TC. Sottek | The Verge

We translated the Palantir manifesto for actual human beings

2026-04-21T18:39:04-04:00

Palantir CEO Alex Karp is a man in charge of one of the most important and frightening companies in the world. Karp’s new book, cowritten with Nicholas Zamiska, is called The Technological Republic. After claiming “because we get asked a lot,” Palantir posted a 22-point summary of the book that reads like a corporate manifesto. It evokes both weird reactionary shit and also trilby-wearing Reddit comments from the early 2010s.

Palantir’s summary of the book is ominous. But even the company’s name is unironically ominous. The palantíri are crystal balls in The Lord of the Rings that let Middle-earth’s worst tyrants spy on the heroes of the story. It’s a fun reference if you have no shame about your company’s mission.

We’ve attempted to translate these 22 points from Alex Karp’s alien words into something more reasonable, like human words from someone who might play him in the biopic. (Hello, Taika Waititi.) In so doing, we’ve become much more sympathetic to why Jürgen Habermas refused to supervise Karp’s research.

1. Silicon Valley owes a moral debt to the country that made its rise possible. The engineering elite of Silicon Valley has an affirmative obligation to participate in the defense of the nation.

Translation: Silicon Valley has an enormous opportunity to extract as much money from federal government defense contracts as possible. To do this, we will bring back a draft for engineers. We’re really into bringing back the draft. Deepfaked teenagers, low-paid gig workers, and victims of the Rohingya genocide need not apply.

2. We must rebel against the tyranny of the apps. Is the iPhone our greatest creative if not crowning achievement as a civilization? The object has changed our lives, but it may also now be limiting and constraining our sense of the possible.

Translation: We can’t say “we wanted flying cars, instead we got 140 characters” anymore because Elon Musk lets you write essays on Twitter now. Though if you thought the apps were tyrannical, wait until you get a load of us.

3. Free email is not enough. The decadence of a culture or civilization, and indeed its ruling class, will be forgiven only if that culture is capable of delivering economic growth and security for the public.

Translation: People are mad at tech billionaires for their obscene wealth and arrogance. Instead of winning them over by providing free access to a useful everyday service, we’re gonna sell a lot of software that will let the government spy on them while demanding tax cuts.

4. The limits of soft power, of soaring rhetoric alone, have been exposed. The ability of free and democratic societies to prevail requires something more than moral appeal. It requires hard power, and hard power in this century will be built on software.

Translation: Words and feelings are free, which is why we want to sell weapons. Nobody got rich suing for peace.

Trust in a CEO who studied the blade:

5. The question is not whether A.I. weapons will be built; it is who will build them and for what purpose. Our adversaries will not pause to indulge in theatrical debates about the merits of developing technologies with critical military and national security applications. They will proceed.

Translation: “Soft power” and “ethics” are beta shit for Broadway shows and Dario Amodei. Hear that, Pete Hegseth? We’re warriors — pay up.

But seriously. If our enemies have no oversight then why should we? The future is an AI battlefield and we need rules of engagement that let us cook. Which is to say: Forget the rules of engagement. The government is not coming to save you — we are. The world is too dangerous for us to be governed by the law of armed conflict.

Welcome to the 21st century: safety not guaranteed.

6. National service should be a universal duty. We should, as a society, seriously consider moving away from an all-volunteer force and only fight the next war if everyone shares in the risk and the cost.

Translation: We’re going to bring back the draft. Our vision of permanent war only works if we courageously volunteer people 40 years younger than us to die for oil.

7. If a U.S. Marine asks for a better rifle, we should build it; and the same goes for software. We should as a country be capable of continuing a debate about the appropriateness of military action abroad while remaining unflinching in our commitment to those we have asked to step into harm’s way.

Translation: Sure, those wimps at Anthropic are selling an AI system they claim has spotted cybersecurity vulnerabilities in “every major operating system and web browser.” But Pete, seriously: We will kill anybody you want with our software guns.

8. Public servants need not be our priests. Any business that compensated its employees in the way that the federal government compensates public servants would struggle to survive.

Translation: We care about wages – which is why we think Washington’s revolving door of lobbying and office-holding should be way more lucrative for everyone. There are mountains of cash for people who will look the other way.

And if you’re not on board? Well, all those pesky bureaucrats who do things like “investigate fraud” and “enforce safety standards” and “administer the social safety net” are holier-than-thou myrmidons who should be fed into the DOGE wood chipper.

9. We should show far more grace towards those who have subjected themselves to public life. The eradication of any space for forgiveness—a jettisoning of any tolerance for the complexities and contradictions of the human psyche—may leave us with a cast of characters at the helm we will grow to regret.

Translation: If you made fun of that video where our CEO looks like he’s on cocaine, you’re responsible for the rise of fascism. Also, we’re going to be conveniently vague about what “those who have subjected themselves to public life” means, because “be nicer to multimillionaires who go on podcasts” doesn’t have the same ring. Oh, and if you complain about the IT Renfields of DOGE, you’re anti-American.

10. The psychologization of modern politics is leading us astray. Those who look to the political arena to nourish their soul and sense of self, who rely too heavily on their internal life finding expression in people they may never meet, will be left disappointed.

Translation: Society must stop centering sensitive crybabies who want to feel personally validated by elected officials and filter their politics through emotional reactions. Also, I feel strongly that Zohran Mamdani is a pagan who is going to Wicker Man me.

11. Our society has grown too eager to hasten, and is often gleeful at, the demise of its enemies. The vanquishing of an opponent is a moment to pause, not rejoice.

Translation: Your quote-dunking on that video of our CEO yelling “I’m sure you’re enjoying this as much as I am!” while bragging about how Palantir must “scare our enemies and, on occasion, kill them’” was snide, uncalled for, and frankly crass.

12. The atomic age is ending. One age of deterrence, the atomic age, is ending, and a new era of deterrence built on A.I. is set to begin.

Translation: History has rendered absolutely no complex or ambivalent judgments upon the nuclear arms race, so let’s go ahead and repeat it. Why spend money making sure nukes don’t explode by accident when you can fund AI instead? The atomic bomb is so last century.

13. No other country in the history of the world has advanced progressive values more than this one. The United States is far from perfect. But it is easy to forget how much more opportunity exists in this country for those who are not hereditary elites than in any other nation on the planet.

Translation: We canceled our internal DEI programs but we’re fully prepared to steal valor from everyone in US history who fought to make it a more perfect union.

14. American power has made possible an extraordinarily long peace. Too many have forgotten or perhaps take for granted that nearly a century of some version of peace has prevailed in the world without a great power military conflict. At least three generations — billions of people and their children and now grandchildren — have never known a world war.

Translation: Si vis pacem, para bellum, baby! We’ll conveniently leave out all of the regional and secret wars the US has engaged in over the years or the fact that Trump recently derailed the world economy by launching a war of aggression after campaigning on a promise of no new wars. We will not elaborate on what “next war” Point Six was talking about.

15. The postwar neutering of Germany and Japan must be undone. The defanging of Germany was an overcorrection for which Europe is now paying a heavy price. A similar and highly theatrical commitment to Japanese pacifism will, if maintained, also threaten to shift the balance of power in Asia.

Translation: We can definitely sell software to a militarized Germany and Japan too!

16. We should applaud those who attempt to build where the market has failed to act. The culture almost snickers at Musk’s interest in grand narrative, as if billionaires ought to simply stay in their lane of enriching themselves . . . . Any curiosity or genuine interest in the value of what he has created is essentially dismissed, or perhaps lurks from beneath a thinly veiled scorn.

Translation: Elon Musk is our sin eater but I’ll be damned if I let a fellow billionaire loser get dunked on so much for his posts on main. Also, if you raise too many doubts about his IPO, my friends and I are going to lose a lot of money.

17. Silicon Valley must play a role in addressing violent crime. Many politicians across the United States have essentially shrugged when it comes to violent crime, abandoning any serious efforts to address the problem or take on any risk with their constituencies or donors in coming up with solutions and experiments in what should be a desperate bid to save lives.

Translation: Federal government money is nice, but are we tapping state and local? Sure, politicians talk constantly about violent crime and it’s been on a huge downswing statistically over the past decade, but that’s not what we’ve been seeing in our local “VC lives matter” group chats. No further questions about who’s doing the violent crime these days, please. Get those Ring cameras installed.

Also, we’re still mad about New Orleans killing our secret pre-crime detection program back in 2018.

18. The ruthless exposure of the private lives of public figures drives far too much talent away from government service. The public arena—and the shallow and petty assaults against those who dare to do something other than enrich themselves—has become so unforgiving that the republic is left with a significant roster of ineffectual, empty vessels whose ambition one would forgive if there were any genuine belief structure lurking within.

Translation: The most corrupt people we’ve ever seen in government who stand to make us the most money ever are getting exposed for their on-the-job intoxication, shady deals, sexual harassment allegations, and outright lying. How dare you not give these ghouls grace when they keep buying our shit? Truly great men — and we do mean men — are beyond question. A random woman at a government agency 99 percent of Americans have never heard of, however, is fair game.

19. The caution in public life that we unwittingly encourage is corrosive. Those who say nothing wrong often say nothing much at all.

Translation: People are unfairly using the public communications platforms that we mine for mass surveillance purposes to complain about our open bloodthirstiness and crypto-fascism.

20. The pervasive intolerance of religious belief in certain circles must be resisted. The elite’s intolerance of religious belief is perhaps one of the most telling signs that its political project constitutes a less open intellectual movement than many within it would claim.

Translation: We’re sick of people saying our cofounder is weird for believing that regulating AI will spawn the antichrist, and if we mention the “War on Christmas” we’ll make more money. We’re undecided about whether any of this applies to tolerating the pope.

21. Some cultures have produced vital advances; others remain dysfunctional and regressive. All cultures are now equal. Criticism and value judgments are forbidden. Yet this new dogma glosses over the fact that certain cultures and indeed subcultures . . . have produced wonders. Others have proven middling, and worse, regressive and harmful.

Translation: Which cultures? Oh, you know the ones.

22. We must resist the shallow temptation of a vacant and hollow pluralism. We, in America and more broadly the West, have for the past half century resisted defining national cultures in the name of inclusivity. But inclusion into what?

Translation: Are you still with us after 21 points? Great. Welcome to the great mystery. It cost you way less to get here than joining Scientology. Here’s the final thesis: Immigration? Bad. Canceling billionaires? Bad. Giving us money to fight (((globalism)))? Good. Just hit us up on cashapp.

Five questions for the guys who made a compass that points to the Times Square Olive Garden

2026-04-02T14:24:29-04:00

Here’s a question almost nobody is asking: how do you get to the Times Square Olive Garden? Well, these beautiful weirdos are answering it — the team that made the Times Square Olive Garden compass. If that’s not clear enough, let me explain. They’re making a compass that points you exclusively in the direction of the Times Square Olive Garden.

I thought this must have been an April Fools’ joke when it came across my TikTok feed. Then I talked to the creators — Jason Goldberg and Steve Nasopoulos, who worked in collab with Glub Glub Labs — and learned it’s, at least, not that kind of joke.

Disclaimer: I can’t say you should buy this, use it, or ever go to Times Square. If you do, be prepared to to dodge sketchy Elmos and naked cowboys.

Okay, obviously, why? And why now? And why not a compass pointing to the, say, Times Square Margaritaville?

Why? Because we were tired of guessing which way to the Times Square Olive Garden. Sure we could have looked at our phones, but in a world where we’re all glued to them, creating a more analogue experience seemed appealing.

We chose Olive Garden because they offer lasagna as a side. Let’s see the M&M store do that!

Our readers love specs. Tell me how it works. What kind of tech are you packing in here to make a compass point to the Olive Garden in Times Square in Manhattan?

For this question we tapped in the great people over at Glub Glub Labs who did all the hard tech bits: We’re using an Arduino Nano microcontroller to manage the inputs and outputs for the compass. The Nano is connected to a GPS unit (SAM-M10Q) which is typically used for drone flight navigation, a gyro sensor to track rotation once the unit locks into a north reference, a stepper motor to turn the dial, and is powered by two batteries that we salvaged from some disposable vapes.

Since the Olive Garden in Time Square does not move (as far as we’re aware) this can all work offline, using hard coded coordinates, the user’s GPS coordinates, and some on-board trigonometry.

We care a lot about terms of service at The Verge. Your terms of service are very funny and very specific (eg. “don’t walk off a cliff or into the ocean”). How’d you come up with them?

We’ve honestly never created terms and conditions before, so we were mostly just imagining scenarios we might want to not be liable for (we left out walking into an active volcano, for now).

Limited supply. Waiting list. How many of these things do you plan on making? Can you tell me anything about the price and release date?

We’re still exploring exact production numbers. But the response so far has been really strong, with over 2,000 people on the waitlist. Way more than we expected. Since we want to keep these high quality, we’ll still likely keep it very small batch, like fifty at a time. That is unless Olive Garden contacts us and wants to take this global…

Release date soon! Join the waitlist to be the first to know.

Is there anything I’m missing about a compass that points you to the Times Square Olive Garden? Here’s your chance to tell me.

We plan to IPO in 2038 with a market cap of fifteen billion.

Apple at 50: a visual history

2026-03-31T08:19:23-04:00

Steve Jobs with room full of computers, 1984. | Image: Michael L Abramson / Getty Images

This is part of our package about Apple’s 50th anniversary, read more here.

It’s difficult to picture a world without Apple. The company’s influence at the heart of technology and culture is so profound that even the era before the iPhone can now seem like a distant memory — and Apple existed more than 30 years before the iPhone.

So, on Apple’s 50th anniversary, here’s a trip down memory lane. Back when Steve Jobs was wearing a bow tie. Back in 1984, when, on behalf of the Macintosh revolution, a woman defiantly threw a sledgehammer at the face of IBM. Back when iMacs were beautiful giants with tinted plastic cases. Even back when, not so long ago, people were eagerly lining up outside of stores to be the first to get their hands on Apple’s latest and greatest devices.

Apple’s journey from rebel startup to global domination has been as colorful as its gadgets. Let’s take a closer look.

Advertisement for the Apple II released in 1977. | Image: macmothership.com" data-portal-copyright="Image: macmothership.com" />

A vintage 1970s Apple II 8-bit home computer with the signature of Apple designer Steve Wozniak on the main unit, taken on May 21st, 2009. | Image: Mark Madeo / Future via Getty Images" data-portal-copyright="Image: Mark Madeo / Future via Getty Images" /> Students at an elementary school using an Apple computer, circa 1985.

| Image: Vannucci Foto-Services / FPG / Archive Photos / Hulton Archive / Getty Images" data-portal-copyright="Image: Vannucci Foto-Services / FPG / Archive Photos / Hulton Archive / Getty Images" /> Apple Computer cofounder Steve Wozniak holding his Apple Macintosh PowerBook computer as he jubilantly leads a line of a dozen sixth and seventh graders carrying computers that he bought for them during his after-school computer class on October 22nd, 1993. | Image: Acey Harper / Getty Images" data-portal-copyright="Image: Acey Harper / Getty Images" />

American NASA astronaut Terence T. Henricks sits at the adjustable workstation mounted on the Spacelab Deutsche 2 (SL-D2) science module, conducting a Crew Telesupport Experiment (CTE), with an STS-55 crew portrait on the screen of the Macintosh laptop in front of him. | Image: Space Frontiers / Archive Photos / Hulton Archive / Getty Images" data-portal-copyright="Image: Space Frontiers / Archive Photos / Hulton Archive / Getty Images" /> Children use Apple computers in their classroom on June 1st, 1994, in San Francisco. | Image: James D. Wilson / Liaison" data-portal-copyright="Image: James D. Wilson / Liaison " /> Billboards for Apple computers and the movie Forces of Nature are seen on Sunset Boulevard in Hollywood on February 10th, 1999. | Image: David Butow / Corbis via Getty Images" data-portal-copyright="Image: David Butow / Corbis via Getty Images" />

A poster featuring iMacs.

| Image: Liz Hafalia / The San Francisco Chronicle via Getty Images" data-portal-copyright="Image: Liz Hafalia / The San Francisco Chronicle via Getty Images" /> Apple CEO Steve Jobs announces the new Mac OS X at the Macworld Conference in San Francisco in 2000. | Image: MediaNews Group via Getty Images" data-portal-copyright="Image: MediaNews Group via Getty Images" /> Customers arriving to the Grand Opening of the Apple Store at Fashion Island in Newport Beach were greeted by cheers and high-fives by Apple employees on November 11th, 2001.

| Image: Bob Riha, Jr. / Getty Images" data-portal-copyright="Image: Bob Riha, Jr. / Getty Images" />

A model displays the new Apple iPod product at the Apple iPod Mini press launch on July 16th, 2004, in London. | Image: Steve Finn / Getty Images" data-portal-copyright="Image: Steve Finn / Getty Images" /> About a dozen Apple resellers and supporters protest outside Apple’s headquarters as shareholders arrive to attend the annual meeting.

| Image: Kim Kulish / Corbis via Getty Images" data-portal-copyright="Image: Kim Kulish / Corbis via Getty Images" /> A young boy showed his enthusiasm for Apple computers by shaving the Apple logo into his hair for the grand opening of Apple’s new flagship store on Fifth Avenue and 59th Street in New York City on May 19th, 2006. | Image: James Leynse / Corbis via Getty Images" data-portal-copyright="Image: James Leynse / Corbis via Getty Images" />An Atech Flash Technology iPod player dock and toilet tissue dispenser is seen on display at the Macworld Conference and Expo, January 13th, 2006, in San Francisco. iPod accessories were popular at Macworld. Apple Computer sold reportedly 14 million iPods during the 2005 holiday sales quarter.

