A San Francisco jury has determined Elon Musk misled investors by intentionally driving down Twitter’s share price in the months before his $44 billion acquisition of the company in 2022. The verdict, returned in a class-action suit by shareholders who sold while the deal was unsettled, held Musk liable for statements that the jury found caused losses, but jurors rejected claims that he engaged in a broader scheme to defraud shareholders.
The nine-person jury found two of Musk’s public messages — including a May 13, 2022 tweet saying the deal was “temporarily on hold” while he sought information about fake accounts — were misleading and led sellers to lose money. At the same time, the panel concluded a comment Musk made on a podcast was an opinion and not actionable fraud, and it cleared him of allegations that he orchestrated a wider plan to depress Twitter’s stock.
Jurors deliberated nearly four days after a roughly three-week trial that began March 2. They set damages at about $3 to $8 per share for each trading day affected; plaintiffs’ lawyers estimate that will amount to roughly $2.1 billion in total. Musk’s net worth is currently estimated at about $814 billion, largely tied to Tesla stock.
Plaintiffs’ attorney Joseph Cotchett called the outcome “an important victory” for investors and public markets, saying it demonstrates that wealth and power do not place someone above the law. Musk’s lawyers declined to comment as they left the courtroom.
The dispute centered on Musk’s public statements about the prevalence of bots on Twitter. Musk testified that Twitter understated the number of fake and spam accounts — publicly reported as about 5% in regulatory filings — and that the company misled him about how those accounts were counted. He cited those concerns in his attempt to walk away from the purchase. After Twitter sued in Delaware to enforce the merger agreement, Musk ultimately completed the acquisition at the agreed price.
Former Twitter CEO Parag Agrawal and CFO Ned Segal testified during the trial. Musk himself testified for more than a day, disputing Twitter’s calculations, calling some of the figures “BS,” and saying Twitter leadership had misled him about bot estimates. He also told the court that closing the deal at the agreed price produced a windfall for most shareholders.
Plaintiffs argued Musk’s tweets were deliberate efforts to reduce Twitter’s market value so he could renegotiate or exit the deal as Tesla’s stock fell and the acquisition became more costly. In closing, plaintiff lawyer Mark Molumphy told jurors, “He knew what he was doing.” Musk’s defense at times sought mistrial motions, contending he could not receive a fair trial in San Francisco because of local animus.
This is not Musk’s first major courtroom contest over public statements: in 2020 he testified in a federal case stemming from a 2018 tweet about taking Tesla private, and a jury in that matter cleared him of wrongdoing.