERSTE-SPARINVEST Kapitalanlagegesellschaft m.b.H. (“ESK”), and Stichting Blue Sky Active Large Cap Equity Fund USA (“Blue Sky”) and additional plaintiff Aaron Rocke (“Rocke,” and together with ATRS, Boston, Roofers Local 149, OFPRS, KBC, ESK and Blue Sky, “Plaintiffs”), based on the knowledge of Plaintiffs as to themselves, and the review of publicly available information and non-public documents obtained pursuant to a demand to inspect books and records under Section 220 of the Delaware General Corporation Law, 8 Del. C. §220 (“Section 220”), as to all other matters, allege as follows: NATURE OF THE ACTION 1. This is a stockholder class and derivative action brought by Plaintiffs on behalf of themselves and all other similarly situated stockholders of Tesla, Inc., formerly known as Tesla Motors, Inc. (“Tesla” or the “Company”), and for the benefit of nominal defendant Tesla against: (a) Tesla’s controlling stockholder Elon Musk and the other members of Tesla’s Board of Directors (the “Tesla Board” or “Board”) to remedy defendants’ breaches of fiduciary duty and waste of corporate assets; and (b) Elon Musk and certain of the other defendants for unjust enrichment.
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