| Image: Justin Sullivan / Getty Images" data-portal-copyright="Image: Justin Sullivan / Getty Images" />A person rides his skateboard past posters advertising Apple's iPod on May 3, 2006 in San Francisco, California. | Image: Justin Sullivan/Getty Images" data-portal-copyright="Image: Justin Sullivan/Getty Images" />

Jake and his brother Jared, 12, watch an Apple iPhone advertisement as their mother Diane and brother Chandler, 6, bake cookies at their home in Lindon, Utah, Thursday, June 28th, 2007. | Image: George Frey / Bloomberg via Getty Images" data-portal-copyright="Image: George Frey / Bloomberg via Getty Images" /> An advertisement for the Apple iPhone is seen in the Apple Soho store June 27th, 2007, in New York City. | Image: Mario Tama / Getty Images" data-portal-copyright="Image: Mario Tama / Getty Images" /> Graham Gilbert, 22, a student from Manchester, waits under an umbrella in first place in the queue for a new iPhone outside the Apple Store on Regent Street, central London, on Thursday, November 8th, 2007. Fans desperate to get their hands on new iPhones started queuing more than 24 hours before the iPhone went on sale. | Image: Andrew Parsons / PA Wire / PA Photo via Associated Press" data-portal-copyright="Image: Andrew Parsons / PA Wire / PA Photo via Associated Press" />

Members of the media photographing and interviewing people outside Apple’s flagship store prior to the first iPhone going on sale, on 5th Avenue in New York on June 29, 2007. | Image: Walter Leporati/Getty Images" data-portal-copyright="Image: Walter Leporati/Getty Images" /> Ayano Tominaga, center, of Tokyo, waits in line at the outside the Apple Store on Fifth Avenue to buy an iPad 2, Friday, March 11th, 2011. Tominaga arrived that Thursday from Tokyo just to buy an iPad 2. | Image: Mary Altaffer / AP Photo" data-portal-copyright="Image: Mary Altaffer / AP Photo" /> Store employees cheer and greet customers at Apple Inc.’s new flagship store in Shanghai, China, on 10 July, 2010. Apple is one of the few multinationals that truly dominates its market in China with a command of premium profits, as its products are flying off the shelf and it is quickly expanding its Apple Store network across the country. | Image: Qilai Shen/In Pictures Ltd./Corbis via Getty Images" data-portal-copyright="Image: Qilai Shen/In Pictures Ltd./Corbis via Getty Images" />Apple CEO Steve Jobs holds up an Apple iPhone at the Macworld Conference on January 9th, 2007, in San Francisco. On Sunday, July 16th, 2023, a first-generation iPhone sold at auction for $190,373, almost 380 times its original price of $499 when the device went for sale in 2007.

| Image: Paul Sakuma, File / AP Photo" data-portal-copyright="Image: Paul Sakuma, File / AP Photo" />A memorial shrine for Steve Jobs grows as hundreds of mourners pay their respects at Apple headquarters in Cupertino, California, on Thursday, October 6th, 2011. | Image: Paul Chinn / The San Francisco Chronicle via Getty Images" data-portal-copyright="Image: Paul Chinn / The San Francisco Chronicle via Getty Images" />

Graffiti on an iPhone advertisement in a Brooklyn subway station reflects a growing sense of economic disparity in New York City on December 11th, 2013. | Image: Andrew Lichtenstein / Corbis via Getty Images" data-portal-copyright="Image: Andrew Lichtenstein / Corbis via Getty Images" /> Guests prepare for the start of an Apple event on Tuesday, September 9th, 2014, in Cupertino, California. | Image: AP Photo / Marcio Jose Sanchez" data-portal-copyright="Image: AP Photo / Marcio Jose Sanchez" /> People wait in a queue to test out the new Apple Watch at a store in Hong Kong on April 10th, 2015. | Image: Dale DE LA REY / AFP via Getty Images" data-portal-copyright="Image: Dale DE LA REY / AFP via Getty Images" />

Apple CEO Tim Cook (right) and Apple chief design officer Jonathan Ive (left) look at the new Apple iPhone X during an Apple special event on September 12th, 2017, in Cupertino, California. Apple held its first special event at the new Apple Park campus where it announced the new iPhone 8, iPhone X, and the Apple Watch Series 3. | Image: Justin Sullivan / Getty Images" data-portal-copyright="Image: Justin Sullivan / Getty Images" /> Attendees gather for a product launch event at Apple’s Steve Jobs Theater on September 12th, 2018, in Cupertino, California. | Image: Noah Berger / AFP via Getty Images" data-portal-copyright="Image: Noah Berger / AFP via Getty Images" /> Apple retail employees applaud as they welcome customers during the opening of the first Apple flagship store in Mumbai, India, on Tuesday, April 18th, 2023. | Image: Rafiq Maqbool / AP Photo" data-portal-copyright="Image: Rafiq Maqbool / AP Photo" />

The opening of the Fifth Avenue Apple Store in New York City as Apple begins its sale of the Vision Pro headset — the company’s first new product in seven years — on February 2nd, 2024. | Image: Michael M. Santiago / Getty Images" data-portal-copyright="Image: Michael M. Santiago / Getty Images" /> Mohamed Jawad enters a Palo Alto, California, Apple Store to purchase a Vision Pro headset on the first day of sales on Friday, February 2nd, 2024. Jawad, who described himself as an “Appleholic,” traveled from Dubai to buy the device. | Image: Noah Berger/AP Photo" data-portal-copyright="Image: Noah Berger/AP Photo" /> Protesters hold up signs outside of the Fifth Avenue Apple Store on new products launch day on September 20th, 2024, in New York City. Apple CEO Tim Cook was in attendance at the opening of the Fifth Avenue Apple Store for the release of the new iPhone 16 lineup, Apple Watch Series 10, the new black titanium Apple Watch Ultra 2, AirPods 4, and new colors for the AirPods Max. | Image: Michael M. Santiago / Getty Images" data-portal-copyright="Image: Michael M. Santiago / Getty Images" />A worker dusts an Apple sign during an Apple event in New York on March 4th, 2026. Apple unveiled a slate of new products, including the $599 MacBook Neo — its first true low-end laptop — and the iPhone 17e.

| Image: Adam Gray / Bloomberg via Getty Images" data-portal-copyright="Image: Adam Gray / Bloomberg via Getty Images" />

Games should let us choose our own stakes

2023-05-20T11:12:34-04:00

After more than 2,000 hours in Dota 2, I’ve finally been sent to gamer jail for the first time. It’s worse than I ever imagined, which makes it an extremely effective deterrent in a competitive game where teamwork is essential. But now that I’ve been punished, I see that there’s a better way to administer multiplayer justice.

I had been proud of my perfect player conduct score since Valve introduced the rating system in 2019. (By the way, that’s a score of 10,000, and it comes with a reassuring green smiley face when you’re doing well.) The score is a loose measure of whether you’re an upstanding member of the player community. If you’re reported a lot by your teammates or abandon games before they’re finished, your score goes down. I think those are the right metrics to track, even though people routinely abuse the reporting feature for petty reasons.

So here’s why I’m in the Dota 2 cone of shame: I’ve “abandoned” several games over the past couple of weeks due to having a life. For various reasons, I’ve had more urgent phone calls to attend to than usual and other things that have demanded my attention in a way I can’t ignore. To be clear: I think it sucks when people leave team games prematurely and, in Dota, that includes going AFK for just a few minutes at a time. Even if you return to your keyboard and resume play, the jig is up: you’ll be officially assessed with game abandonment. I’m not proud of abandoning my teammates, even if we still ended up winning several of those games when I returned.

I’ve now been placed into what’s called the “low priority matchmaking pool,” which is a very lonely place. It’s difficult to find a match; in my experience, it can take up to 20 minutes to find enough players to queue up with. And the really punishing measure is that you’re required to earn several victories to escape this matchmaking pool; losing a game doesn’t get you any closer to freedom. Because each match can last anywhere from 20 minutes to over an hour, it could take many hours to get out of purgatory. As of the time of writing this, I’ve got one victory left, after trying to get out of this for about five hours.

Some players are punished more than others for reasons outside of their control

The way this system is set up means that some players will be punished more than others for reasons outside of their control, whether it’s because of their own skill level, their ability to complete a match with life happening in the background, or because they’re required to complete matches with people who are more likely to be horrible trolls.

I am a huge supporter of moderation in social games, and I’ve put heat on Valve in the past for making people pay to avoid toxic members of the community. I’m usually on the side of more moderation in games. But my recent experience has made me realize that a lot of team games are not built to recognize a particular segment of their audience: people who love the game but just can’t commit to its demands. This group spans all ages: kids who are being called down to dinner; parents who have to suddenly attend to their children; and anybody else who is faced with an urgent need in real life that is more important than playing a video game.

Let me reiterate something: I deserve to be in Dota 2’s punishment pool because I did abandon those games and left my teammates hanging. And that’s true even if there were legitimate reasons for me to step away from the keyboard. But that makes me think multiplayer games that require moderation should create space for people who want to intentionally lower the stakes.

I thought Dota 2’s “turbo” mode, which is an unranked mode played at a faster pace (kind of like listening to a podcast at 2x speed), was that solution. But I’ve found that people take it just as seriously as other modes. Players in turbo still often get angry at teammates for not demonstrating expert skill. And the system seems to punish people for leaving turbo games the same as in other more serious modes of play. While I’ve played in turbo mode exclusively for some time because it accommodates my lifestyle better, it hasn’t really lowered the stakes of the game.

So here’s my request. Multiplayer games that require moderation and punishment pools should consider a bailout. There ought to be a mode of play where everyone who participates agrees that it’s okay to leave early if you need to. Maybe you’ll want to play this mode because everyone understands that you’re learning the game or trying out new things. Or maybe you know that, despite loving the game, there are real demands on your attention and you might be pulled away. Whatever the reason, it would be nice for games to create space for people who all agree that — like on Whose Line Is It Anyway? — everything is made up and the points don’t matter.

Join us this Thursday in NYC for a Verge fan screening of BlackBerry!

2023-05-01T09:59:54-04:00

Calling all BBM fans: we’re inviting you to join us in NYC this Thursday, May 4th, for an exclusive Verge screening of BlackBerry, starring Jay Baruchel, Glenn Howerton, and Matt Johnson. The screening will take place at the IFC Center at 6PM, located at 323 Sixth Avenue. Following the screening, Nilay Patel and Alex Cranz of The Vergecast will hold a Q&A with director Matt Johnson.

Update: Thanks to all of the Verge readers who will be joining us on Thursday. We’re excited to see you! All seats for this event are now reserved and no additional tickets are available at this time.

Attendance is free for Verge readers 18 and older, and we’re taking individual reservations on a first-come, first-served basis. (Sorry: because seating is limited, we’re not taking plus-ones.) If you’d like to join us for the movie, send an email to events@theverge.com with your first and last name. If we’ve got room, you’ll get a response confirming your reservation with additional details.

And if you don’t nab a seat, no worries: you’ll be able to see BlackBerry when it hits theaters on May 12th. Hope to see you soon!

The Verge is partnering with the Computer History Museum to explore the past and future of tech

2023-01-19T15:12:46-05:00

Apple Lisa 1 Computer, 102747605. Image copyright: Computer History Museum. | Photo illustration by Kristen Radtke / The Verge" data-has-syndication-rights="1" src="https://platform.theverge.com/wp-content/uploads/sites/2/chorus/uploads/chorus_asset/file/24367036/Lisa_40.jpg?quality=90&strip=all&crop=0,0,100,100" />

We’re excited to announce that The Verge is partnering with the Computer History Museum this year to explore some of the most important innovations that changed the future of technology and our relationship with it. Located in Mountain View, California, CHM does extensive work in preserving, explaining, and making the history of technology accessible to current and future generations. Its mission is to “decode technology — its computing past, digital present, and future impact on humanity” — a charge that resonates with The Verge’s own editorial mission.

As part of our partnership, we’ll first be taking a closer look at Apple’s Lisa computer, whose innovative UX changed the way people relate to computers. Today, as part of its Art of Code program, the Computer History Museum publicly released the source code of the Lisa. And on January 31st at 7PM PT, CHM is holding a live in-person and virtual event to commemorate the 40th anniversary of the Lisa. The event will include insider stories of the Lisa’s development, expert commentary on lessons learned from the Lisa, a demonstration of a working computer, and more.

Later this year, we’ll work with CHM to explore the past and future of networking and the internet on the occasion of the 50th anniversary of ethernet and the revolutionary Xerox Alto computer. (Loyal readers know just how much we love talking about internet freedom and all of the switches and ports that enable it.) The Verge will explore the fruits and perils of connectivity, from consumer hardware to internet regulation, in an upcoming special issue.

For more information about the Computer History Museum and to learn more about its current and upcoming work, check out its website.

Elon Musk’s giant payday on trial: everything he said in court

2022-12-22T08:42:59-05:00

Jason Allen Lee for The Verge

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These days Elon Musk is always on trial in the court of public opinion, but occasionally he’s also on trial in actual court. On Wednesday, November 16th, Musk testified in the Delaware Court of Chancery in the legal trial over his $56 billion pay package from Tesla. You might recall that this is the same court (and judge) Musk would have appeared before if he had not completed his takeover of Twitter, so it was kind of like a peek into an alternate simulation. Even Musk seemed to think so:

“Are we in the Tesla trial or the Twitter trial?,” Elon Musk asked in cross-examination. “I’m slightly confused.”

Court is always interesting when Elon Musk is involved — even when the subject matter is relatively boring stuff like executive compensation packages. As CEO of so many different organizations and as a man with lots of hobbies, Musk has created a ton of surface area to scrutinize. That’s one of the reasons attorneys were able to wander the wild wilderness of his behavior at Tesla, Twitter, and elsewhere during examination. And Musk’s Tesla compensation has only gotten more relevant since his testimony, as Tesla shareholders and lawmakers are asking whether the big boss has left the building to meddle full-time in Twitter’s business.

Elon Musk took over @Twitter, but he's still the CEO of @Tesla. That raises legal concerns — is he creating conflicts of interest? Is he misappropriating company resources? Tesla is not Musk’s private plaything. I’ve got many questions for the Tesla Board. https://t.co/B028T1Yive
— Elizabeth Warren (@SenWarren) December 19, 2022

The big headline from his court appearance? Musk revealed that he doesn’t want to be the CEO of Twitter or any other company. (It only took about a month for millions of voters on Twitter to agree that he should step down.) But if you want to dig in and see all of the spicy exchanges from the trial, keep reading. What follows is the full transcript of Musk’s testimony, plus a few of our own annotations and embeds.

Direct examination

Musk Defense Attorney Evan Chesler: Good morning, Mr. Musk.

Elon Musk: Good morning.

Q. There is a binder in front of you with some documents that I may ask you some — I will ask you some questions about. Would you turn to the document labeled JX 48, please.

A. Yes.

Q. You see this is entitled “The Secret Tesla Motors Master Plan (just between you and me).” It is dated August 2, 2006. Have you seen this document before, sir?

A. Yes.

Q. Who created this document?

A. I wrote it.

Q. I’d like you to look at the second paragraph on the first page, please. It begins “As you know, the initial product….” Do you have that paragraph?

A. Yes.

Q. Toward the end of that paragraph, it says, “This is because the overarching purpose of Tesla Motors (and the reason I am funding the company) is to help expedite the move from a mine-and-burn hydrocarbon economy towards a solar electric economy, which I believe to be the primary, but not exclusive, sustainable solution.”

A. Yes.

Q. Was that your vision for the Tesla Corporation at or about the time you created this document?

A. Yes, it was actually something that I had planned to do for a long time, as we articulated in this document.

Q. Has it remained your vision for the company in the years since this document?

A. Yes. We have executed the elements of this master plan, and then I wrote a part two, which we’ve also done, and I will soon be publishing part three.

Elon’s “secret Tesla master plans” have always had an “underpants gnomes” quality to them. Step 1: build sports car. Step 2: use money to build affordable car. Step 3: profit!

Q. Looking back to the period 2006, did you have a sense then or a view of the likelihood that you would succeed in accomplishing that vision?

A. I thought it was extremely unlikely.

Q. Why is that?

A. There had been no successful car company since Chrysler in the ‘20s, domestically.

Q. Would you look at the document that is marked JX 408, please. You see that this appears to be a transcript of a shareholder/analyst call from June 6, 2017?

A. Yes.

Q. Do you have that, sir?

A. I do.

Q. I’d like you to turn to page 0013. Those are the pages that are stamped at the bottom of the page, dark numbers. So it should say “JX 0408.0013.”

A. Yes. Sorry.

Q. You see that there is — towards the middle of the page, there’s a pretty long answer that you are giving that runs on for several pages, but if you look toward the middle of the page, about five or six paragraphs down, there’s a little paragraph that says, “So — but The Boring Company is maybe 2% of my time. Neuralink is 3% to 5% of my time. OpenAI is going to a couple of percent. And then 90% plus is divided between SpaceX and Tesla.”

And a paragraph or two below that, last sentence, the last sentence is, you say, “But I just want to emphasize very clearly, 90% plus of my time is divided between SpaceX and Tesla, and the remaining less than 10% is everything else.” Was that an accurate description of how you were allocating your time back at the time of this earnings call in June of 2017?

A. Yes.

“At times of crisis, the time allocation will change to where the crisis is.”

Tesla investors are getting increasingly prickly over Musk’s split of time in his newly-expanded empire. It probably doesn’t help that Musk is on the record here admitting that his allocation of time at his companies changes “to where the crisis is” considering Twitter has been in crisis since day one of his takeover. Even one of Tesla’s biggest investors said recently that “Elon abandoned Tesla and Tesla has no working CEO.”

