Why would you? Just seize and liquidate his Telsa stock, and pay it to Twitter. Done, no jail needed.

Courts are entirely capable of seizing such assets.

How would the Delaware Chancery seize $44B worth of Elon Musk's TSLA shares?

They wouldn't. Here's how it works:

1) The court would issue a judgement for Twitter, against Musk, for $44b.

2) Musk would either voluntarily pay it by selling his own assets, or he would refuse. If he refuses, then:

3) Twitter would go about seizing and selling Musk's assets, until they have raised funds to cover the $44b judgement.

Twitter could levy whatever brokerage or account Musk uses to hold his shares. Somewhere there is an account which records the shares. Twitter would serve the entity managing the account with a levy, and order the shares be liquidated.

Thanks. Further questions:

(1) Would it be legal for him to own the brokerage?

(2) What if he moves all of his stock in offshore accounts?

1) Sure, but this wouldn't give him any protection. On the contrary, there would be a ton of extra liability and exposure if he were to refuse to process a levy.

Shares don't need to be held in a brokerage. There's always a process to identify and seize the property in question.

2) There's no such thing. TSLA is a US public company, traded on US exchanges. It's simply not possible for shares of the company to exist outside of US jurisdiction.

You can obtain paper copies of your stocks. Then they could be on Mars if you'd like.

Just having a share certificate doesn’t make it s bearer form. The corporation would have to set up this ahead of time. I don’t know the status of Tesla shares that he owns but it would be very weird if they aren’t registered securities. It would also raise a ton of questions if they started issuing bearer shares after a court injunction.

Stock certificates can be voided and reissued.

Tesla being a Delaware corporation, it would be within the power of the chancery court to order that very thing.

Order the legal entities which possess the shares to transfer ownership of them. Actually keeping track of stocks is complicated but ultimately a boring bureaucracy.

Thanks. Further questions:

(1) Would it be legal for someone to own the legal entity owning their shares of publicly traded companies?

(2) What if he moves all of his stock in offshore accounts?

The one used by most is DTCC, it’s basically owned by the banks who use it, not something that could be bought.

The legal entity which maintains the list of teslas owners is ultimately tesla, but that duty will be likely given to dtcc.

A stock is ultimately just an entry on a list maintained by the company, most offload the managing of the list to DTCC and usually the pointer isn’t to you but to your broker dealer.

There is no sense of being able to hide ownership overseas, we’re talking about an American company keeping a list that points to someone, that list can’t be offshored.

https://en.m.wikipedia.org/wiki/Depository_Trust_&_Clearing_...

A little more nuanced take: the transfer agent maintains a list of shareholders at the company's behest, the DTCC is one step further down the chain, operating as a clearinghouse between brokers and banks. The list of shareholders is managed by the company or it's bookkeeper, the "transfer agent". Insiders and people who own paper certificates are on the list kept by the transfer agent, directly owning their shares on the company's books, alongside Cede & Co (a partner of the DTCC), who owns the bulk of all publicly traded shares. Cede & Co, and it's partner, the DTCC, then maintain a list of which shares beneficially belong to each of the DTCC members (brokerages, banks). The brokerages and banks in turn maintain lists of which clients beneficially own the brokerage's shares.

For one commonly used transfer agent's take, see: https://www.computershare.com/us/becoming-a-registered-share...

Yeah for every explanation there’s another more complicated one, it’s a pretty crazy mess. A long chain of abstractions and not every one uses the same stack.

Note that the last time I checked, DTCC had over one quadrillion dollars of assets under management. They operate at a financial scale unlike any other entity on the planet.

For them, $44b is the crumb left behind after you've eaten the small potatoes.

Totally agree with not being able to hide owner ship (especially when are a director, major shareholder, and ceo) but I think DTCC is really only in the mix when you buy/sell shares via an exchange, and their focus is the settlement between brokers and exchanges. The registrar and transfer agent is who maintains the list of share holders (Computershare is the resgistrar and transfer agent for Tesla).

Thanks. I'm always curious about the practical logistics behind things.

