EXPOSED: Letitia James Can Put Elon Musk in Prison for Over 100 Years. Here Are the Receipts.
The Martin Act once again opens the door for accountability against those who think they're above the law.
In January 2024, Delaware Chancellor Kathaleen McCormick examined the evidence behind Elon Musk’s fifty-six billion dollar compensation package and found fraud.¹ Tesla’s proxy materials told shareholders the directors who approved the package were independent. They were not. The Compensation Committee chair had known Musk for fifteen years. Another committee member carried a twenty-year business relationship with him, vacationed with him regularly, and attended his wedding. Tesla’s general counsel was Musk’s former divorce attorney, a man who grew emotional during his deposition when discussing his client.² The proxy statement called these directors independent, and the court found that description inaccurate.
A state court examined the evidence, a judge found fraud, and Musk’s lawyers did what the most expensive lawyers in the country are paid to do: find the procedural technicality that lets their client keep the money.
On December 19, 2025, the Delaware Supreme Court reversed the remedy without disturbing those findings.³ The plaintiff’s lawyers had asked for complete rescission, and the court decided that remedy went too far. It restored the entire package, now worth approximately one hundred forty billion dollars.⁴ The factual findings of proxy fraud stand. The richest man in the world keeps the money anyway.
Every mechanism designed to hold Elon Musk accountable has a technicality his lawyers can exploit, and they have exploited every single one. The SEC settles for pocket change requiring no admission of wrongdoing. Civil juries apply standards demanding proof of reliance and damages. Delaware finds fraud and restores the compensation because the remedy was too extreme. Each system offers a technicality, and Musk’s lawyers have found it. The Martin Act offers no such technicality.
This report documents securities fraud violations by Elon Musk under New York’s Martin Act. The total statutory maximum exceeds one hundred years in state prison. Every piece of evidence cited here comes from federal court filings, SEC complaints, state administrative rulings, and Musk’s own public statements. The receipts are public, but the charges have not been brought. Yet.
A Martin Act conviction requires proof of one thing for a misdemeanor: that someone made a false statement or omitted a material fact in connection with securities, or engaged in conduct that deceives or tends to deceive the public.⁵ Intent, reliance, completed transactions, proven losses: none of these are elements of the offense. For a felony, the state must show intent to defraud through a systematic scheme targeting ten or more people.⁶ A Class B felony in New York carries eight and one third to twenty-five years in state prison.⁷
The Martin Act reaches any securities fraud that touches New York, and Musk’s conduct runs through the state like a wire. Tesla trades on NASDAQ, which is headquartered in New York.⁸ Every share of Tesla stock bought or sold on that exchange constitutes a securities transaction in New York. Every public statement Musk makes that moves Tesla’s price on a New York exchange is a statement made in connection with securities traded in New York, which is all the Martin Act requires. Twitter traded on the New York Stock Exchange before Musk took it private.⁹ The jurisdictional question answers itself: if the fraud touches a New York exchange, New York can prosecute.
What follows is a decade of false statements, each one documented in the public record. Each one produced an accountability mechanism that failed. Each failure of accountability traces back to a technicality the Martin Act does not offer.
On August 7, 2018, Musk told his 22 million Twitter followers: “Am considering taking Tesla private at $420. Funding secured.”¹⁰ The SEC complaint established that Musk had not secured funding. He had attended one meeting with Saudi Arabia’s sovereign wealth fund, lasting thirty to forty-five minutes, that covered none of the basics: no dollar amounts, no acquisition premiums, no ownership percentages.¹¹ He later admitted under oath that he estimated the likelihood of completing the deal at roughly fifty percent and that he chose the price of $420 because of its significance in marijuana culture.¹²
Tesla’s stock rose more than six percent that day.¹³ Musk had not notified the NASDAQ exchange before posting, violating rules requiring ten minutes advance notice for market-moving announcements.¹⁴ He consulted no one on Tesla’s board, no legal counsel, no financial advisor. Seventeen days later, he abandoned the plan entirely.
