Elon Musk Faces Lawsuit Over Delayed Twitter Stake Disclosure

A U.S. judge has denied Elon Musk’s attempt to dismiss a lawsuit accusing him of defrauding former Twitter shareholders by delaying the disclosure of his investment in the social media platform, now known as X. U.S. District Judge Andrew Carter ruled that plaintiffs plausibly alleged Musk intended to mislead investors through a late SEC filing, misleading tweets, and a covert strategy to acquire Twitter shares.

Filed by the Oklahoma Firefighters Pension and Retirement System, the lawsuit claims Musk missed the SEC’s March 24, 2022 deadline to report a 5% Twitter stake, instead revealing a 9.2% holding on April 4—11 days late. This delay allegedly saved Musk over $200 million and harmed shareholders who sold shares at suppressed prices. Twitter shares jumped 27% following the disclosure.

Although Carter dismissed some claims, he allowed key fraud allegations to proceed, including scrutiny over Musk’s SEC filing that framed the investment as "passive," despite Musk’s future plans to acquire the company. Musk eventually bought Twitter for $44 billion in October 2022.

The ruling also cites two tweets posted by Musk on March 26, 2022. One stated he was "giving serious thought" to launching a Twitter rival. The other jokingly responded to a suggestion he buy Twitter and change the logo to a doge: "Ha ha that would (be) sickkk." Musk’s lawyers argued these tweets were not fraudulent, but Carter found the plaintiffs’ interpretation equally plausible.

The SEC is also pursuing separate legal action over Musk’s late disclosure. As of now, Musk’s legal team has not commented on the case.

The case is Oklahoma Firefighters Pension and Retirement System v. Musk et al, U.S. District Court, Southern District of New York, No. 22-03026.