He (or an entity he owns and controls) owns the shares, and and another company (computershare in the case of Tesla) maintains a list of all the shareholders (registrar and transfer agent). No one else “owns” them

He may just own the shares directly with the company (we’ve largely done away with paper share certificates). Or he may have transferred them to his broker (Morgan Stanley?) (who in turn might custody them with a custodian BNY Mellon?) who holds them on his behalf. If he then transferred those shares to say DBS in Singapore MS/BNY is going to inform computershare “fyi we just sent all those Elon musk shares to DBS in Singapore” and DBS is going to say (FYI we know have custody of all those Elon musk shares)..,and when you go looking for those shares all you have to do is go to computershare with a court order and say where are Elon’s shares, and they’ll be like, oh over at DBS in Singapore… and for all I know the registrar can probably just send a note to DBS in Singapore and be like (ahh we got a court order to transfer these shares to some other guys so we did, subtract $44b from his account)

All of this is a long winded way of saying that “shares” are just entries on a ledger maintained by the company or someone else on their behalf, which makes seizing them, typically pretty easy…

Well, Tesla is a Delaware company[1], so I assume they have some leverage.

1: https://sec.report/CIK/0001318605

Tesla didn't buy Twitter, Elon did.

Main chunk of his assets is Tesla stock, the Delaware incorporated company.

Who cares, why would Tesla be beholden for the actions of its largest shareholder? Musk is acting in a capacity completely outside of Tesla. To think that Tesla is somehow connected is disinformation.

Twitter's lawyers will pursue billions in remedies through every conceivable route, for decades if necessary.

> Twitter's lawyers will pursue billions in remedies through every conceivable route, for decades if necessary.

No they won't. This is Twitter, not Oracle.

Lawyers are lawyers

Yes, and they need to get paid in order to do something. Nobody really thinks that Elon Musk did something greatly terrible to Twitter by not buying it, this means Twitter will always get more crap from chasing Elon than not chasing him. It just happens to be that the payout will be big enough for them not care about the flak.

BUT, if Elon fights back hard, Twitter will have to stop.

No, but if the court orders it and he refuses, can that not be construed as contempt of court? People definitely go to jail for that.

That's criminal, not civil court.

Civil court works on fiscal, property to mitigate damage. If he is found to breach contract, a court could order seizure of assets (cash or property).

There could be punitive damages assessed too, if his actions are seen as purposefully malign.

Contempt of court is independent of the original cases criminal vs civil distinction.

You can have criminal contempt in a civil case and criminal contempt in a civil case. The rules vary by state but in PA it’s civil contempt is used to force people to comply where criminal is punishment for disobedience.

Are you under the impression that judges presiding over civil cases cannot exercise their inherent power (in some jurisdictions) to jail those in (severe) contempt of court?

To both replies, I agree contempt of court is a thing. I misspoke.

What I mean is, the remedy for non-compliance with contracts, is fiscal, seizure, penalties of thus nature.

The goal of civil court is not the state punishing, but instead, laying out compensation, for damages, to the harmed.

There is no contempt of court for not paying these damages.

> There is no contempt of court for not paying these damages.

Then how does the civil court function? If nobody follows the courts order, the court is redundantly illegitimate.

There is no ability to not comply. Seizure of assets is handled with financial institutions complying, and with the police backing up court seizures for physical assets.

No one is going to assault a cop, or have their bank shut down due to non compliance.

Where I am, what often happens is the damaged party has papers showing debt owed. It then becomes a colllection issue, sometimes, in some jurisdictions court takes an active role, in others, you have to do the work yourself.

Eg, you have to find their bank, hire a sheriff(the seizure kind), and go get what is now "your stuff".

If there was then a lot of America would become slaves by not paying their debts. There may be contempt here though if Elon does something to really piss off the courts.

But at that point it's not just non-compliance with a contract, its non-compliance with a court order.

Just take $54B of Tesla stock and give it to Twitter

That will certainly stop anyone from pulling this bullshit again!

If he has a judgement against him, couldn't they make it very hard for him to do any further business in Delaware? That could be quite a handicap.

Meh, there's 49 other states that a new company can be chartered. Sure, they all different pros/cons, but those will be better than nothing at all.