Two accountability mechanisms engaged, and both failed. The SEC settled with Musk and Tesla for forty million dollars combined.¹⁵ Musk stepped down as board chairman for three years and agreed to have a securities lawyer pre-approve any future statements about Tesla that could move markets. This has not occurred. Later, in May 2020, he tweeted “Tesla stock price is too high imo” without pre-approval, and the stock dropped twelve percent.¹⁶ A California jury later cleared him in a civil suit, deliberating for two hours.¹⁷
Musk promised autonomous driving on a timeline that escalated with each failure. A coast-to-coast self-driving trip by end of 2017¹⁸ became one million robotaxis by 2020,¹⁹ then Level 5 full autonomy that same year,²⁰ then unsupervised Full Self-Driving in Texas and California by 2025.²¹ When 2025 arrived, Tesla operated a limited pilot program with human safety monitors sitting inside the vehicles. None of the promised timelines came true.
On December 17, 2025, the California Department of Motor Vehicles said what securities regulators had declined to say. Administrative Law Judge Juliet Cox found Tesla’s marketing of its Full Self-Driving technology constituted deceptive practices, calling Tesla’s claims “actually, unambiguously false and counterfactual.”²²
The deception extends beyond software promises to hardware demonstrations. In October 2024, Musk held an event called “We, Robot” where he unveiled the Cybercab and displayed Optimus humanoid robots interacting with attendees.²³ Bloomberg reported two weeks later that employees stationed elsewhere controlled many of the robots remotely.²⁴ The head of the Optimus program admitted the robots were “human assisted to some extent.”²⁵ At a December 2025 event, an Optimus robot fell backward while handing out water bottles, and video captured it mimicking a human operator removing a VR headset before falling.²⁶ Tesla presented these robots to investors as demonstrations of autonomous artificial intelligence. They were controlled by people in another room.
The Twitter acquisition produced the cleanest pending case.
In early 2022, Musk began buying Twitter shares. By March 14, he owned more than five percent of the company.²⁷ Federal securities law required disclosure within ten calendar days. Musk filed on April 4, eleven days late.²⁸ During those eleven days, he purchased more than five hundred million dollars worth of additional stock while the price remained suppressed because the market did not know what he was doing.²⁹ The SEC calculated that his delayed disclosure allowed him to underpay by at least one hundred fifty million dollars.³⁰
The SEC filed suit in January 2025.³¹ On February 3, 2026, a federal judge denied Musk’s motion to dismiss, rejecting every constitutional argument his lawyers raised.³² The eleven-day delay is the offense, and the one hundred fifty million dollars is the motive a prosecutor can prove but does not even need.
Here is what the evidence supports: Grand Larceny in the First Degree based on the Twitter disclosure, a Class B felony carrying eight and one third to twenty-five years. Martin Act felonies for schemes to defraud investors through false FSD statements, false proxy statements, misrepresentations about Optimus, and concealment of the Twitter stake, each a Class E felony carrying one and one third to four years. Multiple Martin Act misdemeanors for individual false statements. If sentences run consecutively, the statutory maximum exceeds one hundred years.
The defenses write themselves, and the answers are already in the record. The FSD promises are protected by safe harbor, except safe harbor covers good-faith projections, not statements a state administrative body has ruled were lies. A jury already acquitted him, but that civil jury in California applied a standard requiring proof of reliance and damages; the Martin Act requires neither. The SEC already settled, but dual sovereignty means a state can prosecute crimes the federal government resolved civilly; New York prosecuted Trump for conduct federal prosecutors declined to touch. The Delaware case was reversed, but the Supreme Court reversed the remedy, not the factual findings; the court restored Musk’s compensation because it deemed rescission too extreme, not because it found Tesla’s disclosures were accurate. No one has ever gone to prison under the Martin Act for this, and that is a choice prosecutors have made, not a limitation the statute imposes.
Political reality presents the practical obstacle, and honesty requires naming it. Elon Musk is the richest person on earth, with a net worth exceeding eight hundred billion dollars.³³ He spent approximately two hundred ninety million dollars to help elect the current president.³⁴ He operates freely inside the executive branch. The attorney general who would bring a Martin Act case, Letitia James, was herself indicted by a federal grand jury in October 2025 on charges widely understood as retaliation for her prosecution of Trump.³⁵ Those charges were dismissed after two grand juries refused to indict, but the message was delivered.³⁶
These are not legal barriers but choices. The Martin Act requires no federal cooperation and no proof of reliance or damages. A presidential pardon cannot reach a state conviction. Every technicality that has allowed Musk to walk away from a decade of documented securities fraud does not exist under this statute.
