When Seth Weissman arrived at SolarCity in 2008, he was employee number 250 and the company’s first full-time lawyer. By the time he left his post as the company’s general counsel after Tesla acquired SolarCity last year, the company had about 12,000 employees, with 45 in the legal department. Weissman, who is being recognized this year as an In-House Impact Award winner for his work on the Tesla deal, explained to The Recorder how the job grew in complexity and how he helped SolarCity’s board navigate the transaction.
Your work on the SolarCity sale has been described as walking a “transactional tightrope.” For those unfamiliar with the deal, can you outline what was most unusual and—for you as the GC at least—most legally complex to navigate? I think the complication arose mainly because the companies had the same board chair (Elon Musk) and because there were others who were either on both boards, or who were close familial relations to Elon (Pete and Lyndon Rive, his cousins). Thus, SolarCity decided to create a special committee of the board of directors that would engage counsel and bankers to consider the deal and guide the process. This special committee consisted of two board members, one of whom was our audit chair. They worked incredibly hard. Board members usually don’t have to lead M&A deals, but in this case, they negotiated the deal, managed the lawyers and the bankers. In the end, 85 percent of the total shares voting approved the deal—and when you consider that at that time Elon owned 22 percent and did not vote—you see an overwhelming vote in favor of the deal. That shows me a really well-run process, with shareholders who really understood the intellectual underpinnings of the deal.
Besides the sale to Tesla, what would you say were the most challenging elements of your job at SolarCity? Nobody had ever attempted to do what we were doing. There was no “been there and done that” in the distributed solar industry. Every day we invented wheels and then the next day that wheel would look lumpy because what we thought was the best market approach did not turn out to be the most effective approach. Also, every day we would be challenged by incumbent utilities who did not want us competing on a level playing field with them. They did everything in their power to change the rules, to discredit the industry or to use their customers’ money to tilt the governing regulators to their positions. Of course, not every state had the same challenges, but that was part of the Rubik’s Cube. America has no centralized energy policy, so we literally had a different fight on our hands at the federal level, at the state level and sometimes even at the county or city level. I was employee 250 and when I left we had approximately 12,000 employees. When I joined I was the first full-time lawyer in the door and when I left we had 45 people in Legal alone, plus another 20 in Compliance and Risk Management, which also reported up to me.
Your LinkedIn profile lists you as FunEmployed. I suppose that’s one of the benefits and hazards of successfully selling your company as a GC? I knew that after 8.5 years at SolarCity I needed a break. Tesla is another company that is trying to do something that has never been done before. I knew from my friends and colleagues there just how hard that was, and knew that I could not be the husband and father I wanted to be and continue working with the intensity I had for so many years. I’ve taken 2017 off and traveled, got a puppy and have gone back to school to get my executive coaching certification from CTI. It’s been an amazing experience coaching successful and dynamic individuals, and I can’t wait to bring those skills back to work.
You’re looking for a new position, I gather. What are you looking for in your next position? Everything starts with a great executive team. One that trusts each other, that has productive and thoughtful conflict that results in solid buy-in about the company’s direction and ultimately allows the executives to hold each other accountable for their contributions to the company. Ideally, I will join a company that will allow me to have the impact on the people side of the business I really love. I’ve been the VP of HR twice now (including SolarCity until it reached 1,000 employees) and I really love that work. We are on the cusp of a new reality where leaders realize that a company really is a legal fiction—that companies are little more than a group of people working together for common goals. I want to be a part of that next generation of leaders that brings their authentic selves to work every day, and encourages everyone around them to do the same. I want to bring a strong culture of living in service to the teams we lead, knowing that we as leaders can never be any better than the men and women who do us the honor of placing their trust in us to lead them. I want to continue my passion for hiring high EQ diverse teams and then seeing them grow.