Rick Van Zijl’s trial testimony was cited extensively in the Delaware Court of Chancery’s ruling in favor of Elon Musk.
Retained by Cravath, Swaine & Moore
Plaintiffs claimed that Elon Musk, chief executive officer of Tesla Inc., and other members of the board of directors breached their fiduciary duty to Tesla shareholders by acquiring SolarCity Corporation in an all-stock transaction in 2016. The shareholders argued that SolarCity was a failing company that was effectively bailed out by the acquisition.
Counsel for Mr. Musk retained Rick Van Zijl to address plaintiffs’ experts’ insolvency claims. Mr. Van Zijl was supported by Cornerstone Research.
Citing extensively to Mr. Van Zijl’s testimony, Vice Chancellor Joseph
Slights III concluded that the plaintiffs’ experts’ insolvency opinions lacked credibility.
In his trial testimony, Mr. Van Zijl drew upon three decades of banking and capital markets experience in leveraged finance and corporate restructuring to carefully rebut plaintiffs’ claims. Mr. Van Zijl:
- Performed an in-depth assessment of SolarCity’s complex financing model.
- Explained how SolarCity’s lease-based model generated long-term economic value but exposed the company to a period of constrained liquidity due to its rapid growth trajectory.
- Demonstrated the variety of operational and financial options available to SolarCity that would have addressed this short-term liquidity constraint absent Tesla’s offer.
- Described the shortcomings of the analyses proffered by the plaintiffs’ experts and explained how their insolvency opinions reflected a fundamental misunderstanding of SolarCity’s financing model.
- Highlighted the flaws in the plaintiffs’ experts’ analysis of SolarCity’s financial position and their claims regarding SolarCity’s ability to raise additional capital.
In 2022, after an eleven-day trial, Vice Chancellor Slights of the Delaware Court of Chancery ruled entirely in favor of Mr. Musk’s defense. Citing extensively to Mr. Van Zijl’s testimony, he concluded that the plaintiffs’ experts’ insolvency opinions lacked credibility, noting that, “[d]espite its cash problems,…SolarCity was still a valuable company in 2016” and that “SolarCity’s cash challenges were ramifications of rapid growth, not market disinterest in its product or poor business execution.”
In June 2023, the Delaware Supreme Court affirmed the Court of Chancery’s decision.