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SEC's literal interpretation, taken to the extremes, means Elon has to seek approval again in 2022 if he wants to republish material information that was published in 2019. :rolleyes:..

Note that the careful construction of the disclosure rules is probably not an accident I believe: by limiting the disclosure rules to material information the SEC (a U.S. government agency) avoids creating "prior restraint" on Elon's speech.

Mandating Elon to seek re-approval for already approved and published public information would be laughed out of court on a First Amendment basis.

Note that the U.S. government or any agency thereof cannot enforce any contracts with illegal prior restraint elements. So even though Elon agreed to the settlement "voluntarily" ("SEC: would be a shame if something happened to this beautiful company" but I digress), any prior restraint aspects are null and void.
 
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That you are willfully obtuse when it suits your narrative is a simple fact to any rational observer of your trolling here.



Again I believe you are either being willfully obtuse or have reading comprehension problems, which is a common ailment of trolls here.

The rest of my post didn't deal with intent, because I outlined the inherent factual flaws in the SEC's factual arguments, from which the SEC created a flawed "garbage in, garbage out" legal argument.

The "intent doesn't matter" part of the SECs legal argument is in the "garbage out" half.

In the real review the court is going to perform (according to my imperfect interpretation), "intent" looms large in 80% of the decision tree, and the SEC has no path to victory without the judge examining Elon's intent.

You continue to ignore these essential elements of my argument, because I believe it's fatal to the false anti-Tesla narrative you are trying to peddle here.


OK, I guess that's about as intelligent and polite answer as I am likely to get this evening, so I am heading out for a beer.
 
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OK, I guess that's about as intelligent and polite answer as I am likely to get this evening, so I am heading out for a beer.

As expected you have no interest in an honest argument, so I can only repeat the conclusion:

you could have chosen to reply to it honestly but you didn't.​

Instead you continue to ignore these essential elements of my argument, because I suspect it's fatal to the false anti-Tesla narrative you are trying to peddle here.​

To the extent your beer is financed by anti-Tesla trolling: enjoy the dollars you and your co-conspirators have conned out of weak-long Tesla investors. If true then what a pityful existence, and remember that stock bashing is a crime, and that in the long run crime doesn't pay.
 
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All right people, now I'm going to be devil's advocate for a moment (sort of). That argument/summary that I (and similarily others) gave above seems like a rather obvious defense. Have Musk and Tesla lawyers made such arguments to the SEC, and if so, why is the SEC is still pursuing a case? Musk seemed kinda surprised by the guy who tweeted about the conference call (the one which Musk responded to and further taunted the SEC). To wit, is Musk and his lawyers clearly aware that 500k production tweet is well within the 360 to 600k deliveries as implied by the CC, and thus a non-material tweet? Surely they must be aware (as we amateur non-legal folks know much less than the highly educated and highly priced lawyers)*. And if they are aware, then what are we missing in why this is not a simple slam dunk defense?

*(I have a half-mind to email Tesla and "educate them". Lol!)
 
The thing I think people keep missing is the assumption that "Tesla is going to build the GF3 structure, and then they're going to start tooling." Rather than what any company would do in such a rush situation, which is tool offsite while the building is being built, then relocate the hardware. What they're not going to do is just sit idle and wait for the building to take shape.

Is this practical or even possible, without having large factory floor space available?

Is it even necessarily, if all they do is copy the Fremont tooling, with fewer factory space saving quirks?

I'm still wondering whether we'll see basically three GA4 lines, with more manual stations. In China this would be cost effective to reach 3k/week. Fremont GA4 "Sprung Tent" has a capacity of about 1k/week.

No. They will need significant floor space to do so.

But this is China, the world's factory. I cannot imagine them having trouble finding floor space. Tesla also has some sizeable chunks of available floor space at Lathrop and GF1.

There are 4ish phases:
Design/ select the equipment (0 time if copying 3)
Vendor building the equipment (long lead, likely started before GF3 location was finalized)
Installing the equipment (this step requires the building (at least cured floor (28 or less days) and roof in the section where the equipment goes))
Test the equipment (minimal time if duplicating 3)
 
Have Musk and Tesla lawyers made such arguments to the SEC, and if so, why is the SEC is still pursuing a case?