New York Attorney General Letitia James has the authority to open a Martin Act investigation tomorrow morning. She can issue subpoenas, compel testimony, and bring criminal charges based entirely on state law. She does not need the SEC, the DOJ, or any federal official to sign off. She needs only to decide that documented securities fraud by the richest man in the world deserves the same treatment as documented securities fraud by anyone else.
We must end the era of presumption and tolerance of a justice system that finds infinite leniency for the haves and deeply punitive decisions for the have nots.
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Works Cited
Tornetta v. Musk, C.A. No. 2018-0408-KSJM, 2024 WL 343699 (Del. Ch. Jan. 30, 2024).
Tornetta v. Musk, 2024 WL 343699, at *14-16.
In re Tesla, Inc. Derivative Litigation, No. 534, 2024 (Del. Dec. 19, 2025).
Lambert, F. (2025, December 20). Delaware court reinstates Musk’s $55B pay package, penalizes him $1 instead. Electrek.
N.Y. Gen. Bus. Law § 352-c(1)(a).
N.Y. Gen. Bus. Law § 352-c(1)(c).
N.Y. Penal Law § 70.00(2)(b).
NASDAQ, Inc. (n.d.). Corporate headquarters, 151 W. 42nd Street, New York, NY.
Twitter, Inc. (2013, November 7). Form S-1 Registration Statement, New York Stock Exchange listing under ticker TWTR.
Musk, E. [@elonmusk]. (2018, August 7). Am considering taking Tesla private at $420. Funding secured [Tweet]. Twitter.
SEC v. Musk, No. 18-cv-8865, Complaint, ¶¶ 23-28 (S.D.N.Y. Sept. 27, 2018).
Kolodny, L. (2023, January 23). Elon Musk defends his old tweets in securities fraud trial in San Francisco. CNBC.
SEC v. Musk, Complaint, ¶ 41.
SEC v. Musk, Complaint, ¶ 39.
U.S. Securities and Exchange Commission. (2018, September 29). Elon Musk settles SEC fraud charges [Press release].
Kolodny, L. (2020, May 1). Tesla shares drop after Elon Musk says stock price is ‘too high.’ CNBC.
Stempel, J. (2023, February 3). Elon Musk and Tesla beat investor lawsuit over ‘funding secured’ tweets. Reuters.
Tesla, Inc. (2016, October 19). All Tesla cars being produced now have full self-driving hardware [Press release].
Tesla, Inc. (2019, April 22). Autonomy Day presentation transcript.
Kolodny, L. (2020, July 9). Elon Musk says Tesla is ‘very close’ to Level 5 autonomous driving technology. CNBC.
Hull, D. (2024, January 24). Musk says Tesla will test unsupervised FSD in Texas and California. Bloomberg.
California Department of Motor Vehicles v. Tesla, Inc., OAH No. 2022-09-0451 (Dec. 17, 2025).
Kolodny, L. (2024, October 10). Tesla unveils Cybercab robotaxi at ‘We, Robot’ event. CNBC.
Hull, D. (2024, October 24). Tesla’s Optimus robots were remotely operated at launch event. Bloomberg.
Kovac, M. (2024, October 25). Interview with The Verge.
Kolodny, L. (2025, December 15). Tesla Optimus robot falls at Miami event, video suggests remote operation. CNBC.
SEC v. Musk, No. 1:25-cv-00285, Complaint, ¶ 18 (D.D.C. Jan. 14, 2025).
SEC v. Musk (Twitter), Complaint, ¶ 21.
SEC v. Musk (Twitter), Complaint, ¶ 23.
SEC v. Musk (Twitter), Complaint, ¶ 31.
U.S. Securities and Exchange Commission. (2025, January 14). SEC charges Elon Musk with securities fraud for failure to timely disclose Twitter stake [Press release].
SEC v. Musk, No. 1:25-cv-00285, Order Denying Motion to Dismiss (D.D.C. Feb. 3, 2026).
Bloomberg Billionaires Index. (2026, February 4). Elon Musk profile.
Federal Election Commission. (2024). America PAC disbursements.
