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Solar City to Consider Takeover Bid

Solar City, the solar power firm that received a takeover bid from Tesla Motors, has started dealing with a series of potential conflicts of interest by announcing that the proposal is to be considered by a special committee of directors.

Although the committee is made up of just two of Solar City’s eight board directors, it does feature one who was previously on the board at Tesla.

This overlap is indicative of the difficulties faced by the solar company in persuading shareholders that it will take an objective and unbiased approach to the takeover approach.

The committee will also be required to lay the foundations for what experts believe will result in an inevitable legal challenge is the deal were to be finalised.

Elon Musk, chief executive officer at Telsa and chairman of Solar City, owns over 20% in both organisations, which has prompted further questions about possible conflicts of interest when the takeover bid was revealed last week.

Antonias Gracias, an investor who holds a place on both company boards, said, along with Mr Musk, that they will not vote their shares in either firm in future shareholder votes on the proposed deal.

However, the company ties go much further than this, with just one of Solar City’s eight person board having no current or former connection to Tesla.

Earlier in the week, the solar firm constructed a special committee which has “exclusive authority” to consider the organisation’s value creation opportunities and its long term business plan.

One of the committee members, Nancy Pfund, is a venture capital investor who was formerly a Tesla board member before its public offering back in 2010, while committee chair, Donald Kendall, has no former ties. Lazard and Skadden Arps advised the committee.

There are now just three directors who can still vote on any future offer – John Fisher, Ms Pfund and Mr Kendall.

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BDC 316 : May 2024