UAE Legal NewsBehind the closed doors of the U.S. Securities and Exchange Commission, just before power changed hands in Washington, a rare moment of dissent nearly derailed a high-stakes move against one of the most polarizing figures in tech: Elon Musk.
In January, with Republican control of the SEC imminent, the agency’s five commissioners met privately to decide whether to sue Musk over a delayed disclosure of his Twitter stock buy-up—a delay that, according to the SEC, saved him a cool $150 million. Four commissioners said yes. One said no. That one vote came from Mark Uyeda—now the agency’s acting chief.
The lawsuit landed a week later, quietly filed on January 14. But what hadn’t been known until now was that Uyeda had tried to press SEC enforcement staff to sign pledges swearing the Musk case wasn’t politically driven. The staff refused. Not because they objected—because that kind of pledge isn’t how the SEC typically does business.
Sources familiar with the matter say both Uyeda and fellow Republican commissioner Hester Peirce had concerns over the proposed penalties: $150 million in “unjust enrichment” plus a fine. But Peirce ultimately sided with the three Democrats.
The SEC, Musk, his legal team, and the White House have all dodged questions about the vote, the case, and the agency’s decision-making. Public records requests were met with silence. But the central issue is no longer secret: Musk filed his disclosure 21 days late—twice the legal limit. That late filing allowed him to accumulate more shares before triggering a public reaction, sending Twitter’s stock soaring 27% once the news finally dropped in April 2022.
A separate shareholder lawsuit claims this wasn’t just sloppy—it was fraud.
SEC investigators also explored whether Musk intentionally delayed the filing. Proving intent could have escalated things significantly. But ultimately, no such charge was filed. Musk has claimed he misunderstood the rule and disclosed as soon as he realized the mistake.
Behind the scenes, the back-and-forth stretched the probe far beyond what some legal experts see as reasonable. Musk gave two depositions in 2022, then refused a third. The SEC had to get a court order to compel him to testify again, which he finally did in October 2024. That long delay meant the lawsuit couldn’t be filed before the presidential election—one that returned his political ally Donald Trump to the White House.
Just weeks before suing, the SEC tried to strike a deal. According to a post Musk shared on X, the agency gave him 48 hours to agree to a penalty or face charges. He didn’t settle.
Why the SEC waited until the eleventh hour is a question that’s left some observers scratching their heads. “They could have brought it closer to the timing of the conduct,” said one former SEC attorney. “Bringing it at the last minute—it loses credibility.”
But others say skipping the case entirely would have looked worse. “It’s not the violation of the century,” said another legal analyst, “but the SEC backing down would be humiliating.”
Musk’s long-running grudge with the agency dates back to 2018, when they sued him for tweeting that he had “funding secured” to take Tesla private—a move that cost him the Tesla chairmanship and led to a consent decree he has fought ever since. He’s since branded the SEC a “totally broken organization.”
Now he has until April 4 to formally answer the charges in court.
And while Musk battles the case, the SEC faces scrutiny of its own. Trump has already issued an executive order accusing the agency of politically motivated investigations during the Biden years and ordered a sweeping review.
The SEC, sticking to form, had no comment.