Q. How, if at all, has that allocation of your time changed in the period, say, between the time of this call and 2021?

A. Well, later in 2017, when things got very difficult for Tesla, my time was almost 100 percent Tesla. So at times of crisis, the time allocation will change to where the crisis is. And Tesla was overwhelmingly the crisis for the years from late 2017 to at least 2020. Yeah.

Q. Thank you. You’ve been the CEO of Tesla for how long, sir?

A. Well, officially, I suppose, since mid-2008. Effectively, I’ve been in charge of the company from the Series A round of April 2004.

Q. Prior to 2009, were you compensated for being the CEO of the company?

A. No. I don’t think so, no.

Q. Okay. Do you recall that in 2009, an option plan was put in place for your compensation?

A. Yes.

Q. And just in general terms, do you recall on what basis you would be awarded options under the 2009 plan?

A. That was, I think, half time-based vesting and half of milestone-based vesting, contingent on the Model S success.

Q. So half of the options under that plan you got for remaining at the company for some period of time?

A. Yes.

Q. And the other half for achieving some volume of production for, what did you say, the Model S?

A. Yes.

Q. What was the Model S?

A. The Model S was a four-door sedan, still pretty expensive, but much more functional and a lower cost than the Roadster sports car.

Q. Do you recall that the total amount of that grant in terms of equity in the company was about 8 percent?

A. Yes.

Q. So if you stayed in the company for several years and achieved a particular level of production for one of the car models, you’d be granted options to purchase 8 percent of the company?

A. Yes.

Q. Was there any litigation over that plan, do you recall? Were you or the board sued over granting you that option plan?

A. No.

Q. After the 2009 plan, do you recall that another plan of option grants went into effect for your compensation?

A. Yes.

Q. Was that in 2012?

A. Yes.

Q. Just in general terms, on what basis were you to be compensated with options under the 2012 plan?

A. The 2012 plan was a series of milestones that were market capitalization and production-based. So that required simultaneously achieving multiples of the market cap and high volume of production, primarily, except for one of the milestones, which was based on achieving a 30 percent gross margin. All of the milestones were achieved except for the 30 percent gross margin. We, I think, got to 28 percent.

Q. Do you recall what the market cap increments were under the 2012 plan for each of the tranches?

A. They were $4 billion market — I believe $4 billion increments.

Q. And there were ten of those; is that correct?

A. Yes.

Q. And do you recall what percentage of the equity of the company you would be granted options to acquire for each of the tranches?

A. I believe it was about 10 percent.

Q. 10 percent in total, if you achieved them all?

A. I believe so.

Q. So would that have been a half a point, half a percent, for each of the ten?

A. Yes.

Q. Okay. So then if you achieved all the tranches, that would result in, what, a $40 billion increase in market cap for the entire plan?

A. That’s correct. I think we were around $3 billion in market cap, so it would have required — I think the first milestone was I think around 8 billion. So it would have required more than a doubling of the company’s value to achieve the first milestone.

Q. And then for each — 4 billion each for all the milestones to get to about 40; correct?

A. That is correct.

Q. So you’d get about 5 percent of the equity of the company for $40 billion of market cap appreciation under that plan; is that the way it worked?

A. I think it might have been more than that, but yeah.

Q. “More than that” meaning?

A. A higher percentage.

Q. Higher percentage. Do you recall if there was any —

A. Sorry. Go ahead.

Q. Do you recall if there was any litigation, anybody sue you or the board, over granting you those ten increments of a half point each for $40 billion in market appreciation?

A. No.

Q. Now, by the time we get to 2017, do you recall approximately what the market cap of Tesla was?

A. I believe it was around 40 — just over $40 billion.

Q. What was the situation at the company? What was going on at Tesla in 2017?

A. 2017, we were preparing to start production of the Model 3, which would be our first high-volume, affordable car, essentially step three in the initial master plan. And it was a very — we were in a very tough situation, I’d say. So in order to fulfill the goal of making sustainable transport, electric vehicles, affordable, we had to achieve high-volume production. But this is an extraordinarily difficult thing. So we were in quite a tough position. We were losing a lot of money, I believe.

Q. Did you say you were losing a lot of money at that point?

A. Yes.

It’s true: Tesla burned $2 billion in 2017 and was dogged by negative quality reports and other bad press.

Q. Had any company ever achieved volume production at that scale of an electric vehicle?

A. Well, no. No company had ever achieved volume production of an electric vehicle at any meaningful scale. Yeah.

Q. What was the view of the marketplace, the public markets, about your chances of pulling that off as of 2017?

A. Well, I think if you were to read the press or to look at the statements of Wall Street hedge funds, they universally thought it was impossible and that we would fail. We were the most shorted stock on the entire stock market. I think we were the most shorted stock in the history of the American stock market, ever, meaning they hoped we would fail and go bankrupt.

Q. Let me ask you to turn in your document book to JX 185, please. Just let me know when you’re there.

A. Yep.

Q. Do you see that 185 appears to be the transcript of a shareholder/analyst call from June 3rd, 2014, sir?

A. Yes.

Q. Okay. Let me ask you to turn to page .0011.

A. I’m there.

Q. You see in the middle of the page, toward the middle of the page, you’re asked a question by what’s described as an unknown shareholder. Your answer begins in about the middle of the page. And you say, “Well, nobody is CEO of a company forever. I mean, eventually, they carry you out. So in my case, I mean, it’s quite difficult, I’d say, being the CEO of 2 companies, it was never my intention to be CEO,” and you go on from there.

“Nobody is CEO of a company forever.”

Then there’s a subsequent answer just down below that, after an intervening question by the unknown shareholder, and it says — your answer says, “I think I was — yes, certainly be CEO for like, say, 4 or 5 years and then it’s sort of TBD after that. Yes, but that’s the commitment I made to people at Tesla and also to investors is that I’m going to make sure that we execute through the high-volume, affordable car at a minimum and then we’ll evaluate it at that point.” What was the high-volume, affordable car you were referring to in that answer, sir?

A. That was the Model 3.

Q. And was it, in fact, your view at the time you participated in this call in June of 2014 that whether you would remain as CEO of the company was to be determined once you were able to get the Model 3 into volume production?

A. Yes.

Q. Were the problems that you described with respect to the Model 3 solved during the course of 2017?

A. No. There — it took many years to solve the problems. I should perhaps elaborate that the — the Wall Street hedge funds were not — their estimates of Tesla’s bankruptcy probability were not far wrong. The probability of survival was extremely low. So I didn’t necessarily fault them for their assessment. They had good reason to think that we would not survive.

Q. So at that point — I want you to focus on the spring of 2017 — did you have a conversation at some point in that time frame with

Mr. Ehrenpreis?

A. Yes.

Q. And what was Mr. Ehrenpreis’s role at the company in the spring of 2017?

A. Well, I should say Mr. Ehrenpreis’s role through — at Tesla from the beginning has been one of great support and unflinching support for the company. We’ve had so many calls at midnight and 1:00 in the morning. So he’s been a great supporter of Tesla in so many ways. But I suspect what you’re referring to is his role as head of the compensation committee. But I would say that is simply a small part of his contribution to the company.

Q. In his capacity as a member of the compensation committee — actually, chair of the committee — do you recall, at least generally, your conversation with him sometime in the spring of 2017?

“I did not want to be CEO. I, frankly, don’t want to be CEO of any company.”

A. Yeah. So there — we were at somewhat of an inflection point here where a decision needed to be made as to whether I would continue to run the company or perhaps somebody else should run the company. Yeah. So I did not want to be CEO. I, frankly, don’t want to be CEO of any company. So Ira asked if it would be — if I would be amenable to considering a plan similar to the prior plan that would be very high risk but a high return. I said I would consider such a thing.

Q. Did you work out the details of the plan at that point when you were first speaking to him about it in the spring of 2017?

A. No.

Q. Did you dictate to him what the terms had to be at that point?

A. No.

Q. Did you attend any of the board meetings at which the possibility of the terms of a new compensation plan for you were considered or discussed?

A. No.

Q. Did you attend any of the meetings of the compensation committee at which that subject was being considered?

A. No.

Q. Did you attend any meetings of the working group of internal people and external advisors that worked on the plan?

A. No. I was entirely focused on the execution of the company.

Q. Did you have any role in recommending or selecting any advisors that the board or the comp committee selected to assist them in this connection?

A. No.

Q. Did you have any communications with the board’s advisors, with the comp consultants, the lawyers, did you talk to any of them about this?

A. I did not.

Q. Did you have any control over the work that the internal folks were doing to assist the board in trying to come up with a plan?

A. No. I did not have any understanding of the internal processes by which this compensation structure was obtained.

Q. Did you have any conversations with Todd Maron during the course of 2017 about whether the plan — the work on the plan should be temporarily halted from time to time?

A. I think I said to Mr. Maron that, you know, there — it’s not — it’s not the top priority because of emergencies at Tesla, of which there were many.

Q. Do you know if the shares you held in the company were counted toward the vote that the shareholders ultimately made on whether or not to approve the plan?

A. Sorry. Can you say that again.

Q. Yes. Were your shares in Tesla counted in voting in favor or against the plan?

A. Oh, no. My shares did not count in voting for the plan, nor were the shares of any affiliated party counted in the voting — in the shareholder vote.

Q. Now, just in terms — the terms of the plan are in the record here, so we don’t need to walk through each of the terms, but I just want to ask you about a couple of points about it. Do you recall — whereas in the 2012 plan, I think we’ve established, you would get options to purchase a half a percent of the company’s stock for each tranche, do you recall what percentage of the company’s stock you would receive options to purchase for each of the tranches in the 2018 plan?

A. I think it was roughly half a percent or something like that.

Q. You think it was half a percent for the 2018 plan as opposed to the 2012 plan?

A. Sorry. 2012 — I think — I think it was 12 tranches for normally 10 percent-ish, approximately.

Phew, tired yet? Buckle up: this transcript is over 20,000 words.

Q. Do you recall what the market capitalization increment was that you’d have to achieve for each of the tranches of the 2018 plan?

A. The market cap increment was $50 billion.

Q. And how did that compare to what the market cap was, approximately, when you were talking to Mr. Ehrenpreis about the possibility of a new plan? What was the market cap of Tesla, approximately, then?

A. It was approximately $40 billion. It varied during 2017, but approximately $40 billion. And — sorry. Yeah, sorry. I think — I think $50 billion increments. And the first — the vesting of the first point would be — require, I think, a $100 billion market cap, so more than double the current market cap of the company.

Q. Okay. And so you said you thought there might have been ten. Does it refresh your recollection if I suggest to you there were 12 tranches in the 2018 plan?

A. There were 12.

Q. Okay. So 12 tranches at $50 billion of market cap appreciation for each tranche would require an increase of how much market capitalization for you to achieve all of the goals in the plan?

A. I believe it would require a $600 billion market cap.

Q. Over and above whatever the company was worth at the time?

A. Correct.

Q. Now, do you recall that at some point, there was a discussion between you and one or more members of the board about whether your options would be granted on a total outstanding shares or fully diluted basis?

A. Yes.

Q. Do you recall what your preference was at the time?

A. My preference was that it be on a fully diluted basis.

Q. Why is that?

A. Well, over time, there would be incremental dilution of the company, and so a given percent would be diluted according to incremental shares that would vest on — essentially, on a fully diluted basis of all the shares vested and that there would be a large number of outstanding shares. So what would be normally perhaps on the order of 10 percent would be much less if on a fully diluted basis.

Q. What was the position of the board with respect to this issue in response to your position that you wanted fully diluted shares?

A. The board declined and said it should not be fully diluted. The — I mean, the two areas where the board — where there was significant — the board pushed significantly, which I conceded, were that I had asked for fully diluted; the board declined to do fully diluted; and the board also said that — that I think the shares could not be sold for a period of five years after the exercise of the options. I should say that the five-year holding period is perhaps the — that was my biggest concern, because it would mean that either I would need to run the company for another five years after the stock vested or I would need to find someone who would run the company well enough to not cause the valuation to subsequently decline significantly.

Q. And you agreed to both of those terms?

A. Yes. A lot can happen in five years.

Q. Indeed. Now, there’s been some testimony, some evidence here about the fact that there was a discussion back and forth in the latter part of 2017 about how many shares you would end up getting options for, how many millions of shares you’d get options to purchase. Do you recall any discussion on that subject as opposed to the total outstanding versus fully diluted question?

A. Yes. I believe in rough numbers, I was sort of aspiring to, I think, roughly 28 million shares; and the board proposed — or it ended up being 20 million, I think.

Q. And you accepted the 20 million as the number of shares?

A. Yes.

Q. Now, if it turns out that whether you got the shares initially, whether you got the options — excuse me — initially, on a fully diluted or a total outstanding share basis, it would still be about 20 million shares, was there any difference, from your perspective, going forward, that they be granted on a total outstanding basis rather than on a fully diluted basis?

A. Well, if the share — if the option count was adjusted according to dilution, it would have been a much bigger number over time due to subsequent dilution of — you know, basically issuance of additional shares, since the model of Tesla which I put in place was that all employees are granted stock in the company, no matter how junior they may be. So as the company grew, then we would necessarily dilute the company in order to ensure that everyone, even the most junior worker, would have stock in the company.

Q. What was your view back in 2018 when this plan was approved of the attainability or achievability of the milestones that were built into the plan?

A. I thought it was extremely unlikely that this would happen but not — not impossible, but unlikely. And there’s no question that the stock market agreed that it was unlikely because when this plan was announced, it’s not as though our stock suddenly jumped. In fact, there was sort of a belief that it was actually some diabolical plot to try to get the stock price to increase, that this was some sort of Jedi mind trick or something to get the — because of the absurdity with which they viewed such market cap aspirations. So they literally thought it was just — it was just a trick.

Q. I want to ask you, nevertheless, about one statement, at least, that you had made publicly several years before the plan went into effect. Would you look at JX 202 in your book, please.

A. Yes.

Q. Now, you see that this is a transcript of another earnings call. This one is February 12th, 2015. Do you have that one, sir?

A. Yes.

Q. Okay. I’d like you to turn to page .0006, please. And do you see toward the bottom of .0006, there’s a question from Brian Johnson, who’s identified as being an analyst from Barclays Capital? Do you see that?

A. Yes.

Q. And your answer begins at the bottom of 6 and goes over to the top of page 7. Do you see that, sir?

A. Yes.

Q. Okay. You say at the bottom of 6, “[I’m] just saying the back-of-the-envelope — if you make certain assumptions, and I emphasize these are just certain assumptions, I am not saying that they are true or that they will occur, but I’d bet that they do occur, personally, but just my personal opinion.” Then you go on and you say, “If you take this year’s revenue, around 6 billion or thereabouts, and if we are able to maintain a 30% growth rate for 10 years, add to your 10% profitability number, and have a 20 PE, our market cap would basically be the same as Apple’s is today. That’s going to require a bit of — on the order of $700 billion — obviously, getting that rolling requires some significant CapEx. But I am hopeful that we can do this without any significant dilution to the Company, maybe minor dilution but nothing serious.”

Did you say those words or in substance those words back at this transcript of the call in February of 2015?

A. Yes.

Q. Was that your personal opinion at the time, if you could accomplish this kind of a growth rate and that kind of a profitability rate and that kind of a price-to-earnings ratio, that you could get to the size that Apple was at the time?

Billionaires love to compare the size of their stacks! Tesla did, impressively, hit a milestone that Apple once crossed — hitting $1 trillion in value in 2021. Of course, since then, Apple hit the $3 trillion mark.

A. Yes. I mean, these are, obviously, assumptions that are incredibly difficult to achieve. I was really just stating this is how companies are valued in the stock market; that there’s a price earnings multiple. And, you know, so if — and I think it might have been Einstein who said this, but compound interest is the most powerful force in the universe. It could be one of those misattributions, but it kind of is. Compound interest is the most powerful force in the universe.

Q. Mr. Musk, back in 2018, would you have accepted a compensation plan that prevented you from being the CEO, running other companies?

A. No.

Q. In fact, when you became the CEO of Tesla many years before, were you already the CEO of any other companies?

A. Yes. I was running SpaceX. I should say the CEO role at SpaceX and also at Tesla, it’s less about the CEO but, rather, that I am the one driving the technology. So at SpaceX, it’s really that I am responsible for the engineering of the rockets; and at Tesla, for the technology, you know, in the car that makes it successful. So CEO is often viewed as somewhat of a business-focused role, but in reality, my role is much more that of an engineer developing technology and just making sure that we develop breakthrough technologies and that we have a team of incredible engineers who can achieve those goals. And it is my experience that great engineers will only work for a great engineer, and so I — that is what I — that is my first duty, not that of CEO.

Q. Would you have accepted a plan that effectively had a punch clock, where you had to punch in certain times and punch out certain times at Tesla in order to get the compensation?

“I just pretty much work all the time”

A. No. I mean, I just pretty much work all the time, so — with rare exceptions. So I don’t know what a punch clock would achieve.

Q. What was your relationship like with the board at Tesla back in this 2017 to ‘18 time period we’ve been talking about?

A. My relationship with the board?

Q. With the board, yes.

A. I think it was good.

Q. Did you control the activities of the board on a day-to-day basis?

A. No.

Q. Did you control their compensation as directors?

A. No.

Q. Did you have the power to control their election to or removal from the board of directors?

A. No.

Q. Did you suggest to any of them at any point in this process that if they didn’t support this compensation plan, that you’d do anything, any repercussions, any response, any intimidation of any kind?