United States v. James, No. 1:25-cr-00412 (S.D.N.Y. Oct. 15, 2025).
United States v. James, Order of Dismissal (S.D.N.Y. Dec. 8, 2025).
Letter to AG James - sent - its long but I think makes the point
Dear Attorney General James,
This letter constitutes a formal complaint and request for investigation and enforcement under the New York Martin Act (General Business Law Article 23-A) concerning Elon Musk and entities under his control, including but not limited to Tesla, Inc. and X Corp. (formerly Twitter).
I submit this complaint based on a sustained, public, and well-documented pattern of conduct by Mr. Musk that appears to involve deceptive, misleading, and manipulative practices in connection with securities, investments, and market activity, conduct squarely within the scope of the Martin Act and your office’s enforcement authority.
Basis for Complaint
The Martin Act was enacted to protect the public and investors where traditional fraud statutes fail, and it expressly does not require proof of intent to defraud. It prohibits materially misleading statements, omissions, and practices that distort markets or investor decision-making. Mr. Musk’s conduct repeatedly meets this standard.
Specific, non-exhaustive examples include:
Tesla “Funding Secured” Statement (2018)
Mr. Musk publicly claimed he had secured funding to take Tesla private at $420 per share — a statement later proven false and resulting in SEC enforcement action. Despite that settlement, the conduct established a pattern of reckless market-moving statements with inadequate factual basis and investor harm.
Ongoing Misleading Statements Regarding Tesla Operations and Technology
Mr. Musk has repeatedly made public claims about Tesla’s production capacity, profitability, and autonomous driving capabilities that were later contradicted by regulatory filings, recalls, safety investigations, and internal disclosures. These statements materially affected Tesla’s valuation and investor expectations.
Apparent Non-Compliance With Disclosure and Oversight Obligations
Despite prior enforcement actions requiring review of market-moving communications, Mr. Musk has continued to issue unsupervised public statements that impact Tesla stock price and investor sentiment, raising serious questions about compliance and enforcement adequacy.
Cryptocurrency Market Manipulation
Mr. Musk has repeatedly used social media to promote, disparage, or joke about cryptocurrencies such as Dogecoin and Bitcoin, triggering extreme price volatility. These actions exposed retail investors to losses while benefiting insiders and large holders, behavior consistent with manipulative practices prohibited under the Martin Act.
Misrepresentations Surrounding the Acquisition and Operation of X (Twitter)
During and after the acquisition of X, Mr. Musk made inconsistent and misleading statements regarding financing, valuation, advertiser retention, platform stability, and revenue. These representations affected investors, lenders, and counterparties with significant New York exposure.
Erratic Corporate Governance and Selective Disclosure
Sudden executive terminations, abrupt policy reversals, and ad-hoc public announcements have materially affected valuation and investor confidence without adequate disclosure controls or transparency, undermining market integrity.
Public Interest and Enforcement Necessity
Taken together, these actions demonstrate a pattern of deceptive and misleading conduct, not isolated incidents. If such behavior were undertaken by any less powerful individual or corporation, it would almost certainly trigger immediate and aggressive enforcement.
The continued failure to hold ultra-wealthy actors accountable has created a dangerous precedent: a two-tiered system of justice in which financial penalties are treated as a cost of doing business and celebrity functions as immunity. This erosion of accountability directly undermines public trust in markets and in the rule of law.
Request for Relief
Accordingly, I formally request that the Office of the New York Attorney General:
• Open a Martin Act investigation into Elon Musk and relevant entities
• Subpoena communications, disclosures, and internal controls related to the conduct described above
• Pursue civil enforcement actions where violations are found
• Seek injunctive relief, penalties, and structural remedies sufficient to deter future misconduct
The Martin Act is one of the strongest investor-protection statutes in the nation. Its effectiveness depends on whether it is applied without fear or favor. If it cannot be used in circumstances this clear and this consequential, then its deterrent purpose is lost.
I submit this complaint in good faith and in the interest of protecting investors, market integrity, and public confidence in equal justice under law.
Respectfully submitted,
How can we help? What can we do? Is this situation unique in New York? What do you think is the most effective pressure point?
This seems like something that should be turned into a full court press.
Beautiful work, man.