Solarcity appoints a two-person committee to decide whether to sell to tesla

When Elon Musk's electric car company offers to buy Elon Musk's solar power company, you better believe things will get complicated. The two companies (Musk serves as chairman of

both) already work closely together —so closely that five of SolarCity's board members work at Tesla, are on Tesla's board or are related to someone who is. To ensure Tesla's

proposal to acquire all of the remaining SolarCity common stock is fairly evaluated, SolarCity's board of directors has appointed two people the exclusive right to make the decision for

the board — Donald Kendall and Nancy Pfund. More from Recode: Tesla has just put in an offer to acquire SolarCity For Pride 2016, Apple gave its employees this rainbow watch band This is

why your fears about artificial intelligence are wrong The overlap in executives highlights a deeper issue in the merger. It's not immediately clear what a tie-up between the two

companies would bring, and both companies operate at a loss. A merger might just make things worse. Kendall and Pfund will have to determine if the proposal will materially benefit SolarCity

shareholders and not just give Musk a way to consolidate his bets. Elon Musk David Paul Morris | Bloomberg | Getty Images Kendall, who is the CEO of investment management firm Kenmont

Solutions Capital, is the only person on the SolarCity board without a direct connection to Tesla. Pfund, on the other hand, is the founder and managing partner of DBL Investors, which

invested in Tesla and served on the car company's board before the company went public. All but one of the other SolarCity board members — company chairman Musk; CEO and Musk's

cousin Lyndon Rive; CTO and other Musk cousin Peter Rive; CEO of Valor equity partners and Tesla board member Antonio Gracias; and Tesla co-founder and CTO J.B. Straubel — have recused

themselves from voting on whether to accept Tesla's $2.8 billion offer. John Fischer, who is a partner in Tesla and Solar City investor Draper Fisher Ventures, has not officially

recused himself. In a letter Tesla's board of directors sent to SolarCity's CEO, the company offered to buy all of SolarCity's remaining common stock in exchange for

Tesla's common shares for $26.50 to $28.50 a share. —_By Johana Bhuiyan, __Recode.net__._ _CNBC's parent NBCUniversal is an investor in Recode's parent Vox, and the companies

have a content-sharing arrangement._