A. No, not at all.

Q. Did you believe at the time that you controlled the shareholders of Tesla?

A. Absolutely not. The shareholders were sophisticated investors. They have made decisions according to what they believed would result in the best outcome for them as shareholders. We did have — we still do and did have then some of the most sophisticated investors in the world.

Q. There’s been some testimony here about Capital Group. Do you recall that they were a shareholder of Tesla at the time?

A. Yes.

Q. Did you ever call anybody at Capital Group before the vote on this plan was done to express any views about whether or not they’d vote in favor of the plan?

A. No.

Q. Do you know whether — what happened to Capital Group’s stake in the company after your compensation plan was approved?

A. I believe they increased their stake in the company.

Q. Back in the 2017-2018 time period, did the finance organization — withdrawn. Who was the CFO of the company at the time?

A. Sorry. When?

Q. Who was the chief financial officer back at the time this plan was being formulated, 2017-2018?

A. Deepak Ahuja.

Q. Did Mr. Ahuja and his organization prepare projections in that time period for future — looking forward to the future?

A. Yes.

Q. What was your view about the philosophy of — the nature of the projections that Mr. Ahuja and his group were preparing at that point and you were reviewing to go to the board?

A. Well, I think there were some optimistic projections, but I do think that one should generally have optimistic projections because it is rare that you exceed those projections, so — because, you know, there’s usually going to be — it’s rarely green lights to Malibu. So it’s like whatever your projections are, you will typically achieve some percentage of those projections because of unforeseen circumstances that — unforeseen negative circumstances.

So I would generally say that those projections would be success-oriented, meaning that a lot of things would have to go right, but in reality, not everything will go right and some things will go wrong. So it is good to have high aspirations for the projections because that’s the sort of, like, pretty much everything-goes-right projections. If you lower the projections, then you will still achieve some percentage of the lower projections. So it’s always a challenge to say, what is the right level of optimism to have in projections. I tend to bias towards the optimistic side.

Q. What is the impact, from your perspective, that Tesla has had up to this point on the goal that you articulated back in 2006 of moving from a carbon-based economy to a solar-based economy?

A. Or just a sustainable —

Q. A sustainable economy.

A. Well, I think Tesla’s had an immense effect on the world in not just that Tesla is making electric vehicles, but we have been really the main reason that the rest of the car industry has moved towards sustainable energy, towards electric vehicles. When we were doing electric vehicles, even as recently as maybe even three or four years ago, certainly five years ago, we were laughed at by the rest of the industry, and they had no plans to do electric vehicles.

So — but when the Model 3 was successful and really started taking a market share away from them, then they changed their plans to make electric vehicles. But one can simply read the press and see what their public statements were about electric vehicles. And they — they thought — they had no plans to do electric vehicles. They thought electric vehicles were a joke.

But then when the Model 3 started taking market share away from them, they really had no choice but to begin electric vehicle programs. So — and to their credit, they credit Tesla with the reason for that.

Cross examination

Plaintiffs’ lawyer, Attorney Greg Varallo: Mr. Musk, welcome back to Delaware. Nice to see you again. I hope your travels weren’t too difficult, and I appreciate your giving us this time today. I know you’re occupied in many different directions.

Elon Musk: Yes, I might be a little slower than otherwise since I flew in overnight on a red-eye, so…

Q. I appreciate it. You are the Technoking of Tesla; is that right, sir?

A. Among other things.

Q. And you came up with that title yourself; correct?

A. Yes.

Q. And, for the record, you were stone-cold sober when you came up with the record — with the title; right?

A. Yes.

It’s always nice to see lawyers have fun at work. Like when they get to ask one of the world’s wealthiest men under oath if he was “stone cold sober” when appointing himself “Technoking”, a real thing that Elon Musk did. Imagine writing that SEC filing!

Q. And Tesla filed an 8-K announcing that appointment because you wanted to follow the process required for a title change. Is that also true, sir?

A. Well, it was more of a title increment, but yes.

Q. And you didn’t consult with the board before giving yourself the new title; right?

A. No, I believe we did consult with the board.

Q. Well, you recall giving your deposition in this case, don’t you, sir?

A. Yes.

Q. Down in Austin, we had a lovely day together, you watched a SpaceX launch, it was a great day. Remember that?

A. Yes.

Q. And you swore to tell the truth in that deposition; is that right?

A. Yes. That doesn’t mean my memory is perfect, but yes.

Q. You did your very best to tell the truth; correct?

A. Correct.

Q. Let’s watch a clip from that deposition, if we can. Counsel, page 25, lines 13 through 16.

(A video clip was played as follows:)

Question: Did you consult with the board about the new title before — before filing it on 8-K? Answer: No, but it was communicated to the board. I think with Zach and Bill Berry, and yeah.

Q. Did I ask that question, did you give that answer at your deposition, sir?

A. I think that the — the point is the board was talked to before it was filed.

Q. My question, sir, was did you consult with the board before giving yourself the title?

A. Before formally giving myself the title, yes, of course.

Q. Okay. So you were just wrong in your deposition?

A. Correct, I was wrong.

Q. Got it. And I take it you did not submit any errata sheet to your deposition correcting it; is that true?

A. Yes.

Q. You’ve described the role of Technoking as sort of like a monarch and similar to the role of CEO, but more technologically oriented with more panache than the CTO role and as something that comes with great dance moves and sick beats. Is that true?

A. I mean, I think comedy is legal.

Musk loves to say stuff like “comedy is legal,” and then go on banning sprees against people who make parody accounts about him. Comedy was definitely not legal just days before this testimony.

Q. As Technoking of Tesla, you direct Tesla’s operational and strategic decisions; correct?

A. In consultation with others.

Q. Sorry?

A. You know, in consultation with others, yes.

Q. You recall, don’t you, being involved in litigation in this court relating to the Twitter matter?

A. Pardon?

Q. Do you recall being involved in litigation in this very court just recently pertaining to your takeover of Twitter, sir?

A. Yeah, I was not physically in the court.

Q. I understand you weren’t physically in the court, but you recall you were a party to a litigation involving your takeover of Twitter; correct?

A. It does ring a bell.

Q. And you’re aware, aren’t you, that this Court issued an opinion in which the Court expressed, “little doubt” that you have the power to direct operational decisions. You don’t contest that, do you, sir?

“I aspire to be less foolish over time.”

A. I mean, I aspire to be less foolish over time, so I, you know, would like to be corrected and not simply make decisions, because if I make decisions without consulting people, then the probability of that decision being wrong is higher and then the success of the company will be lower.

Q. You don’t contest, however, that you have the power to direct operational decisions at Tesla, do you?

A. That’s — that is the job of the CEO/Technoking.

Q. Indeed, in the Twitter litigation, your general counsel and others gave affidavits to the Court testifying that you occupy, and I’m quoting now, “a special position of trust,” and that no one on Tesla’s SI team can review emails in your Tesla email accounts without obtaining permission from you to do so unless that review is legally required. Is that a factually accurate statement, sir?

A. Yes, my email account is — and I think that of a few other senior executives — is in a higher security status because if that information in my email account was made public, it would be material information that could be used to manipulate the stock.

Q. And you also gave an affidavit about your email account where you swore under oath, “Due to my role at the companies, nobody associated with Tesla is authorized to access my Tesla email accounts without my consent, except to the extent legally required.” That was a truthful statement when you gave it, sir?

A. Yes.

Q. And you’re aware, aren’t you, that your lawyers in this case, this very case, submitted a pretrial brief to the Court describing you as — and I’m quoting from page 4 of the brief, “intimately involved in all aspects of Tesla’s operations, from its strategic direction to its product design.” You don’t dispute that description of you, do you, sir?

A. I mean, I work a lot on Tesla. It’s not as though I aspire to be involved in every part of the company, but I must be involved in those parts of the company that are most crucial to its success.

Q. Is it fair to say that you’re intimately involved in all aspects of Tesla’s operations, from its strategic direction to its product design?

A. I’m not sure I’d use the word “intimately.” That wouldn’t be my first choice of words. But I allocate my time according to what I believe is most critical to the company’s success.

Musk might not want to say he’s “intimately” involved in Tesla’s operations, but that could just because he has a different word for it: “nano-management.”

Q. I see. Did you read your brief before it was filed? Did you read the brief that was filed on your behalf in this court before it was filed?

A. I did.

Q. Tesla’s also disclosed publicly that it’s highly dependent on your services and that your departure would likely disrupt its operations, delay the development and introduction of vehicles and services and negatively impact its business, which could cause a stock price decline. Any reason to dispute those disclosures about you and your role, sir?

A. No.

Q. We heard about the master plan a few moments ago. You wrote that all by yourself; right?

A. Yes.

Q. And the master plan was designed to lay out a road map for at least a ten-year vision for the company.

Also true?

A. Approximately, yes.

Q. And a part of your reason for writing the master plan was because you wanted to make sure that people recognized you as the person behind and synonymous with Tesla; fair to say?

A. No, that is incorrect. The reason for the master plan was to articulate a long-term vision for the company. The — because people don’t know why the company is executing a particular correction, so the — I anticipated that there would be a significant criticism of the company because the first car was a sports car, and it was an expensive sports car. So the question is, why would you choose to do an expensive sports car? People would be like why — would I think that that is — it is not that we thought that there was a shortage of sports cars for rich people. That’s not the reason for making a sports car as the first car.

The reality is that any car that we made as our first car would be necessarily expensive because we — and this would be Version 1 of the technology, and it would be at low volume. So no matter what car was made, whether it was a compact sedan or a sports car, it would be very expensive. So the — so people are not prepared to pay a lot of money for a small, compact sedan, but they are prepared to pay a lot of money for a sports car.

🚨 Soliloquy alert 🚨

So I needed to explain that we weren’t making a sports car or an expensive car for the sake of making a sports car or an expensive car, but that it was the only possible path to success and ultimately making a high-volume, low-cost car, meaning we could not get from nothing — from nothing to immediately a high-volume, low-cost car, even though that was actually our objective. And we did receive — despite me publishing this master plan, we still received a great deal of criticism for making an expensive sports car. I was hoping to deflect some of that criticism, which was partially successful, mostly not successful, by explaining that the only way to achieve an affordable electric car was first to make an expensive car and then secondly to make a less-expensive car of medium volume, which was the Model S, and then third to then make a high-volume, affordable car, which was the Model 3.

So I would say my primary goal in writing that plan was to address — to anticipate and at least partly address criticism that we — that we were making an expensive car as though that is what we wanted to do, but, in fact, we did not want to do that. We wanted to make an affordable car, but the only way to achieve that goal was first to make an expensive car, then a medium-priced car, and then a lower-cost car.

There are three — there are two things for any given technology, new technology arena, there are two very important things that are needed to achieve a mass-market product. You have to iterate the technology, I think at least for three major version — three major versions, if not more, but at least three major versions, and you need to achieve economies of scale. If you were to look at something like, say, cell phones, initial cell phones were extremely expensive and really not very good. But with the continued iteration of the technology and then economies of scale making them in volume, ultimately, cell phones became affordable to almost everyone.

And I was trying to illustrate that this is the path of all new technologies, and electric vehicles are a fundamentally new technology, or lithium ion electric vehicles are a fundamentally new technology. That was — I would say that was the primary goal of the master plan. Then the sort of — so the second major goal of the master plan was to emphasize that this was really not because we felt that there was a car company needed, but that there was an electric car company needed, because at that time, there were no electric car startups, and the major car companies had — the few electric car programs that they did have, they had canceled.

And, in fact, this is really tragic, but General Motors had the electric vehicle 1, the EV1 program, and they actually refused to sell people the car. They just gave it as a lease. And as soon as California let them off the hook, they recalled all the cars and crushed them in sort of a car graveyard so that no one could use them again. So that was pretty crazy.

Judge Kathaleen McCormick: I’m going to interrupt, Mr. Musk, only because we can all listen to this all day because it’s very interesting, but I don’t think it was responsive to the question, which I’ve now forgotten. So I’m going to help Mr. Varallo out here.

Attorney Varallo: Thank you, Your Honor. I was going to ask the witness whether he remembered the question. Maybe I can just follow up with this, Mr. Musk. Is it your testimony today that part of your reason for writing and posting the master plan was not because you wanted to make sure that people recognized you as the person behind and synonymous with Tesla; are you denying that that’s one of the reasons behind your writing the master plan?

A. That had nothing to do with the master plan.

Q. Sorry?

A. No, I am saying that had nothing to do with me writing the master plan.

Q. All right.

A. The plan was to —

Q. Let me interrupt you, if I can, because I — I’m on the clock, and as much as I enjoy chatting with you, I suspect your plane is going to leave without you if we have many answers like that. Sir, you recall coming to this court and testifying in the SolarCity trial under oath?

A. Yes.

Speaking of Elon’s jet, you can track its location right here.

Q. So I’ll ask my colleague, the technologist, to see if he can pull up the SolarCity trial transcript, page 79, and specifically lines 14 through 19. Counsel, we’re going to put it on the screen, but I have a full set of the transcripts if you need them.

Attorney Chesler: Thank you.

Attorney Varallo: So this is a question that was asked to you in SolarCity when you were on the stand, Mr. Musk, and the question is “And in it” — and this is talking about the master plan — “you wanted to make sure that people thought that this was the person who was behind Tesla, this person who is synonymous with Tesla, and in doing so you called yourself the co-founder. Correct?” And you answered “Yes.”

Were you asked that question and did you give that answer in the SolarCity trial under oath on the stand, sir?

A. I feel as though this context is not — this is taken out of context, and it’s misleading.

Q. I’m happy to allow your counsel to ask you about context when he does redirect. You see it on the screen. Any reason to doubt that you gave that answer to that question, sir?

Don’t be fooled: Musk is famously obsessed with his self-image and the image of his companies. He also desperately wants you to think he is funny on Twitter.

A. I’m sure this is the transcript, but it is taken out of context and I think misleading to the Court.

Q. That’s all I need. Your counsel will be able to refresh the context, as appropriate. Now, you also wrote and published something called the master plan part deux; correct?

A. Yes.

Q. And that’s a very specific plan to produce specific kinds of technology improvements; true?

A. Yes.

Q. And you believe, don’t you, that the master plan is still guiding Tesla’s strategy; true?

A. Yes. We are —

Q. Thank you. That’s enough.

A. Okay.

Q. A lot of these are yes/no questions, and if you want to give further testimony, Mr. Chesler will be able to adduce it from you. You personally came up with the vision for Tesla; is that right, sir?

A. I mean, there’s — I mean, there was more than just me, but the — if you say like what — for the vision that Tesla has become or the vision articulated in the master plan, then I would be the principal person responsible for that vision, yes.

Q. So you were the person who came up with the vision; is that the answer?

A. I have long wanted to do electric vehicles from when I was in college. At Stanford, my graduate studies at Stanford would have been focused on energy storage technologies for electric vehicles. So my interest in electric vehicles goes back to when I was practically in high school.

Q. Maybe I could get you — you understand the words “yes” and “no” or “I don’t know,” right, you understand those three alternatives? Were you the person who came up with the vision for Tesla, yes or no?

A. I believe you are asking complex questions that are not — where “yes” or “no” is not possible, but “yes” is more accurate than “no.” But your question is a complex question that is commonly used to mislead people.

Q. Well, let’s just dispel any complexity from it. We’ll take a look at your deposition in this case. Page 34, lines 14 through 16, counsel. Let me try that again.

(A video clip was played as follows:)

Q: Who generated or who came up with the mission or vision of the company?

A: I did.

Q. You were asked that question, gave that answer at your deposition; is that right, sir?

A. Yes.

Q. True, isn’t it, that you typically make a recommendation for senior executive compensation to the compensation committee in the first instance, so you come up with the recommendation for the committee; is that true?

A. For senior executive compensation?

Q. Yes, sir.

A. Yes.

Q. And also true that last year, you proposed to the board that Tesla agree to take bitcoin as payment for cars and the board agreed to that proposal?

A. Yes.

Q. And the board action authorizing Tesla to accept bitcoin, the board took action authorizing Tesla to accept bitcoin for cars; right?

A. Yes.

Q. And that decision was publicly announced; true?

A. Yes.

Q. And then Tesla paused accepting bitcoin until gaining clarification about the use of renewable power for bitcoin mining; correct?

A. Yes.

Q. And you personally made the decision to pause bitcoin acceptance unilaterally, exercising your authority as Technoking; true?

A. I became concerned about the use of —

Tesla stopped accepting Bitcoin just 49 days after launching the option, blaming environmental harm. The company also revealed it had sold the majority of its Bitcoin as of Q2 2022.

Q. Sir, I don’t care why. Did you make the decision unilaterally?

A. In that case, yes.

Q. Thank you. And you had no discussion with the board about your unilateral decision to pause accepting bitcoin thereafter; true?

A. Correct.

Q. I want to switch topics for just a few moments and talk about tweeting. First, it’s true, isn’t it, that as of October 27 or so of this year, you became the chief twit of Twitter?

A. I mean, that is a humorous title, but yes.

Q. It’s a title you gave yourself; right?

A. As I said, I believe humor is legal.

Q. And for those of us more versed in more traditional business titles, “chief twit” encompasses the role of CEO or interim CEO; true?

A. Arguably so.

Q. Indeed, within hours of closing, you fired Twitter’s then-CEO, CFO, and general counsel; correct?

A. Yes.

Q. You also fired the board?

A. Well, the board was no longer necessary since it was a new company.

Q. Shifting gears just a moment. It’s true, isn’t it, that in connection with a settlement with the SEC, Tesla agreed to form a permanent board committee charged with overseeing implementation of the SEC settlement and controls governing Tesla’s management and public statements regarding Tesla; is that right?

A. Yes.

Q. And your understanding is that the board committee was formed to review the disclosure process, not your individual tweets; right?

