Forward of Tesla’s large shareholder vote, let’s re-read the decide’s opinion that received us right here


There was a foolish quantity of drama within the run-up to Tesla’s annual shareholder assembly on Thursday. The corporate is ready to carry a vote on “re-ratifying” the $56 billion compensation package deal awarded to Elon Musk in 2018, which was struck down by a Delaware Chancery Court docket decide earlier this yr. It’s going to additionally maintain a vote whether or not the corporate will change the placement the place it’s included from Delaware to Texas.

A few of Tesla’s greatest boosters are calling on the corporate’s “retail military” of shareholders to vote in favor of each, however with particular give attention to Musk’s compensation. It’s not clear what tangible affect the result of both vote may have. However Tesla executives and staff — together with some who principally by no means put up on social media — are merely begging for votes.

Throughout the breathless longform posts, Areas audio conferences, podcasts and myriad different calls to motion, the main focus has been skilled on the concept that Musk is owed this compensation as a result of he hit the targets agreed to on the outset. “A deal is a deal,” Tesla posted to its CEO’s social media platform X.

But, virtually nobody is discussing the substance of chancellor Kathaleen McCormick’s January ruling and its dominant theme: Musk holds a lot sway over Tesla and its board of administrators that there was no substantial negotiation when the corporate hammered out this cope with him in 2017-2018.

As an alternative, there have been accusations from the Tesla devoted of her being a “radical activist decide” — accusations which can be simply defanged as you learn by her examination of the proof of the case.

So, some homework then! To the Tesla followers, haters, shareholders and rubberneckers, right here it’s once more, embedded beneath. McCormick’s 201-page opinion is a radical however lucid learn. It’s price brushing up on it once more earlier than the vote takes place. On the very least, it’s a primer for the authorized battles which can be certain to proceed after Thursday’s vote.

Tornetta v. Musk Put up-Trial Opinion by Sean O’Kane on Scribd



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