This is unclear.

Tesla might have been only minimally cooperative with the SEC if they thought they were firmly compliant, they are not obligated to reply to unreasonable demands. The U.S. is primarily governed by the rule of law, it's not a dictatorship.

When the SEC refused to back down and escalated via petitioning the judge, Tesla filed their defense, which might (or might not) have surprised the SEC.

But a lot of this is conjecture and speculation.
 
After reading the SEC court filing and Tesla's lawyer's response again, it's curious that both have confused Model 3 numbers with overall Tesla numbers, when Musk's tweet was overall. In particular, the SEC filing highlights the earnings report's section on Model 3 production reaching 500k/year between Q4 2019 and Q2 2020 as proof that Musk's Tweet of 500k for the whole year 2019 was incorrect, but they fail to mention that S and X is on top of that, so their filing is highly misleading. Tesla's lawyer also referred to this and failed to mention S/X.

Edit: 500k for the full year 2019 is still too high, but not quite to the extent that the SEC filing makes it out to be.
 
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All right people, now I'm going to be devil's advocate for a moment (sort of). That argument/summary that I (and similarily others) gave above seems like a rather obvious defense. Have Musk and Tesla lawyers made such arguments to the SEC, and if so, why is the SEC is still pursuing a case? Musk seemed kinda surprised by the guy who tweeted about the conference call (the one which Musk responded to and further taunted the SEC). To wit, is Musk and his lawyers clearly aware that 500k production tweet is well within the 360 to 600k deliveries as implied by the CC, and thus a non-material tweet? Surely they must be aware (as we amateur non-legal folks know much less than the highly educated and highly priced lawyers)*. And if they are aware, then what are we missing in why this is not a simple slam dunk defense?

*(I have a half-mind to email Tesla and "educate them". Lol!)
The lawyer did quote one part of the cc where 10k/week number was stated.

But the “300k-500k” part of the cc was missed by the Tesla lawyer as well. This has bee brought to Elon’s attention. But no harm in writing again to Tesla

David Tayar on Twitter
 
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@KarenRei I guess why I say he was surprised is that he tweeted that in response to someone else pointing it out. Why didn't he tweet that (along with the rest of the argument) unpromted, if he and his legal team already know this? I don't know, perhaps he's playing close to the vest and Tesla has already filed their defense with the judge???
 
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At this point, I'm also wondering if Musk himself has forgotten that his Tweet was about overall numbers and not just 3 - the thing he retweeted from the conference call was about 3 numbers only, he should mention clearly that S/X is on top of that.

Perhaps someone that Musk might notice on Twitter should Tweet him about this to make sure he remembers it. Perhaps someone reading this might have been noticed by Musk in the past...
 
Well, "he" as in "the statement his lawyer made him write".


I do agree that Elon was probably jumbling up figures, both in the conference call, and the exact same way when writing that tweet. But regardless of how you put it, the number was already out there as public, non-retracted information released through official channels (the earnings call), and thus not material. And indeed, the lack of a market response showed how non-material it was.

There is also the calibration factor from the ARK podcast (which every investor should listen to): Elon numbers are often peak rates, multiply by 80-85% to get the average rate. At 9:25:
On the Road to Full Autonomy With Elon Musk — FYI Podcast

Also estimated 1.5 million cars in 2021...
 
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At this point, I'm also wondering if Musk himself has forgotten that his Tweet was about overall numbers and not just 3 - the thing he retweeted from the conference call was about 3 numbers only, he should mention clearly that S/X is on top of that.

Perhaps someone that Musk might notice on Twitter should Tweet him about this to make sure he remembers it. Perhaps someone reading this might have been noticed by Musk in the past...
Edit Update: I made a mistake and was thinking that 2019 total production guidance was higher than it was, so this doesn't really apply after all.
 
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SEC is going to get slapped by the judge on this IMO. An after hours comment that lines up with verbal guidance (Q4 call) as well as written production forecasts (Q4 letter) is public info and so can not require approval. Complete overreach.