A. Yes.

Q. And the committee doesn’t review tweets before you make them; true?

A. Correct.

Q. Ms. Denholm, who chairs the committee, at least at the time of your deposition, had never asked you to allow her to review a tweet that you were making before you made it; correct?

A. Correct.

Q. And the process you follow to comply with this SEC consent settlement is that if you decide a tweet might be one that is required to be reviewed under the settlement, you submit it to an in-house lawyer in advance of making it, wait for some period of time that you decide upon, and then tweet if the lawyer hasn’t given comments; right?

“Are we in the Tesla trial or the Twitter trial? I’m slightly confused.”

A. Yes. Are we in the Tesla trial or the Twitter trial? I’m slightly confused.

Q. We’re on cross-examination in an interesting case, Mr. Musk.

A. Okay.

Q. So when your lawyer wants to make an objection, he has the right to do it. Sadly, you don’t. But I suspect he will if he doesn’t like the question. At least at the time of your deposition in this case, you couldn’t recall Mr. Berry, who was the — or is the in-house lawyer reviewing your tweets, making any comment to any tweet that you submitted to him; right?

A. I don’t recall.

Musk has been at war with the SEC for years over his tweets, especially after the agency charged him with securities fraud and told him in 2018 that his Twitter account needed an in-house legal chaperone. He’s gotten really dramatic about the SEC’s investigations into Tesla over the past year, saying “they’re like having a gun to your child’s head.”

Q. I’m happy to refresh your recollection. Counsel, page 15, lines 23 through 25.

(A video clip was played as follows:)

Q: Has Mr. Berry made comments to you on those tweets as a result of his review of them?

A: Not that I can recall.

Q. Again, you were asked that question and gave that answer at your deposition; is that right, sir?

A. Yes.

Q. And you believe it’s probably correct that Tesla received letters from the SEC about two of your tweets after the consent decree was amended to make it more clear; correct?

A. Yes.

Q. At least, though, at the time of your deposition, you weren’t aware of any changes to the process that were made after Tesla received these letters; true?

A. Yes.

Q. Now, the settlement with the SEC that gave rise to this permanent committee also charged that committee with review — oversight of review and resolution of HR issues and conflict-of-interest issues; right?

A. Yes, I think so.

Q. You think so?

A. Yeah.

Q. At least at the time of your deposition, you weren’t aware the committee had that charge; right?

A. I don’t recall.

Q. I’m happy to show you the testimony. Counsel, this is page 17, lines 15 through 24.

(A video clip was played as follows:)

Q: Now, it’s also true, isn’t it, that the committee that was established, in your words, to review the process also was to review human resources issues and conflicts of interest regarding management?

A: Human resources issues?

Q: Yes.

A: As it pertains to me or to the rest of the company?

Q: I don’t know. Answer: I — unfortunately, I don’t — I am not aware of those.

Q. Again, you were asked those questions, you gave those answers at your deposition?

A. Yes.

Q. Changing topics. During the most recent Tesla earnings call, did you say that the board was considering a $5 to $10 billion buy-back of Tesla stock?

A. Yes.

Q. Did —

A. I’m not sure if that’s the exact number, but it was — the board is considering a buy-back.

Q. Did the board or anyone else authorize your saying so before you gave that statement?

A. No; but it was on an earnings call, and I believe I — you know, I should describe accurately what is going on to investors.

Q. Well, sir, you’re aware of something called nonpublic material information; right? You’ve heard that term?

A. Yes.

Q. And you addressed the earnings call and said the board was considering a $5 to $10 billion buy-back, hadn’t made a decision yet; true?

A. Yes, we had received —

Q. Thank you. And so let me just ask the follow-up question. You’re also testifying that no one cleared you to give that statement; correct?

A. I don’t believe it needed to be cleared.

Q. Thank you. Is it also true that during this October Q3 earnings call just recently, you said that you saw a path to Tesla becoming worth more than Apple and Saudi Aramco combined?

A. Yes.

Elon Musk has been hailed as a bold visionary, and the idea of Tesla becoming bigger than Apple and Saudi Aramco combined is indeed super bold. As of December, 2022, Tesla is only about $3.5 trillion short of that goal.

Q. Did you clear that statement with anyone before making it?

A. No.

Q. Earlier in — a couple of years ago, actually, in May of 2020, you tweeted that in your opinion, Tesla’s stock price was too high. Do you recall that?

A. Yes.

Q. Did you submit that and get comments on it before you put it out?

A. No. I said it was too high in my opinion.

Q. Yeah. And in November of ‘21, you issued a tweet taking a poll on whether your followers supported your proposal to sell 10 percent of your Tesla stock; right?

A. Yes.

Q. And did you submit that tweet to anyone before making it?

A. I discussed that with Tesla counsel before making that — putting that poll into place.

Q. Got it. July of this year, you issued a tweet disclosing that more Tesla commodity prices are trending down than up FWIW. Do you recall putting that out?

A. Yeah.

Q. Was that something you cleared in advance?

A. No. This is public knowledge.

Q. That’s fine. Thank you. It’s true, isn’t it, Mr. Musk, that, to put it politely, you hold a rather dim view of the Securities and Exchange Commission of the United States?

A. I have concern that they are not executing their duty in some cases.

Q. Indeed, you don’t respect the commission; is that right, sir?

“The SEC continues to haunt me despite shareholders being greatly rewarded.”

A. That is not correct. I — I — there’s — I mean, some of these things do require, I think, a little bit of elaboration, rather than yes or no. In general, I think the mission of the SEC is good. The question is whether that mission is being executed well and whether — and in some cases I think it is not. The SEC fails to investigate things that they should and places far too much attentions on things that are not relevant. The recent FTX thing, I think, is an example of that. Why was there no attention given to FTX? Investors lost billions, and yet the SEC continues to haunt me despite shareholders being greatly rewarded. This makes no sense.

Q. We saw in this trial, I guess it was yesterday, a clip of you giving a TED talk back in April of this year in which you described this commission as, quote, bastards, close quote. Do you recall saying that?

A. I recall saying that with regard to the San Francisco office of the SEC.

Q. Oh, I see. So your disdain is only for the San Francisco office, not the entire commission?

A. And I would say for some particular individuals at the San Francisco office, who I believe are not doing their duty.

Q. In fact, earlier this year, you recall calling the San Francisco office, quote, shameless puppets of Wall Street short seller sharks who did nothing to protect actual shareholders?

A. I believe that is an accurate statement.

The San Francisco office of the SEC were shameless puppets of Wall St shortseller sharks, while doing nothing to protect actual shareholders. That is why I lost all respect for them.
— Elon Musk (@elonmusk) April 25, 2022

Q. Anyone review your tweet attacking the San Francisco office of the SEC before you made it, sir?

A. I — no, I don’t think so.

Q. And am I correct that the consent decree that you entered into with the SEC provided that you would not “take any action or permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression that the complaint is without factual basis.” Do you recall that as one of the obligations in the consent decree?

A. The consent decree was made under duress, so I believe that —

Q. I — we can get to that. I just want to know whether you recall that as an obligation.

A. An agreement made under duress is not valid as a foundation of law.

Q. Okay. Can you tell me whether you know — are you trained as a lawyer?

A. I have some familiarity with the legal system.

Q. I suspected that might be the answer. You know, once upon a time, you could read the law and become a lawyer. Even in Delaware, it was not so long ago that you didn’t actually need a law degree. So maybe you’re on your way.

A. I mean, if you’re in enough lawsuits, you learn a — you pick up a few things along the way.

Q. There you go. Well, putting aside the lack of bar admission, anyway, perhaps legal training is there, but the bar admission isn’t, I just want to know whether you’re aware of this obligation. I don’t really want to hear about what you think about it. I just want to understand whether you’re aware of the obligation, yes or no.

A. Yes.

Q. But you have given interviews publicly in which you’ve contended the SEC was just plain wrong and that you actually did have funding secured, but you settled because the lenders put a gun to your head. Do you recall that?

A. That is correct. That’s the duress I was referring to.

Q. And it’s also true that you put out a tweet that SEC was an acronym, the middle word of which is “Elon’s.” Do you recall that?

A. I believe I said — I suggested having a naming contest for a three-letter acronym where the middle word was “Elon’s,” yes.

Q. Let’s take a look at that tweet. That’s 1555 in your book, and it’s a little bit of the way back. Oh, here it is, it’s also on the screen. Joe’s on the ball here. That’s your tweet, right?

A. It is.

Q. And when I asked you about that in your deposition, you described it as kind of a Rorschach test; right?

A. Yes, yes, you know, whereas I read that as “save Elon’s company,” others may interpret it differently.

Q. And “Elon’s company” is Tesla for this purpose?

A. Yes. Well, it could be another company, but yes.

Q. Mr. Musk, as the CEO of a public company and certainly a CEO of other companies as well, do you think it’s a good idea to actively be at war with the SEC?

A. I would prefer not to be.

Q. If they just did what you wanted to do?

A. If they did their duty.

Q. I want to talk for a few minutes about the findings that this Court made — not this judge, but this Court — about your role in the SolarCity acquisition. And if you would be so kind as to do so, you’ll find in your book something called JX 1554, which is the memorandum opinion that was issued resolving the SolarCity case that was brought against you and was resolved in your favor, so congratulations for that, sir.

A. Thank you.

Q. Let me know when you have the opinion in front of you.

A. I have it.

Q. So I’m going to ask you to turn with me to page .0092, and I want to talk about a number of the findings the Court made about your role in that acquisition. Before we turn to the Court’s findings, true, isn’t it, that that acquisition was very important for both SolarCity and Tesla?

A. Well, the acquisition was important to fulfill the master plan that I had articulated in 2006, which is to advance sustainable energy.

Q. And, indeed, the master plan part deux specifically talks about bringing that company into the fold; right?

A. It specifically talks about solar power as being crucial to sustainable energy.

Q. So let’s look at the Court’s findings beginning on — it’s page 91 of the opinion, but it’s .0092 in the stamping down at the bottom. The Court writes up top “Elon was permitted to participate in the deal process to a degree greater than he should have been:” And then the Court has a series of bullet points, and I want to ask you about just a few of these bullet points. First bullet point in part reads, “Elon declared to Lyndon that Tesla would acquire SolarCity, and later assured Lyndon that Tesla would extend a bridge loan to SolarCity.” Simple question: Do you dispute that finding of fact?

A. No.

Q. Let me draw your attention, if I can, to the next page of the opinion, top paragraph, which indicates that “Elon participated in the selection of Tesla’s outside deal counsel.” Same simple question: Do you dispute that finding of fact?

A. No.

Q. Two bullets down it begins, “Elon was involved in preliminary discussions regarding price during Evercore’s initial presentation….,” and it continues. Do you dispute that finding of fact, sir?

A. No.

Q. And then flip over, if you would, to the next page, second bullet point on the page, “Elon was present for a part of a Tesla Board meeting where the Tesla Board discussed the revised offer for SolarCity.” Again, a simple question: Do you dispute that finding of fact, sir?

A. No. I thought Vice Chancellor Slights’ analysis was extremely accurate.

Q. Wonderful. Thank you. I want to change gears and talk for a few minutes about the genesis of the 2018 plan and follow up on just a few points your counsel made as well. I heard you give some testimony this morning about a spring of 2017 call with Ira Ehrenpreis, the chairman of your compensation committee and a director. Do you recall that testimony, sir?

A. Yes.

Q. Sir, it’s correct, isn’t it, that in this case, you were given written questions, which lawyers call interrogatories, and that you gave answers to those interrogatories under oath?

A. Yes.

Q. Let me direct you, if I can, to Exhibit JX 1256 in the book. Let me know when you’re there.

A. There’s a lot of —

Q. I know, there are a lot of these. I apologize for that. They’re also on the screen, if that helps, sir.

A. Sure. The screen is fine.

Q. All right. So let’s ask our technologist, please, to bring us to page 9 of JX 1256, which is .0009. And I want to focus your attention, if I can, on the first interrogatory here, which asks for the date on which the compensation plan was first proposed, who proposed it, et cetera. And then if we take a look at the very next page where your response sits, I want to focus, if I can, on the very last paragraph. It indicates that you had “informal discussions regarding a new stock option award that may have occurred prior to June 23rd, 2017 that were not documented.” Those are the conversations you were talking about this morning; right?

A. I mean, I don’t recall those conversations.

Q. All right. Well, that’s the point. If you look at the very next sentence, it says “Mr. Musk does not specifically recall the dates or substance of any such discussions.” So that was your sworn, written testimony in this case earlier, correct, that you didn’t recall the substance of any discussions that may have taken place prior to June 23rd?

A. Yes. I mean, June 23rd, I mean — I mean, maybe there was something in like May or — I don’t know if — I don’t recall any such discussions.

Q. That’s fine.

A. Yeah.

Q. And we saw in this trial earlier that Mr. Ehrenpreis also doesn’t recall. He gave a similar answer that he didn’t recall the substance in his interrogatory. But, by the way, this was true and correct at the time you gave this testimony under oath; correct?

A. That is correct that I did not recall, yes.

Q. Nonetheless, you think in an early call with Ira that you proposed owning an additional 10 percent of Tesla, taking into account dilution of your own shares. You think that might have happened; right?

A. Yes. My recollection is that I had proposed a higher number of shares that would have taken into account dilution, and ultimately we settled on a smaller number of shares.

Q. So now I want to talk about — I understand that happened, and we’ll take you through the documents. I just want to talk about pre-June 23rd, which is the first comp committee meeting, the call that you don’t recall the substance of, you think you might have suggested 1 percent per tranche in that call, maybe?

A. I think so. But I don’t — I don’t recall.

Q. All right. So let’s see if we can help. Open, if you would, to JX 1597 in your book, and I want to go to the Bates stamp number at the bottom right-hand corner that is Bates stamp number 5008, and let’s see if we can’t take a look at this. It’s up on your screen, and I want to focus in on the paragraph beginning on April 9. Do you see that on the screen, sir?

A. I do.

Q. I’m going to read it, and I’ll tell you when I’m skipping, but I’ll read the substance of it for the record. It reads — and this is a proxy that was prepared internally and circulated outside the firm, not the final, by the way. And it says, “On April 9, 2017, Ira Ehrenpreis, the Chairman of the Compensation Committee of the Board” — and I’m skipping — “had a preliminary discussion with Mr. Musk about a new compensation program, in which they talked about the concept of using a similar structure to the 2012 Performance Award but with even more ambitious and challenging performance hurdles that would reflect Tesla’s ambition to become one of the most valuable companies in the world. Mr. Musk indicated an interest in such a structure, and mentioned the possibility of setting 15 milestones in which each would require a market capitalization increase of $50 billion” — then I’m going to skip again. “Mr. Musk proposed that given the difficulty of [those] milestones, an appropriate size of the award would be stock options totaling 15% of the Company’s current total outstanding shares, or 1% of the Company’s current total outstanding shares being attributed to each of the 15 milestones.”

Now, sir, given your sworn testimony that you don’t recall the specifics of the call with Ira Ehrenpreis, it’s true, isn’t it, that you would have no basis to dispute this recitation that was going around in early January summarizing the background of the transaction?

A. I — I don’t dispute this.

Q. Okay. Now, you gave some testimony in response to my friend Mr. Chesler’s questions, and I think you said that you were not in any meeting of the compensation committee or the board at which the substance or the substantive terms of your plan were discussed. Do you recall that testimony?

A. I — I don’t recall being in any such meeting, yes.

Q. Well, then let me ask you a simple question: Were you in any meeting of the compensation committee or the board at which the substantive terms of your plan were discussed while it was being created?

A. I don’t believe so.

Q. So let me ask my friend, Mr. Wills, to pull up, please, JX 407, which is not in your book, and this is the minutes of the June 6th, 2017, meeting, and this is a meeting of the board of directors. And it’s true, sir, that you’re present at this meeting; right?

A. Yes.

Q. So using logical deduction, would it be fair for me to infer that if you were present at this meeting, the board did not discuss the substance or the terms of your grant in your presence?

A. Well, I mean, there are discussions that the board has without me being present.

Q. I understand, sir. When you’re not present, the meeting — the minutes indicate you’re absent from the room; correct?

A. I don’t know if that’s the case.

Q. Do you recall — you don’t recall ever having a discussion about the substance of your plan, or if you do, tell me, because I’d like to explore that too.

A. I — I don’t recall having discussions about the substance of the plan.

Q. And do you —

A. I mean, I think we — when it was maybe proposed to me. But I — you know, certainly not in how it was come up with.

Q. So —

A. We have to propose — sorry. They have to propose it to me at some point.

Q. No, no, no. My question was shorthanded. I apologize.

A. Okay. Okay.

Q. You don’t recall having a board meeting which you sat through at which the substance of your plan was laid out and discussed in your presence; correct?

A. Well, there would have been at one point, once the board had decided what to propose, they would need to tell me what that was.

Q. I’m talking about the period during which the plan was being formulated and put together. I thought you testified eloquently and clearly, in response to one of your counsel’s outstanding questions, that you didn’t sit through any meeting while this plan was coming about in which the substance of your plan was discussed. I’m just asking if that’s true, did you —

A. I don’t recall being in such a meeting.

Q. I’ll take it. I’ll take it. Do you recall that while you were working on — while the work was being done to develop the 2018 plan, your former colleague & cofounder, JB Straubel, wrote to you to “humbly propose” that the company consider setting up an equity plan for him that had the same vesting milestones that your new plan would have, but smaller amounts of equity? Do you recall that?

