Elon Musk, who secretly acquired a major stake in Twitter Inc. in early 2022 before eventually buying it, did so with the help of a Morgan Stanley wealth manager who advised the billionaire on how to avoid alerting the broader market, according to a shareholder lawsuit.
The unidentified employee offered Musk and his business manager, Jared Birchall, regular updates on “trading strategies to avoid public detection” and “‘money saved’ by hiding these trades from the market,” according to an amended version of the 2022 suit filed Tuesday in Manhattan federal court.
An Oklahoma public pension fund claims Musk’s delay in disclosing his ownership of more than 5% of the social media company artificially kept its share price down. The billionaire was able to acquire more than 9% of Twitter without triggering a major stock price hike, which eventually happened once his ownership stake became public, according to the complaint.
Musk argued last year that the suit should be thrown out because it has no legal merit and is merely an attempt to “harness the spectacle” around him and his $44 billion acquisition of the platform, which he has rebranded as X. A judge ruled in September that some claims in the case could proceed.
Musk’s stock purchases are also the subject of an investigation by the US Securities and Exchange Commission. He has agreed to sit for a five-hour deposition at one of the SEC’s offices as part of that case.
Musk didn’t respond to a request for comment. Birchall, who is chief executive officer of Musk’s neurotechnology startup Neuralink Corp., also didn’t respond to a request for comment.
A spokesperson for Morgan Stanley said the firm “is not a defendant in this lawsuit.”
On several occasions, the Morgan Stanley employee working with Musk advised him to seek outside counsel on whether he needed to disclose his stock purchases. Birchall assured the Morgan Stanley employee that Musk was getting legal advice, but that never actually happened, the lawsuit alleges.
Musk ended up acquiring a multibillion-dollar stake in Twitter without the company knowing about it and quickly agreed to join Twitter’s board after going public with his investment. But in April 2022, Musk decided to try and buy the company instead. He later tried to renege on the purchase, but was sued by Twitter and ultimately completed the acquisition in October 2022.
Musk has used Morgan Stanley for many of his business efforts over the years. Michael Grimes, a managing director at Morgan Stanley, was known to have been heavily involved in Musk’s Twitter deal.
The suit alleges that Morgan Stanley earned almost $1.5 million in commissions just for executing Musk’s “secret Twitter stock acquisition scheme.”
The case is Oklahoma Firefighters Pension and Retirement System v. Musk, 22-cv-03026, US District Court, Southern District of New York (Manhattan).
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