Lets hope that is what is happening.

I was surprised that even the first SEC complain did go through although it was not really a sentence by a judge but a compromise and agreement.

I believe what happened here is that the SEC got annoyed by Elon stating in the CNBC interview "I do not respect the SEC (..)" Thats been a slap in the face.

That was too much for those guys believing they are right and expecting people to bend their knee. Also Elon said that nothing needs to be reviewed from a lawyer unless its material and that I believe they did not like either. The fact that he later said runrate does not matter.

With that in mind they did believe now its a good opportunity to go against him once again.

How his tweet can be used against him escaped me though. He just repeated what was said in the ER call and later on corrected his statement but both numbers are within the 350k - 500k statement. What has been said in theER call was material but thats a management statement. The fact that it differs to the ER letter does not matter.

The fact that the 500k production was reduced to 500k annual runrate at end of 2019 is a correction outside of trading hours that just shows that they care about accurate prediction to avoid misinterpretation.

So, does the SEC now demand that if Elon repeats a statement from the ER call on twitter that he needs to get someone looking over it and that he did not do, therefore violation of agreement? Thats really Kindergarden level....

All I can say is that this is again very fishy from the SEC and looks to me now like they take it personally and run a vendetta against Elon.

Lets hope they get a lawyer that is cool headed and understands nothing has happened.

In any case and even if there is another fine, it means absolutely nothing for Tesla as a company, their revenue and profit. Everybody selling now is likely a short.

The real story is that the 5% drop yesterday is a damage for shareholders after the SEC did something questionable where what they call Elon did is questionable did not move the stock price.
 
Okay, for what it's worth, I sent the following email to [email protected] and [email protected] (not sure if this is valid). I also sent it to "fill out" forms on the contact investor relations page and contact the board of directors page. Any other Musk/Tesla emails I could send it to? (Ideally if someone can point all this out to him on twitter would be best -- I don't have twitter account.)

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Subject: A Simple Defense of Recent SEC Contempt Filing?

Hi, I'm just a concerned investor that wanted to point out that Tesla/Musk seems to have a rather simple defense to the recent SEC contempt filing. I'm not a legal expert, but this is the way I understand what occurred:

(Summary: the SEC erred because they did not take into account what was said in the CC call, nor did they take into account the difference between "production" numbers vs "delivery" numbers.)

First:

In the Q4 Investor Letter and 10K, TOTAL deliveries were mentioned at 360-400k. In the CC, deliveries of M3 alone were estimated by Musk at 350-500k, depending on China and other factors (as analysts questioned him on the difference between his estimate and the Q4 letter). The midpoint of the CC M3 estimate is 425k. After adding in ~75k conservatively for S and X, you get 500k deliveries. So, there is some variability there as far as total deliveries go, anywhere from 360 to 600k.

Second:

In the first tweet in question, Musk was not talking about deliveries, but production ("make") and it was only an approx number ("around"):

"Tesla made 0 cars in 2011, but will **make around** 500k in 2019"

Production is often higher than deliveries, especially in 2019 with the more complex logistics of international deliveries (as Tesla previously pointed out). Even regardless of this assumption, if you put the first tweet together with the investor letter and CC call, you get:

*** In 2019, Tesla will make approx 500k total cars and deliver anywhere from 360 to 600k cars. So there is nothing inaccurate nor conflicting about the first tweet vs what was conveyed in the investor letter and conference call, as the SEC alleges. ***

Analysts and the public understand that there could certainly be a large variability (of say approx +-100k) in the production and delivery forecast for 2019, given all the many variables (China, tariffs, timeline of low-cost M3, etc.). In the investor letter and second (clarifying) tweet, Tesla/Musk was being more conservative, whereas in the CC call and first tweet they were being less conservative, more ambitious.

Finally, since (given the above) nothing new was conveyed in the first tweet, that tweet hence did not contain any material info -- it was all prior public knowledge. And so it did not require further pre-approval from Tesla legal counsel.

In summary, I think the SEC erred because they did not take into account what was said in the CC call, nor did they take into account the difference between "production" numbers vs "delivery" numbers.

Thank you for your time.