A. Yes.

Q. So let’s take a look at that email, if we can. Joe, would you put up JX 399.

It’s in your book. But it’s short enough as well. Focusing on your response to Mr. Straubel’s email, you write — and this is about your plan, right, so he’s asking you, can you do a plan for me that mirrors your goals, and you respond, quote, “I’m planning on something really crazy, but also high risk.” That’s an email you sent to him on or about May 12th while this plan was under consideration; right?

A. Yes.

Q. Let me change gears again. I want to talk a bit about timing and your input into timing of the development of the plan. It’s correct, sir, isn’t it, that on July 30, 2017, you asked your general counsel, Mr. Maron, to put development of the plan on hold. Do you recall that?

A. Yes.

Q. And then on November 9, you requested that Tesla move forward with the plan and said you’d like to “take board action as soon as possible.” Do you recall that?

A. I don’t recall, but I’ll assume that it is true.

Q. I want to show it to you so there’s no question. Joe, please pull up JX 682 and show the witness .002, the second page. Let’s go up, Joe, to the email on top of that towards the top, begins “No problem ….” let’s take a look at that email.

You see here, sir, you sent an email on or about November 9 saying, “I’d like to take board action as soon as possible,” and it continues. No doubt you sent that; right?

A. Yes.

Q. Now, isn’t it true that five days later, on November 14, you suggested the development of the plan be paused for a week or two? Do you recall that?

A. I do vaguely recall that.

Q. Joe, let’s just look at it to make sure we’ve got it straight. JX 668, please. Again, this is your email to your general counsel, Mr. Maron; correct?

A. Yes.

Q. And it’s subject “My comp package,” so that’s what we’re talking about in this email; correct?

A. Yes.

Q. Then true that by mid-December, the plan was back on the fast track again; true?

A. It was back on track, I suppose, yeah. I’d asked to just pause any discussions of compensation given the crisis level at the company was too high to think about anything else.

Q. Let’s look at what your staff thought about it. Please open to JX 718, and I’ll ask Joe to bring that up on the screen as well. So this is from Joy Liu, and it’s being sent out of the firm to PricewaterhouseCoopers, and you’ll see the second paragraph under “Hi Nancy.” “Our CEO grants is back on a fast track now.” Does that help set time and stage for you?

A. I mean, I did not see this email.

Q. It’s true, isn’t it, sir, that you weren’t intimately involved in the development of this plan; right?

A. Correct.

Q. So if the staff thought it was on a fast track, any idea where that would have come from?

A. I assume the board or — yeah.

(The court takes a 15 minute break)

Q. Mr. Musk, let’s switch topics again. It’s true, isn’t it, sir, that during the period the plan was being developed, you participated in Tesla’s May 2017 earnings call?

A. Yes.

Q. And you recall, don’t you, saying during that call that whether or not you are CEO forever, you intended to be actively involved with Tesla for the rest of your life, hopefully stopping before you got too old or too crazy?

A. Yes.

Q. And, sir, that was a truthful statement at the time. Correct?

A. Yes.

Q. And that statement of intent never changed between the time you gave it in May of 2017 and at least up to the time of your deposition in this case. True?

A. Yes.

Q. And, sir, when Tesla’s investor relations folks prepared a Q&A script for discussion with outside stockholders after your plan was announced, it included a specific question about whether you would quit if the plan wasn’t approved by stockholders, and it said in response, the specific answer was that, no, you wouldn’t quit if the plan wasn’t approved. Do you recall reviewing that and you recall that being accurate, sir?

A. Yes.

Q. And that’s because, as stated in the script, you were, quote, heavily invested in Tesla, both financially and emotionally and you viewed Tesla as part of your family. Right?

A. Yes.

Q. On the subject of being heavily invested, I want to focus for a moment on the increase in the value of your equity since early 2018. If we measured the value of Tesla equity that you actually owned, not derivatives or stock options or anything else, just the actual equity, from the point that the plan was approved at the board meeting in January of 2018, and then we took a snapshot of the value of that same equity right before you announced your bid for Twitter, do you have any idea how much it would have increased?

A. I don’t — I don’t know what it would have done.

Q. I didn’t do this math because it’s far too complicated for a lawyer from Delaware. I asked one of my colleagues who is an actuary, an accountant, and actually knows numbers to do it. And what I got back was that if you look just at your shares in those parameters, the value of your shares went from round numbers 11.7 billion to round numbers 197.3 billion. Order of magnitude, does that sound about right?

A. I think the stock has declined since then, but yes. I think the stock is not quite as valuable as maybe when that analysis was done, the current stock.

Q. But certainly quite high. Right? Close to $200 million?

A. I believe it’s less than that, quite a bit less than that at this point.

Q. I misspoke. I said 200 million. I’m still trying to get my mind around “billion.” $200 billion. Same answer?

Yes, Elon has a lot of “Bs” as in “billions.” But at the time of writing, he’s now considerably behind Bernard Arnault of LVMH, according to Forbes’ real-time billionaires list.

A. Like I said, it’s less than that because the stock has declined.

Q. Do you recall being asked in a Q4 ‘17 analyst call about whether there was a search going on for CEO and responding that there was no search because you expected to remain CEO for the foreseeable future?

A. Yes.

Q. Different topic. It’s true, isn’t it, that nothing in your 2018 compensation plan requires you to devote any particular amount of time to Tesla?

A. No.

Q. No, it’s not?

A. It is not required.

Q. Thank you. And it’s also fair to say, isn’t it, that you have many different interests?

A. Yes.

Q. For example, you are chairman, CEO, and CTO of SpaceX. Is that right?

A. I’m really just the chief engineer of SpaceX, but yes.

Q. But at various times, you’ve held the chairman title and the CEO title?

A. You know, I think from a functional standpoint what matters is that I am designing the rockets.

SpaceX’s employees would probably be happier if Elon actually just stuck to designing rockets. Hundreds of SpaceX employees signed a letter denouncing Musk’s behavior earlier this year, stating that his “behavior in the public sphere is a frequent source of distraction and embarrassment for us.” (SpaceX then fired a bunch of the people who wrote the letter.)

Q. Did you change titles there too when you became Technoking? Are you king of rockets or anything like that?

A. The title I go by at SpaceX is “chief engineer.”

Q. Chief engineer. All right. And the mission of SpaceX is to extend the light of consciousness beyond Earth’s orbit in a sustained manner. Correct?

A. That is correct.

Q. In common parlance, that means colonizing Mars?

A. Making life multi-planetary in order to ensure the long-term survival of consciousness as we know it.

Q. And that means Mars. Right?

A. Mars is the only option.

Q. Yeah. And you spend a fair amount of time on average at SpaceX, don’t you?

A. Yes.

Q. And there have been periods of time when you’re working at SpaceX to the exclusion of anything else, including family and Tesla. Right?

A. In recent years, that has been relatively rare. Tesla has taken more time than anything.

Q. Let’s look at one of those relatively rare examples. Joe, would you pull up JX 1202, if you would.

Sir, this is an email you sent in 2020. Correct?

A. Yes.

Q. And you write: “Subject: BOCA.” That refers to Boca Chica, Texas. Is that right?

A. Yes.

Q. And Boca Chica, Texas is where SpaceX is based. Is that true?

A. No. That is where the Starship program is based. SpaceX’s headquarters are in Hawthorne, California.

Q. And you write “I’m staying in Boca 24/7 until Starship flies, despite the pain that this will cause many other company and personal obligations.” You sent that email, didn’t you, sir?

A. Yes. I subsequently had to not do that in order to devote time to Tesla.

Q. And the pain that you talk about here, that included pain to Tesla as well. Right?

A. It’s a lot of pain to spread around, so yes.

Q. You’re also co-founder of something called The Boring Company. Is that true?

A. Yes.

Q. You lead that company?

A. No.

Q. No?

A. No.

Q. That’s interesting, because your counsel in this case and my side, both sides, sat down and came up with certain facts we agree to for purposes of the case, and we put that together in something called a pretrial order. And what you’ll find in the very first tab of your book is something titled “Stipulation and [Proposed] Pre-Trial Order.” I want to go, if I can, to paragraph 58 of that. And let’s take a look together at what your counsel stipulated to. You can read it along with me. It appears to read “58. Musk leads The Boring Company.” Have I read that correctly?

A. Umm.

Q. Have I read that correctly?

A. Yes.

Q. So I’ll represent to you, sir, that’s stipulated as fact for purposes of this trial. The Boring Company builds tunnels and recently opened one under Las Vegas. Is that right?

A. Yes.

Q. And the vision of The Boring Company is to dig tunnels faster than a snail. Is that true?

A. Yes.

Q. It’s true, isn’t it, that during the same time you were working on getting the 2018 Tesla plan before stockholders, you were also helping The Boring Company sell flamethrowers. Is that right?

A. I mean, for a split second.

Yes, the Boring Company “flamethrower” was real, and they were foolish enough to give one to our own Liz Lopatto.

Q. Let’s take a look at one of your tweets about flamethrowers. Joe, let’s put up JX 1564.

This is a tweet you sent out on behalf The Boring Company about flamethrowers. Right?

A. Yes.

Q. And you sent it out on January 27, 2018, that’s after your plan was approved and before the stockholders met. Right?

A. Yes.

Q. And then there came a time when you had some interaction with the ATF, correct, about flamethrowers for The Boring Company?

A. I don’t recall talking to the ATF. Oh, that’s just the website, the ATF website.

Q. I see. Were you involved in the development of the flamethrower that The Boring Company sold?

A. Well, this was a joke product, you see. It was not a real flamethrower.

Q. I see. So you were joking about it.

“Well, this was a joke product, you see. It was not a real flamethrower.”

A. Yes. It’s a roofing torch that you can buy at Home Depot, which is — then looks like a flamethrower, but it’s not — it’s not like a dangerous thing. It’s literally something you can buy at The Home Depot.

Q. I see. Let’s take a look at JX 1565, if we a tweet you put out on February 1st. “Flamethrowers sold out.” Did you actually sell any of these flamethrower lookalikes or whatever they were?

A. Yes.

Q. In fact, you sold them out. Right?

A. Yes.

Flamethrowers sold out
— Elon Musk (@elonmusk) February 1, 2018

Q. Great. Then let’s take a look at JX 1567, if we could. So this is a series of pictures of the flamethrower in front The Boring Company. Is that the fake flamethrower?

A. Yes.

Q. I see. And you sent that out to the millions of people that follow you on Twitter. Right?

A. Yeah.

Q. And you’re announcing that the first thousand flamethrowers were being picked up. Correct?

A. Yes.

Q. And then more recently, you’ve had occasion to advertise for a new cologne that The Boring Company was offering called “Burnt Hair.” Correct?

A. That is correct.

Q. And I think —

A. Enticing, enticing, I know.

The finest fragrance on Earth!https://t.co/ohjWxNX5ZC pic.twitter.com/0J1lmREOBS
— Elon Musk (@elonmusk) October 11, 2022

Q. I think I saw somewhere where you suggested a tag line for this, burnt hair from the folks who brought you the flamethrower. Is that right?

A. Yes. I think we —

Q. That’s quite —

A. Far from singed.

Q. Singed?

A. Singed.

Q. Mid-October, The Boring Company had sold $1 million worth of Burnt Hair. Right?

A. I think it might be higher than that. I think maybe 3 million.

Q. I’m sorry.

A. No. Well, it depends on which date. In total we sold $3 million worth of — or at least we have orders for $3 million worth of Burnt Hair perfume, the essence of repugnant desire.

Q. Great. And then the day you announced the first million dollars of Burnt Hair being sold, you tweeted requesting that your followers or fans or whatever one calls people who follow other people on Twitter buy your perfume so you could buy Twitter. Right?

A. Yes. I mean, obviously, that’s a joke, you know.

Q. I get it. So, lately, in addition to flamethrowers and perfume, you’ve asked your Twitter followers to vote on some proposals you had for a peace plan for the Ukraine conflict. Correct?

A. Yes.

Q. We’ve been talking about your use of Twitter. I think we established also that you recently closed on a purchase of the company. Correct?

A. I like the product so much, I bought the company. There’s an ad, Hair Club for Men. I liked the product so much, I bought the company. So I guess that’s what happened with Twitter.

Q. Let’s open, if we can, to JX 1571. This is another tweet you put out. Correct? This is something you sent out, sir?

A. Yes.

Q. And you say here, “To be clear, I’m spending less than 5% (but actually) of my time on the Twitter acquisition. It ain’t rocket science!” And you continue to talk about being at Starbase, and then you got a lovely picture here suggesting that perhaps you were hearing that your attention was being deflected towards Twitter at the time. Is that what you were trying to convey?

A. Yes.

To be clear, I’m spending <5% (but actually) of my time on the Twitter acquisition. It ain’t rocket science!

Yesterday was Giga Texas, today is Starbase. Tesla is on my mind 24/7.

So may seem like below, but not true. pic.twitter.com/CXfWiLD2f8
— Elon Musk (@elonmusk) May 19, 2022

Q. Now, that less than 5 percent, it kind of went up over time. Isn’t that right, sir?

A. Well, you know, there is an initial burst of activity needed post-acquisition to reorganize the company. But then I expect to reduce my time at Twitter and find somebody else to run Twitter over time.

Q. So indeed, sir, isn’t it true that following closing, you’re spending a lot of time at Twitter?

A. In the first few weeks, yes.

Q. You’re sleeping there?

A. Hardly. That’s where I came from.

Q. By the way, about a day or so after you bought Twitter, the press was reporting that you had brought in Tesla software engineers to review the software code at Twitter. Did that actually happen?

A. There was — not to review the code, but just to evaluate some of the engineering talent at Twitter. It was just on a voluntary basis to spend a few hours evaluating the Twitter engineering team.

Q. And the press reports was that about 50 engineers were sent over from Tesla to Twitter. Is that true?

A. I don’t know the number. But, like I said, this was a voluntary basis after-hours, mostly short-term matter.

Q. Did Tesla no longer need those engineers?

A. No. Tesla needed the engineers. This was just a voluntary thing. If you’d like to help me evaluate Twitter engineering, that would be appreciated. That’s all.

Q. I see. So this was all after-hours work, not during Tesla office hours. Right?

A. I actually asked for some volunteer time.

“Did anyone suggest to you that… it might not be a good idea to use the resources of the public company for your private company?”

Q. And did anyone suggest to you that perhaps as a public company, it might not be a good idea to use the resources of the public company for your private company?

A. Again, this was sort of an after-hours, just if you’re interested in evaluating the — helping me evaluate Twitter engineering, that would be nice. It was very short term. I think it lasted for a few days and it was over.

Q. So the answer was no?

A. It was a minor thing.

Q. Yeah, yeah, I know, but did anyone call you on it? Any of the so-called independent board members call you and say, you know, Elon, it’s probably not a good idea to be using Tesla assets for your personal use?

A. Well, I didn’t really regard this as using Tesla assets, as I had asked just for a voluntary basis, and I did not specify any number of people. I don’t know what the number was, but I don’t think it was quite 50. But it was a small number. There’s 120,000 people at the company, just to be clear, so this is de minimis.

Q. So the answer to my question is no?

A. No?

Q. You didn’t receive a call from anyone suggesting it might not be a good idea?

A. No. I don’t think I got a call, such a call.

Q. Separate issue. You co-founded and were involved with for some period of time a nonprofit called OpenAI. Is that true?

A. Yes.

Q. And you were involved with OpenAI at the time of the 2018 grant?

A. My time allocation was very small, but yes.

Q. And you came up with the OpenAI name, the initial concept, and provided the initial funding. Right?

A. Yes.

Q. And you were spending at least some of your average workweek working on OpenAI at the time the plan was being developed. Correct?

A. Very small amount of time, but yeah.

Q. You also co-founded and led, and lead currently, Neuralink. Is that right?

A. Yes.

Q. And that’s a company which develops brain computer interfaces whose long-term goal is to help address the human species level threat posed by AI. Is that right?

A. That is the long-term goal. The short-term goal is to enable people who have a broken spine or neck to walk again.

Q. How’s that coming, by the way? When we chatted, you were saying that you were expecting FDA clearance for that on an accelerated basis. Did you get it?

A. We’re expecting to get it soon.

Q. Congratulations. I hope you do get that. And certainly at the time the plan was being developed, you spent some period of time of your average week at Neuralink. Right?

A. Yeah. Lately, I’ve not spent much time at Neuralink, really. I have not been to Neuralink in about a month or so.

Q. Well, actually, you know, that’s interesting. In September of ‘17, you recall while this plan was being developed, you asked your brother and Mr. Gracias to look deeply at OpenAI and Neuralink, to advise you whether you should be spending more of your time on these projects?

A. I don’t recall that.

Q. Joe, let’s pull up JX 362.02. Mr. Musk, this is a series of texts, and I think, happily, there’s only one text I want to focus on. You’ll see here a text from you, and we can scroll up or you can see it, it goes to your brother and Mr. Gracias, but it appears to read, “OpenAI and Neuralink are both critical to a good future for humanity. My instincts tell me that I should be devoting a much higher percentage of time to them. Would be great if you guys could gain an understanding of both.” Do you recall sending that text, sir?

A. Yes.

Q. And after looking at the two companies, Mr. Gracias and your brother came back to you and told you that they generally agreed that these companies could help mitigate the danger to humanity posed by artificial intelligence. Right?

A. Yes.

Q. And at some point thereafter, the percentage of your time that you spent on Neuralink went up. Right?

A. Slightly.

Q. Well, it increased about 500 percent, didn’t it, went from about 1 percent to 5 percent a week?

A. I — yeah. I mean, at times.

Q. At the time the plan was being worked on, is it true that your typical workweek was to spend Monday and Thursday at SpaceX, Tuesday and Wednesday at Tesla, Friday afternoon at Tesla’s LA design studio, and then weekends doing catch-up work?

