Ann M. Lipton

@annmlipton

Law prof at U Colorado, business and securities. Blogging at Papers at "Markets can remain irrational a lot longer than you and I can remain solvent.”

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Ann M. Lipton@annmlipton· 27d

Ann M. Lipton@annmlipton· 27d

This is a good one: www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· 27d

Ann M. Lipton@annmlipton· 28d

This will be used to do racisms www.semafor.com/article/07/1...

Ann M. Lipton@annmlipton· 28d

AHAHAHAHAH www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· 28d

Ann M. Lipton@annmlipton· 29d

look it's going to be volatile and everything's gonna spike the next time trump truths "progress on the strait" or something but ... offering price was $135

Ann M. Lipton@annmlipton· Jul 11

Ann M. Lipton@annmlipton· Jul 10

Satisfaction (1988). It was supposed to be the star vehicle for Justine Bateman after Family Ties - but it has Julia Roberts and Liam Neeson in supporting roles

Ann M. Lipton@annmlipton· Jul 10

i mean, a lot going on here but this grabbed me

Tensions over strategy emerged quickly over how best to shore up Platner’s image, according to people familiar with the discussions. Though the money was tight, Katz pushed a six-figure ad campaign to be produced by his firm. It was still very early in the campaign for a major ad buy, and at the direction of Platner, a staffer paused the funding for the ad campaign, these people said. Katz, who was furious, told others in texts that the staffer needed to be reined in.

Ann M. Lipton@annmlipton· Jul 9

glad comments are closed; hopefully Letter I is frozen here:

Ann M. Lipton@annmlipton· Jul 9

wow

Ann M. Lipton@annmlipton· Jul 9

compare S&C www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· Jul 9

Two Sigma - quant hedge fund - is not happy: www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· Jul 9

E&Y: www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· Jul 9

A common theme. ICI: www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· Jul 9

The ICI's letter has a useful chart of a member survey re: allowing semi-annual, and how they use the quarterlies www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· Jul 9

Alert: Eli Lilly is the first corporation I've seen declare it'll go semi-annual if given the choice: www.sec.gov/comments/S7-...

Ann M. Lipton@annmlipton· Jul 8

But one might ask why the proposed
consent decree runs against the Trust and not Mr. Musk—other than allowing Mr. Musk to proclaim publicly that he has been cleared of wrongdoing—and why the SEC has permitted that
result.
Ultimately, it is not this Court’s task to “‘substitute its judgment’ for that of the parties.”

Ann M. Lipton@annmlipton· Jul 8

The Parties both emphasize that the civil penalty to be entered against the Trust—
$1.5 million—is “the largest penalty ever imposed for a standalone Section 13(d) violation.” SEC
Mem. 2; Musk Mem. 15. That fact is notable, but it obscures the whole story. As the Court
previously explained, comparisons to other enforcement actions are difficult given that the SEC
alleges that Mr. Musk (or, if you prefer, the Trust) violated Section 13(d) in a manner that
facilitated his takeover of Twitter and netted him $150 million in savings. Musk, 2026 WL 279790,
at *8, *12. That bears repeating: Elon Musk, the richest person in the world with a net worth close
to $1 trillion, allegedly ignored his obligation to file SEC disclosures at the expense of other
investors to the tune of $150 million. That is why the SEC previously sought disgorgement from
Mr. Musk in the ballpark of $150 million. See Compl. at 10. So the $1.5 million penalty in the
consent judgment, though touted as the largest in the SEC’s history, is around 1% of the total
amount of money that was potentially at stake in this case.

To be clear, a civil penalty is different than disgorgement. See Sripetch v. SEC, 146 S. Ct.
1403, 1412–13 (2026). But the SEC’s abandonment of the latter in favor of the former is part of
the issue. The SEC has decided not to press for relief that could compensate Mr. Musk’s alleged
victims, instead settling on a form of relief that would go into the government’s pocket. See id.
at 1410 (leaving open the question whether the SEC may only seek disgorgement that is “awarded
for victims” (quoting Liu v. SEC, 591 U.S. 71, 79 (2020))). The SEC says that it “originally
included disgorgement in its prayer for relief” because it “has the statutory authority” to do so.
SEC Mem. 21. It has dropped that request because “the SEC has not historically obtained
disgorgement in standalone Section 13(d) violations resolved through settlement.” Id. Perhaps that
is fair, or perhaps not—but query what that says about the propriety of settling in the first place.
Another important feature of the proposed consent judgment is the injunction against the
Trust. On this score, the Court has fewer concerns. The SEC represents—and Mr. Musk appears
to agree—that the injunction also binds Mr. Musk in his capacity as trustee of the Trust

Ann M. Lipton@annmlipton· Jul 8

This is not to say that this settlement is run-of-the-mill. The SEC admits that it has never
before “settled a Section 13(d) violation with a trust without the trustee or beneficiary.” SEC
Mem. 8. And the Trust seems like a particularly odd candidate for the SEC to break that new
ground—after all, as mentioned, the Trust is a revocable trust with Mr. Musk as its sole trustee
and beneficiary. See Mark L. Ascher, The Grantor Trust Rules Should be Repealed, 96 Iowa L.
Rev. 885, 930 (2011) (“A revocable trust is basically just the settlor’s brokerage account in
different clothes.”). As Mr. Musk tells it, he and the Trust “are neither alter egos nor wholly
distinct: Mr. Musk is the sole trustee and sole beneficiary of the Revocable Trust during his
lifetime such that his interests and the Trust’s are fully aligned.” Musk Mem. 23–24 (citation
omitted). That degree of alignment, however, is consistent with the Trust being Mr. Musk’s alter
ego. And as the Court previously asked, “[i]f the Trust is an alter ego or some extension of
Mr. Musk, why isn’t relief running against Mr. Musk, as opposed to the Trust?” May 13 Status
Conference Tr. 7:21–23. The SEC candidly admits that the answer is because it “was a request by

[Mr.] Musk and a compromise by the SEC.” SEC Mem. 7. The Court is left to wonder whether the
SEC will afford other alleged securities-law violators such solicitude. Or is this a one-time deal
designed for Mr. Musk negotiated without the involvement of the SEC lawyers litigating this case?
Although these curiosities raise an eyebrow, the Court cannot say that they render the
proposed consent judgment unfair or unreasonable under the governing law. The Parties have

Ann M. Lipton@annmlipton· Jul 8

- asked for more information. Today, she approved. Some excerpts:

A court presented with a consent judgment is not a rubber stamp. But neither is it an
ombudsman. This Court is limited to evaluating whether the proposed consent judgment meets
minimum standards of fairness and reasonableness, or whether it instead “make[s] a mockery of
judicial power.” United States v. Microsoft Corp., 56 F.3d 1448, 1462 (D.C. Cir. 1995). Although
the Court has significant misgivings about the settlement reached in this case, it cannot say that
the settlement meets that high threshold. That means that this Court must accept the Parties’
consent judgment. Whether the Executive Branch (through the SEC) has done enough to hold
Mr. Musk to account for his alleged violation is, like many other issues, for our citizenry to decide
at the ballot box.

Ann M. Lipton@annmlipton· Jul 7

This MFA comment opposing semi-annual reporting makes a really, really critical point. The SEC is proposing to get rid of everything, all at once, a wholesale tearing out at the roots key pillars of sec reg of the last 50 years www.sec.gov/comments/S7-...