Oklahoma Firefighters Pension and Retirement System v. Musk et al.

BLB&G represents lead plaintiff Oklahoma Firefighters Pension and Retirement System in this securities class action brought on behalf of investors who sold Twitter, Inc. (“Twitter”) common stock between March 25, 2022, to April 4, 2022, inclusive (the “Class Period”). Plaintiff alleges claims arising under Sections 10(b) and 20(a) of the Exchange Act against Elon Musk, Jared Birchall, the Elon Musk Revocable Trust dated July 22, 2003, and Excession, LLC (collectively, “Defendants”). The Honorable Andrew L. Carter Jr. presides over the case.

This case arises from Defendants’ scheme to deceive Twitter investors regarding Musk’s interests in Twitter. Starting in January 2022, Elon Musk and his longtime personal advisor Jared Birchall conspired to buy Twitter stock at the cheapest price possible by hiding Musk’s massive ownership stake and activist interest in Twitter. During the Class Period, Defendants concealed Musk’s acquisition of more than 5% of Twitter stock—which they were legally required to disclose—and misrepresented Musk’s intent to influence the control of Twitter. Defendants’ scheme deprived investors who sold Twitter securities during the Class Period of critical information regarding the true value of their securities.

The truth began to be revealed only after Musk had spent the money he had earmarked to build his position in Twitter and Twitter had privately invited Musk to join its Board. Knowing that Twitter would soon disclose Musk’s massive ownership interest in Twitter, on April 4, 2022, Defendants filed a misleading SEC disclosure that announced Musk’s then-9.2% ownership stake but falsely represented that Musk was merely a passive investor in Twitter. On April 5, 2022, Musk’s activist intent was revealed when Twitter disclosed that he had agreed to join its Board. With the SEC investigating (unbeknownst to investors), Musk’s attorneys quickly filed a corrected Schedule 13D confirming his activist intent. In response to these disclosures, Twitter’s stock price soared nearly 40%. However, those investors who had sold their securities before Musk revealed his ownership interest—even though Musk was required to do so—were fraudulently deprived of enormous value for their securities. Following an intense legal battle, Defendant Musk ultimately acquired Twitter in a $44 billion takeover transaction that closed on October 27, 2022.

Case Status:

On March 28, 2025, the Court denied in substantial part Defendants’ motion to dismiss the First Amended Complaint. The parties have since resumed discovery.