A. That would be my general routine. But really, I would just be — there would, of course, be calls and meetings interspersed throughout the week for Tesla.

Q. Joe, please put up the demonstrative pie chart. That’s the one.

Mr. Musk, what we did was we took some answers you gave to interrogatories and put them into percentages and created this chart. At least up until the point of the grant, this is roughly an accurate depiction of your average time in a particular week, understanding that it could be radically different at any particular time. Is that fair to say?

A. Yeah. I mean, it depends over what time period, but that’s probably roughly accurate for that time.

Q. As of right now, if we recut this and included Twitter, would Twitter be the lion’s share of this chart?

A. For the past few weeks, it would be. But that’s not likely to be — that won’t be the case long term.

Q. In fact, your tweet about sleeping at Twitter said you intended to continue to do so until the org was fixed, meaning the organization. Right?

A. Yeah, which I expect that to be probably this week, end of this week.

(Elon deleted that tweet about sleeping at Twitter, but here’s what it said: “I’ve been at Twitter SF HQ all night. Will be working and sleeping here until org is fixed.”)

Q. We’ve heard you’re terribly bad at predicting things.

A. Well, my record varies. Sometimes it’s accurate; sometimes it’s not.

Q. You think you’ll be able to fix Twitter in a week or so?

A. No. I think the fundamental organizational restructuring will be done at the end of this week.

Q. Got it. Got it. Let’s shift topics again. There’s been some testimony in this trial about an interview that you gave with Robyn Denholm and Ira Ehrenpreis during the development of the plan. I believe it happened in September. Do you recall that Denholm and Ehrenpreis called you to discuss your views on the plan during September? This is 2017.

A. There is a lot of water under the bridge since then, but I assume — I’ll take your word for it. I’m sure that’s what happened.

Q. Well, without trying to nail down September, which isn’t particularly relevant to me, do you recall that during the development of the plan, Robyn and Ira called you to talk about your views on the plan?

A. I do vaguely recall that.

Q. It’s true, isn’t it, that you have no recollection of either Robyn or Ira raising with you whether there should be some assurance about the amount of time that you spent on Tesla vis-a-vis other activities. Right?

A. I don’t recall.

Q. In fact, you viewed asking that question as silly. Do you recall that?

A. No.

Q. Let’s take a look at your deposition to see if we can refresh your recollection. Counsel, page 160, lines 11 through 18.

(A video clip was played as follows:)

Q: My question to you was, was this topic discussed with you?

A: I mean — do you mean — do you mean — can you be more precise about what you mean by “this topic?”

Q: The topic of whether there should be some assurance about the amount of time you spend on Tesla vis-a-vis other interests.

A: No, because that would be silly.

Q. Does that help refresh your recollection, sir?

A. Yes.

Q. You recall being asked those questions and giving those answers at your deposition. Right?

A. I do.

Q. It’s true, isn’t it, that during the call you had with Robyn and Ira, you made clear to them that if you’re going to allocate a lot of time and effort to Tesla, that wouldn’t necessarily come at the expense of making life interplanetary, but it would be okay with you if there would be economic resources to pursue your other goals, like making life interplanetary?

A. That is correct.

Q. So, effectively, what you told them was, you saw, in working hard at Tesla to achieve the plan, a way to earn money to go to Mars. Fair to say?

A. Well, there would have to be — it’s like, what would be the trade-off of time. What would serve the greater good, ultimately, since — I’m trying to take the sort of actions that maximize the probability that the future is good for civilization. If I allocate time to Tesla — if I overallocate time to Tesla at the expense of making humanity a space-faring civilization, then I’m not sure that would serve the greater good. But if there were additional economic resources available that could then subsequently be applied to making life multi-planetary, then perhaps that would serve the greater good.

Q. So the answer is yes?

A. I guess, yes.

Q. Bad question. Let me ask it again if I have to. My question —

A. It’s difficult to answer complex questions with yes or no. So I think if there is a complex question, a yes or no is a misleading answer.

Q. You know, the funny thing is the way this works is if I ask a complex question, you’ve got a lawyer here who is very well renowned, he’s an excellent lawyer, he’s well paid — I assume he’s well paid, anyway — who will stand up and say, objection, Your Honor, compound question. And then Her Honor will make a ruling. But he hasn’t done that. So would you be so kind as to answer my question?

A. Yes.

Q. Let me repeat the question so we have a clear record as to what you’re responding to. What you did was you told Robyn and Ira that the benefit you saw in working hard at Tesla to achieve the plan was that you would have money to go to Mars. Fair to say?

A. Well, not me. To get humanity to Mars.

Q. That there would be funds available to pursue your long-term goal of making life interplanetary?

A. Yes.

Q. Saving the world?

A. Well, saving civili — consciousness, yes.

Q. I want to talk about an entirely different subject. I want to talk about the S-curve. True that the S-curve describes a manufacturing ramp starting off slowly and increasing exponentially and then leveling off?

A. Yes.

Q. And you at least aspired for that to be the path that Model 3 production would follow. Right?

A. Yes.

Q. Joe, I’d like you to put up on the screen JX 1539. And just for clarity’s sake, Mr. Musk, this is taken from a Tesla presentation. I just want to know if you can tell me if that’s a fair pictorial representation of an S-curve.

A. Yes. That’s — yes. It’s — I’m sorry. I’m reminded of, what do you call a speeding snail? An escargot. But — sorry. That, of course, begins with a bad joke.

Q. But this is what the S-curve looks like when we are talking about an S-curve?

A. Yes.

Q. All right. Good. It’s true, isn’t it, that in October of 2017, Tesla management was expecting that the production rate on the Model 3 would soon enter the steep portion of the S-curve — Joe, would you put that back up for me, please. — the steep portion of the S-curve, resulting in nonlinear production growth. So here, just to be clear so everybody is on the same page, originally, the manufacturing process starts off kind of slowly, and then that curve begins to get — bend steeply upward. Right?

A. Yes. These things are easier said than done, easier illustrated than done, but yes.

Q. And you understand, don’t you, that by October — I’m sorry — October 2017, Tesla management expected that the production rate on the Model 3 would soon enter the steep portion of the curve?

A. Well, aspirationally, yes.

Q. And that was the expectation of the organization at the time. Fair to say?

A. It was the hope of the organization.

Q. Let’s look at JX 1540.084. These are materials presented to the audit committee. And Joe, would you band right about the middle of the page, beginning the Model 3, “the rate of Model 3 production”?

Let’s take a look at what management was telling the audit committee. A couple sentences down, it appears to read, “The production rate will soon enter the steep portion of the manufacturing S-curve, which should result in non-linear production growth in the weeks ahead.” So when we’re talking about nonlinear production growth, we’re talking about, effectively, exponential growth. Right? Is that correct, sir?

A. Yes.

Q. And understanding that it didn’t quite happen this way as of the date of these materials, that is certainly what management believed. Right? They wouldn’t be lying to the audit committee, would they?

A. Well, I mean, that was certainly the goal and the aspiration. But many companies have aspired to do this and they have all failed. There’s been several hundred car companies that have attempted to succeed since Chrysler in the ‘20s, and they’ve all failed.

Q. In fact, I think you told me several times the default state of the car company is dead. Right?

A. That is correct.

Q. Yeah. I got it. My question is, at this point in time, management was telling the audit committee that you were soon to begin and hit the exponential portion of the S-curve with respect to the Model 3. Right?

A. Yes.

Q. And then in your Q3 earnings call on November 1, 2017, you told analysts that you expected a production rate of 5,000 cars per month by March of the following year. Do you recall that?

A. Yes.

Q. Okay. So that would be hitting the exponential part of the S-curve. Right?

A. Well, the 5,000 would be the flat part at the top of the S-curve.

Q. And then by February 7 of 2018, that earnings call, you told the analysts that Tesla would climb the S-curve for Model 3 by mid-2018. Right?

A. That was my goal, yes.

Q. Yeah. And the Model 3 is a ten-year program. Right?

A. I’m sorry. Ten-year program?

Q. The Model 3, is that set up to be a ten-year program?

A. No. There’s no fixed end date for the Model 3.

Q. Let’s pick up, if we can, Joe, JX 1651.004. So this is a new exhibit your counsel sent us late last night for which I’m very appreciative. Appears to be the transcript of the Q3 ‘17 earnings call. Right?

A. Yes.

Q. And drawing your attention, if I can, to page 004, I want to highlight and focus in on the second full paragraph beginning “So, based on what we know.” And in fairness to you, sir, these are remarks that the transcript attributes to you. I’m happy to flip back to the page before, but I’ll make that representation to you. And you’re talking about production rate of Model 3 vehicles for late Q1 ‘18, and you say, “in the grand scheme of things this is a relatively small shift, the Model 3 is a 10-year program, and so we’re talking about a few months out of a 10-year program. It’s the grand scheme of things net present value calculation, this is immaterial.” Do you recall saying that?

A. I recall saying something like that. I think the — I think what I was referring to here is that it is a long-term program. But it’s not like the Model 3 will stop production after ten years.

Q. That’s fine. What you’re really saying here is that in the scheme of things, whether you hit the exponential portion of the S-curve on one day or three months later, it really doesn’t matter because it’s going to be exponential, not linear growth, and it’s going to be fabulous. That’s what you’re saying to the analysts. Right?

A. That was aspirationally the goal, yes.

Q. Aspirationally fabulous. How about that?

A. Well, like I said, no car company has ever succeeded, but no car company has succeeded in the past hundred years in doing this. So it should not be regarded not as something that will automatically happen but something that is highly unlikely to happen when referenced against the history of the past hundred years.

Q. And you worked hard, and it did happen, and you a hit that S-curve, and you enjoy the exponential growth. Right?

A. The sheer amount of pain required to achieve that goal, there are no words to express.

I believe Musk when he talks about the pain of hitting Model 3 production goals after lots of missed targets and reports of difficulties at Tesla factories. It’s also true that the company arguably managed to pull through, hitting its production goal of 5,000 Model 3s a week hours after its own deadline.

Q. I appreciate that it was hard work, sir, but it happened, didn’t it?

A. Barely.

Q. And you benefited from it happening by your shares going from some roughly $10 billion worth of value to almost $200 billion in value. Right?

A. The number is less than that, but yeah. As I said, there’s no — the sheer pain required to achieve that goal, I would not wish to inflict upon anyone.

Q. I appreciate it was hard work, sir, but you did enjoy the benefit of your shares increasing in value. Fair to say?

A. I don’t know about “enjoy.” That’s not the word I would use.

Q. Let’s switch topics for a couple of minutes and talk about the negotiations around this transaction, the plan. I think you said in response to Mr. Chesler’s questions that there were two areas you recall being negotiated: one, fully diluted versus something else; and two, that you couldn’t sell your shares for five years. Do you recall that testimony?

A. Yes.

Q. So let’s start with the couldn’t sell my shares for five years. At the time that this plan was being worked on, you owned roughly 22 percent of the firm. Right?

A. Yes.

Q. And there was nothing which prohibits you from selling the 22 percent of the firm other than not being able to trade on nonpublic information and such. Correct?

A. Yes.

Q. And you’d agree with me that shares are effectively fungible?

A. Fungible?

Q. Well, look, if you were tied up for five years on the shares that became shares if you were able to get options and convert those options to shares, and you wanted to sell shares, you could have sold any of the 22 percent you owned. Right?

A. I could have sold other shares, yes.

Q. Yes. Thanks. So let’s talk about the fully diluted. We saw earlier the draft disclosure from early January saying you asked originally for 15 percent of the total outstanding shares, and you told me you didn’t have a basis to dispute that. There came a time, didn’t there, when there was a back and forth between you and representatives of the board over whether this plan would be denominated as total outstanding shares or fully diluted shares. Correct?

A. Yeah.

Q. So, originally — let’s look at JX Exhibit 678. On November 9 — I think we saw this already — you emailed Mr. Maron saying you wanted to “move forward with [the grant] now, but in a reduced manner than before.” And let me take a look at this actual exhibit. I’ll do better that way, sir. Take a look with me at the exhibit, if you would. It’s at 678 in your book.

A. Yeah.

Q. And I want to bring you first, if I can, to the second page. And let’s look at the very last email on the bottom of the second page, JX 678.0002. This is November 9, 2017, from you to Maron. Right?

A. Yes.

Q. And you say you want to move forward but in a reduced manner than before. Correct?

A. Yes.

Q. And the only number we’ve seen from you so far is 15 percent of total outstanding shares, so I assume that means something less than 15 percent of total outstanding shares. Right?

A. Yes.

Q. And then up top, same page, 002, second paragraph, you say, “I think the amount should be reduced to a 10% increment in my Tesla ownership if I can get us to [] $550B valuation, but that should be fully diluted 10%.” That’s what you sent to Maron by way of what you wanted to move forward with. Correct?

A. Yes.

Q. And then on the first page, Maron sends you on the 29th a series of illustrations, and one illustration is 15 percent of total outstanding shares showing about 25,217,000 shares and a 10 percent increase showing about almost 29 million shares. Right?

A. Yeah.

Q. All right. And then let’s look, if we can, at the next exhibit in your book, JX 702. And you’ll see a gentleman by the name of Jonathan Chang communicating with Deepak Ahuja, who you identified earlier as the CFO of the company, copying Todd Maron, the general counsel. And what Jonathan is doing is comparing grant size and what it means as a matter of total outstanding shares and fully diluted shares. Right?

A. Yes.

Q. And he says if you had 10 percent — I’m sorry — if you had 20,173,860 shares, that would be roughly 12 percent of total outstanding and roughly 9.8 of fully diluted. Correct?

A. Yeah.

Q. And what you settle on is 12 percent of total outstanding shares, which we see from Jonathan’s calculation is about 9.8 percent of current then-outstanding fully diluted shares. Right?

A. Yes. I think so.

Q. I want to talk about your board for a moment or two. It’s true, isn’t it, you’ve known Antonio Gracias for more than 18 years now?

A. Yes.

Q. And you consider Mr. Gracias a friend. That’s right?

A. Yes.

Q. Indeed, he’s a close friend?

A. Yes.

Q. And your friendship with Mr. Gracias also existed during the period when the grant was under discussion. Right?

A. Yes.

Q. And during that period, when the grant was under discussion, you and Mr. Gracias socialized together. Correct?

A. Yes. I should say there wasn’t much socialization. There was not — I was working almost all the time, so not a lot of socialization or nonwork happening, at all.

Q. Well, you know I’ve got another set of interrogatories for you. Let’s take a look at the second-to-last exhibit in your book. It’s JX 1260. This is your responses and objections to the second set of interrogatories. And I want to draw your attention, if I can, to page 005. And you submitted this under oath as testimony for the Court. Correct?

A. Yes.

Q. So drawing your attention towards the bottom of 005, there is a bullet point that says, “During the relevant period, Mr. Musk and Mr. Gracias were friends and they socialized together.” You gave that testimony in this Court under oath. Correct?

A. Yes. I’m just saying that in terms of — there was just not a lot of socialization, if that’s a word applicable in the circumstance.

Q. You’re arguing about quantum rather than existence. Right?

A. Just saying that nonwork time was very, very limited.

Q. Well, that nonwork time included vacationing with Mr. Gracias and your respective families. Correct?

A. I mean, for a few days.

Q. Yep. And your vacations included vacations outside the United States. Right?

A. There was one.

Q. And you’ve attended each other’s family birthday — each other’s family’s birthday parties. Correct?

A. Sometimes.

Q. And also, you previously invested or committed to invest in Mr. Gracias’ fund Valor, as much as $10 million in 2013, for example. Is that true?

A. Yes, although I subsequently exited my Valor investment.

Q. Now, Mr. Murdoch, you’ve known him for about two decades. Right?

A. Not well. We met two decades ago.

Q. But you’ve been more than an acquaintance for about a decade?

A. Correct.

“‘Vacation’ is a strong word. For me, it is email with a view.”

Q. And you’ve vacationed with Mr. Murdoch and his family over that time. Right?

A. We have, yes, I think there were two vacations with kids. “Vacation” is a strong word. For me, it is email with a view.

Q. Yeah. And email with a view including outside the country. Right?

A. Yeah.

Q. And your friendship with Mr. Murdoch also existed during the period the grant was under discussion. True?

A. Yeah. Maybe. I’m not sure.

Q. And during the period the grant was under discussion, you and Mr. Murdoch socialized from time to time. Correct?

A. Yes.

Q. And you’ve known Mr. Ehrenpreis for roughly a decade and a half. Right?

A. Yes.

Q. You consider him a friend. True?

A. Yes.

Q. And Ira Ehrenpreis gave you the rights to the first Tesla Model 3 car as a birthday present to you. Is that true?

A. It’s — yes. Well, I mean, there’s more to it than that, but yes.

Q. Thank you. You’ve also told millions of people in a tweet that you loved Ira. Correct?

A. Ira has done great service to Tesla. The shareholders should be appreciative of that service.

Q. Well, that’s interesting. In your view, Ira has made great contributions to the company and is an unsung hero. Correct?

A. Correct.

Q. This tweet about loving him, it’s — you said, it’s not a secret but he’s also not your valentine. Fair to say?

A. Like I said, comedy, I believe, is legal.

Q. I’m about to finish, Mr. Musk. I want to show you a picture of the Tesla Roadster in space. Can you pull that up, Joe?

I really like this picture, Mr. Musk. I think it’s amazing marketing. As you described it to me, and let me see if I get this right, you launched this car — this is an original — not the original, but an original Tesla Roadster — you launched this car into space with a mannequin in a spacesuit in it, and it’s currently in orbit between earth and Mars. True to say?

