While the court recognized errors in the fair price analysis, it agreed with the trial court’s determination that the acquisition was fair based on the evidence and credibility determinations.
The court also noted that the fair price case was overwhelmingly in favor of the acquisition.
Justice Karen Valihura, who authored the court’s opinion, emphasized the extensive expert testimony and evidence reviewed by the trial court.
The shareholders’ arguments focused on the failure to establish an independent committee to negotiate the deal and the alleged flawed analysis of the deal price. They contended that shareholders who approved the deal were not adequately informed.
However, the court found that the overall deal process was the result of fair dealing and rejected the claim that the acquisition was a last-minute bailout to rescue SolarCity from bankruptcy.
This ruling follows a previous settlement reached by other directors on Tesla’s board, who agreed to pay $60 million without admitting fault.
