By Tom Hals
(Reuters) -A trial court properly found that Tesla Inc
Musk was the biggest shareholder in both companies at the time of the deal and Tesla shareholders alleged he pushed the carmaker's board into the deal to bail out the billionaire's investment in the struggling rooftop solar company.
The state's highest court said that while a judge on the Delaware Court of Chancery erred in some portions of his analysis, his overall premise still supported his determination that Tesla paid a fair price for SolarCity.
Randall Baron, an attorney for the union pension funds and asset managers who sued, declined to comment.
The shareholders were appealing a 2022 ruling by Vice Chancellor Joseph Slights, who has since retired, that rejected shareholder claims that SolarCity was insolvent at the time of the deal.
They had argued that Slights wrongly relied on the market price for SolarCity, which the Tesla shareholders said was influenced by the solar panel company's selective disclosures about its finances.
They also argued that Slights determined after a 10-day trial in 2021 that Musk meddled in the deal but failed to hold him liable.
Shareholders wanted to force Musk to return the Tesla stock he received in the takeover, which at one point was worth $13 billion.
The Delaware Supreme Court said that the Slights' ruling was not "pitch perfect" but did not have to be and noted the "total collapse" of the shareholders' theory that SolarCity was insolvent.
"The trial court’s opinion is replete with factual findings and credibility determinations, and those determinations have not been challenged and decidedly weigh in favor of Musk," the court said in a unanimous 106-page opinion.
(Reporting by Tom Hals in Wilmington, Delaware; Editing by Mark Porter)