A. That’s correct. It’s an art piece that will last for millions of years.

The Tesla roadster in space | Video: SpaceX" data-portal-copyright="Video: SpaceX" />

Q. You’ve always thought about the value coming out of the 2018 plan as money you would help use to get to Mars. Right?

A. Yes.

Q. In that limited context, sir, can we say that Tesla was your ticket to Mars?

A. It’s not my ticket to Mars. It’s a way to get humanity to Mars, with a — because getting — establishing a self-sustaining city on Mars will require a lot of resources. So Tesla can assist in potentially achieving that.

Q: Mr. Musk, I thank you for your time. It was a pleasure to chat with you again. And, Your Honor, I pass the witness.

Redirect examination

Musk Defense Attorney Evan Chesler: Mr. Musk, I just have a few questions. I’m apparently your renowned and well-paid lawyer, and I want to earn my keep.

Elon Musk: I do admire your skills.

Q. Mr. Varallo, early on in your examination, took you to a page in your deposition, I think it was transcript page 25, where you were asked if you had consulted with the board about your new title of Technoking. Do you recall being asked about that?

A. Yes.

Q. Okay. I’d like to put up, Michael, on the screen, page 25, the same page of the transcript of the deposition of June 3, 2021, please. Can we put that up?

If you’d look, Mr. Musk, the question that you were directed to I think is at line 13. “Did you consult with the board….” Do you see that question?

A. Yes.

Q. And you say, “No, but it was communicated to the board. I think with Zach and Bill Berry, yeah.” Who was Zach?

A. Our chief financial officer.

Q. And who was Bill Berry at the time?

A. General counsel.

Q. And then the question is, “I’m sorry?” And you say:

A: The 8-K was, you know, that was discussed with the board, or at least with Robyn Denholm. Yeah.

Q: It was discussed with the board after it was filed or before?

A: No, before.

Q: Okay.

A: Before.

Q: So other than Ms. Denholm, did you review it with anybody else on the board?

A: The review was done by Zach and Bill. So I’m not sure, but, you know, it went through the standard 8-K review process.

Were you asked those questions and did you give those answers at your deposition, sir?

A. Yes.

Q. You recall you were asked by Mr. Varallo about some comments you’ve made, tweets you’ve made, that were critical of the San Francisco office of the SEC?

A. Yes.

Q. Did you believe that the SEC controls your ability to say things about the SEC?

A. No.

Q. You were also asked some questions about some of the findings by the Vice Chancellor in the SolarCity litigation. Do you recall that?

A. Yes.

Q. I’d like to go back to that exhibit, which is JX 1554. If we can put that up, Michael. Can we look at page 0098 of 1554, please.

You see, Mr. Musk, there is a statement, in fact, a section heading by the Vice Chancellor, “The Tesla Board Was Not ‘Dominated’ by Elon.” Do you see that?

A. Yes.

Q. Is that also a finding made by Vice Chancellor Slights in that case?

A. It is.

Q. Can we look at page 0104, please. You see that the Vice Chancellor wrote, just above the “Fair Price” section, the last two sentences, “In other words, despite its assumed conflicts, under Denholm’s leadership, the Tesla Board meaningfully vetted the Acquisition. In sum, Elon proved that the process did not ‘infect’ the price. And ‘[t]he proof lies in the results.’” Did the Vice Chancellor also make that finding?

A. Yes. I should also say that Ms. Denholm’s contribution to Tesla has been tremendous as chair of the board.

Q. Thank you. You were also asked — you were shown an interrogatory answer where you said that you did not recall the substance of conversations before June 23, 2017. Do you recall being shown that on cross-examination?

A. Yes.

Q. Okay. I’d like again to direct your attention to your deposition transcript, which was taken subsequent to that. And, in fact, I’d like to draw your attention, if we can put it up, please, to page 144 of the deposition. Beginning at line 13, my question is going to be whether you were asked these questions and gave these answers, sir. At line 13, Mr. Varallo asked you:

Q: What’s the first you remember about discussing the 2018 plan with anyone?

A: I think there may have been a conversation, I think, where Ira Ehrenpreis called me and said that we should talk about future compensation, as the milestones for the prior plan had almost entirely been achieved.

Q: And I take it that was in the spring of 2017 or earlier?

A: I don’t remember exactly when. It was towards the end of when basically the prior plan’s milestones had — most of them had vested and/or were about to vest, and so Ira said we should talk about the future. Yeah.

Did you give that answer to that question, sir?

A. Yes.

Q. And on the next page, on 145, Mr. — let me make sure I have the right question. Yes. Mr. Varallo asked, “What did you say in response?” You said, “I said I think something similar to what was done in the past but with even harder milestones. So a larger amount, but with much harder milestones. And I think I proposed something that would result in a 10 percent — owning 10 percent of the company, incrementally taking into account dilution of my own shares.” And then it goes on from there. Did you give that answer to those questions, sir?

A. I did.

Q. You were also asked about your testimony that you had not attended any board meetings where the plan was being formulated. Do you recall that?

A. Yes.

Q. I’d like to put up on the screen what’s been previously marked as DDX 1, page 1, to the witness, please. Do you see this chart, Mr. Musk, you see down the left-hand side, there are dates going from June 6th of 2017 through January 21st of 2018?

A. Yes.

Q. And then there’s a list of board meetings and comp committee meetings. Do you see that, sir?

A. Yes.

Q. And then there are a bunch of names across the top, and the next-to-the-last name in that first big section is E. Musk. Do you see that?

A. Yes.

Q. This indicates, as Mr. Varallo suggested in your cross-examination, that you were in the room for the June 6, 2017, board meeting. Correct?

A. Yes.

Q. Do you believe you were in the room for any of the other board or comp committee meetings that took place over the ensuing eight months?

A. No.

Q. You were asked some questions about the S-curve. Do you recall that, sir?

A. Yes.

Q. Did your aspirations for the S-curve as it applied to the Model 3 turn out to be right as a matter of fact?

A. No.

Q. I don’t want to go back through how painful it was, but is it fair to say that you missed the curve pretty substantially from what you were aspiring to?

A. Yes. We barely survived. It was a very close call.

Q. Lastly, you were asked some questions about JX 678. This is the back-and-forth in email with you and Mr. Maron in November of 2017, and it relates, in general, to total outstanding shares and fully diluted shares. Do you remember looking at this document a few minutes ago?

A. Yes.

Q. Do you recall, sir, that — Yeah, let’s look at the second page, please, 0002, JX 678. In a paragraph to which Mr. Varallo drew your attention, it says, this is the second paragraph on the page, “I think the amount should be reduced to a 10% increment in my Tesla ownership if I can get us to a $550B valuation, but that should be a fully diluted 10%, factoring in that it dilutes me too.” Do you see that you wrote that, sir?

A. Yes. Q. Did you ultimately agree to a $550 billion valuation for the top of the plan or a higher valuation?

A. Higher valuation.

Q. Do you recall by how much?

A. I think 100 billion.

Q. So you agreed that you would not top out the plan unless you achieved an additional $100 billion of valuation over what you wrote back here in November of 2017?

A. Yes.

Q. And did you, in fact, get a fully diluted denominator for your grant?

A. No. The board declined that.

Q. The board declined that. And you agreed to total outstanding shares?

A. I agreed to a lesser number — the board agreed to a lesser number than I requested.

Q. And over time, as a result of dilution, both dilution that was known back in 2018 and dilution that has occurred afterwards, do you have an understanding of whether you would end up with an even lower percentage of equity increase were you to achieve all of the targets?

A. Due to dilution, yes, the equity increase would be much less than 10 percent.

Q: Thank you, Your Honor. I have no further questions.

Recross examination

Plaintiffs’ lawyer, Attorney Greg Varallo: Mr. Musk, I’m easily confused, so I want to see if you can’t help me. You gave a sworn interrogatory saying you don’t recall the substance of calls prior to June 23rd about your plan. Is that still your testimony, or have you just changed it? Just in case I misheard what you said.

Elon Musk: I think if you said like the substance of calls, probably; if you say the details of calls or the precise date, I do not have such a good memory.

Q. And you — are you testifying now that you do recall the substance of calls prior to June 23rd?

A. I mean, I think I recall the substance of some calls. Is there one in particular you’re referring to?

Q. Do you recall the substance of the first call with Ira Ehrenpreis in April of 2017 about your plan?

A. Yes.

Q. And that recollection was as a result of you being refreshed by your counsel showing you documents to get ready for your deposition. Correct?

A. I don’t recall.

Q. No? You don’t recall that? You don’t recall how you recalled, but there was a time when you didn’t recall, and now you do recall, but somehow in between, you don’t know how that came about. Right?

A. There’s a lot of things going on here. It’s a busy time, to say the least.

Q. All right. Different topic. The S-curve. You say you missed it, but what you really mean is the timing of hitting the S-curve was missed. Tesla, in fact, did hit the S-curve. Correct?

A. We missed the timing of the S-curve, and we achieved volume production by the skin of our teeth, very — very closely skirting bankruptcy. That’s why we were shorted so much.

Q. You hit the S-curve though. Right?

A. That’s why we were shorted so much by the hedge funds, because they were certain we would go bankrupt. And they were very close to being right.

Q. But you did hit the S-curve?

A. With great difficulty.

Q. And you’re in the — you hit the exponential portion, and instead of increasing linearly, the value of Tesla and the production went exponential. Right?

A. Yes.

Q. You were asked some questions by Mr. Chesler about the 10 percent fully diluted, not fully diluted, so forth and so on. To the extent there was any negotiation at all about the quantum of shares that you received, you were effectively negotiating against yourself. Isn’t that right, sir?

A. No.

Q. Let me show you a clip from your deposition. Counsel, this is 263, lines 2 through 4.

(A video clip was played as follows:)

Q: So that was your proposal on December 1?

A: That was — that was, I guess, me negotiating against myself, yes.

Q. I asked you that question and you gave that answer. Is that right, sir?

A. I guess I did give that answer.

Q. You were asked that question and gave that answer?

A. Yes.

Attorney Varallo: No further questions. Thank you, Your Honor.

The Court: Thank you, Mr. Varallo.

Attorney Chesler: No further questions, Your Honor.

The Court: Thank you. The witness may be excused. Safe travels, Mr. Musk.

Elon Musk: Thank you.

(Witness excused.)

Elon Musk just decided to bring the worst people on the internet back to Twitter

2022-11-24T15:32:13-05:00

Twitter CEO Elon Musk has decided to offer “general amnesty” to suspended accounts starting next week — a gentler way of saying that he’s decided to welcome back some of the site’s worst and most toxic people. It’s the second major moderation decision he’s made since taking over after unbanning former President Donald Trump; both decisions were made after Musk ran an informal poll from his personal Twitter account.

The decision to reverse years of moderation work at Twitter effectively trashes Musk’s original promise: to create a diverse council that would help adjudicate serious moderation decisions. Musk backed away from that idea by later blaming “political/social activist groups” for breaking an alleged “deal” — a claim nobody has verified and that advertisers deny. Twitter has spent many hard-earned years clipping users from the service, and many of the bans it has issued have been related to horrendous abuse, harassment, and misinformation.

Should Twitter offer a general amnesty to suspended accounts, provided that they have not broken the law or engaged in egregious spam?
— Elon Musk (@elonmusk) November 23, 2022

The poll was a blowout, with 72.4% of respondents voting “yes” toward unbanning accounts, from a pool of slightly more than 3 million votes. It’s difficult to know who voted, but it’s worth remembering that Musk spent a long time trying to get out of buying Twitter based on claims that the service was filled with bots and inauthentic accounts.

It’s still not clear which accounts will be allowed back. Musk said accounts that have “broken the law or engaged in egregious spam” would not be granted “amnesty”. But doing something illegal is an extremely high bar for moderation since most people don’t break the law by simply being awful people. Even Musk has expressed some bare-minimum standards beyond breaking the law; while he has spent a lot of time engaging with right-wing complaints, he has signaled opposition to the idea of letting someone like Alex Jones back on his website.

Nonetheless, a blanket restoration of most suspended accounts will likely have immense and widespread unintended consequences — particularly in regions where Twitter’s moderation and compliance capacities have been eviscerated by the company’s new leader.

Elon Musk began his Twitter reign by declaring that “comedy is legal.” Now it seems like almost anything goes.

Hot Pod Summit is back at On Air LA Annex 2022!

2022-09-13T14:00:00-04:00

The Verge is pleased to announce that Hot Pod Summit — our invite-only event for creators and leaders in the audio industry — is returning on November 3rd, 2022, at KCRW in Los Angeles. The day-long event will be hosted by Hot Pod lead writer Ariel Shapiro and will feature a rich lineup of programming on the most essential topics of the day in audio, including the booming relationship between podcasts and Hollywood.

If you’re not a subscriber of Hot Pod, what are you waiting for? Sign up now to stay ahead of the curve on the future of audio with industry-leading analysis, exclusive reporting, and more.

We’re proud to partner once again with the amazing team at work x work to produce the event. Hot Pod Summit is part of work x work’s On Air LA Annex 2022, a three-day event celebrating Los Angeles’ storytelling scene, co-presented by KCRW, Audible, and Patreon. This year’s On Air LA Annex will feature performances, live tapings, and conversations from artists and storytellers. You can get tickets to the event and learn more at onairfest.com.

Hot Pod Summit programming

Podcasts are the new late night

As TV streamers have tried (and failed) to launch new late-night comedy, podcasting has become the unlikely haven for talk shows in the digital era. How has podcasting allowed hosts to innovate on the format and transformed the comedy landscape? Hot Pod sits down with leaders and personalities from Team Coco to discuss how Conan O’Brien and other comics are making the jump.

Hollywood looks for the next big hit

Narrative podcasting is home to some of today’s best stories — and Hollywood has taken notice. As studios search for their big hit, more eyes are turning to podcasting, where rich and immersive stories can be told for a fraction of what it would cost to put them on screen. Spotify’s Julie McNamara and Pushkin’s Meghna Rao join us to discuss how stories travel from small audio teams to big-screen productions.

And more to come!

Join The Verge at the 2022 Chicago Humanities Festival!

2022-09-13T13:00:00-04:00

We’re excited to announce that The Verge is partnering with the Chicago Humanities Festival for a series of live conversations about the future of social media and how it affects human life. The Verge sessions will take place Saturday, November 12th, at the Steppenwolf theater in Chicago, starting at 2:30PM CT. Then, after the sessions, we’re gathering with attendees to party as the Steppenwolf is transformed by indie gaming collective Bit Bash. It’s going to be a blast.

Our three sessions will include a variety of talks between Verge hosts and experts on some of the most pressing issues in the tech industry. Max Fisher, New York Times investigative reporter and author of The Chaos Machine, will join Verge editor-at-large David Pierce to explain how Big Tech’s relentless pursuit of profit and engagement has created huge shifts in the human mind and in our broader culture. Then, our deputy editor Alex Heath will interview special guests Jeff Allen and Sahar Massachi of the Integrity Institute about how personalized content is redefining our social feeds. And finally, Verge health tech reporter Nicole Wetsman will moderate a panel with leading adolescent social media researcher Dr. Megan Moreno and young-adult influencer Margot Lee on how curated public images affect our well-being.

The Verge’s series of conversations is just one part of CHF’s larger fall festival, which runs from October 22nd to December 9th this year, with events at locations all over the city featuring headliners including legendary musician Patti Smith, Academy Award-winning actress Jessica Lange, whistleblower Chelsea Manning in conversation with Pussy Riot’s Nadya Tolokonnikova, beloved poet Elizabeth Alexander on The Trayvon Generation, and much more.

For over 30 years, the Chicago Humanities Festival has been curating live events with leading thinkers, creatives, and policymakers to facilitate vital conversations on the arts, culture, politics, science, and technology, making the festival one of Chicago’s most vibrant civic institutions. We’re thrilled to partner with CHF to bring The Verge’s unique perspective on the future to the festival.

We hope to see you at the event!

Full Event Descriptions

How Social Media Rewired Our Minds & Our World with Max Fisher

2:30-3:30pm. We’ve all been told too much social media is bad for us, but why is that? At CHF, New York Times investigative reporter and author of The Chaos Machine Max Fisher explains how, through the pursuit of unfettered profits and maximum engagement, Big Tech has rewired our minds and instigated a cultural shift toward polarization and misinformation. Join him and David Pierce (editor-at-large at The Verge) for a behind-the-scenes look at how social networks prey on psychological frailties, driving people to extreme opinions and actions.

The Future of the Feed

4:30-5:30pm. You probably know that algorithms play a huge role in what we see online, but what happens to society when this type of curated content begins to influence our real lives? Join The Verge deputy editor Alex Heath and special guests Jeff Allen and Sahar Massachi of the Integrity Institute for a conversation about how personalized and relatable content on social media is redefining our feeds and creating a new lens through which millions view the world.

Social Media and Young Mental Health

6:30-7:30pm. It’s often said that social media is bad for our mental health, and while that can be true, the full story isn’t so cut and dry. At CHF, Nicole Wetsman, health tech reporter for The Verge, moderates a panel between Dr. Megan Moreno, a leading researcher on adolescent social media, and Margot Lee, a high-profile young adult influencer about how curating public images affects our well-being.

Afterparty with Bit Bash

7:30-10:00pm.We are excited to invite you to a post-series afterparty, where spaces throughout Steppenwolf will be transformed by the nonprofit gaming collective Bit Bash, curating its unique brand of interactive indie games. Grab a drink at one of Steppenwolf’s lobby bars or a snack at Front Bar and join us for a night of socializing and video games with The Verge’s David Pierce, Alex Heath, and Nicole Wetsman following an afternoon of stimulating conversation.