Defense attorneys say the vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out in her January ruling, are adamant that Musk is entitled to the pay package. Photo via cdn.britannica.com

Attorneys for Elon Musk and Tesla’s corporate directors are asking a Delaware judge to vacate her ruling requiring the company to rescind a massive and unprecedented pay package for Musk.

Friday's hearing follows a January ruling in which Chancellor Kathaleen St. Jude McCormick concluded that Musk engineered the landmark 2018 pay package in sham negotiations with directors who were not independent. The compensation package initially carried a potential maximum value of about $56 billion, but that sum has fluctuated over the years based on Tesla's stock price.

Following the court ruling, Tesla shareholders met in June and ratified Musk’s 2018 pay package for a second time, again by an overwhelming margin.

Defense attorneys say the vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out in her January ruling, are adamant that Musk is entitled to the pay package.

“Honoring the shoulder vote would affirm the strength of our corporate system,” David Ross, an attorney for Musk and the other individual defendants, told McCormick. “This was stockholder democracy working.”

Ross told the judge that the defendants were not challenging the factual findings or legal conclusions in her ruling, but simply asking that she vacate her order directing Tesla to rescind the pay package.

McCormick, however, seemed skeptical of the defense arguments, peppering attorneys with questions and noting that there is no precedent in Delaware law for allowing a post-trial shareholder vote to ratify adjudicated breaches of fiduciary duty by corporate directors.

“This has never been done before,” she said.

Defense attorneys argued that, while they could find no case that is exactly comparable, Delaware law has long recognized shareholder ratification as a cure to corporate governance errors, and has long acknowledged the “sovereignty” of shareholders as the ultimate owners of a corporation.

“I candidly don’t see how Delaware law can tell the owners of the company that they’re not entitled to make the decision they made,” said Rudolf Koch, an attorney for Tesla.

Donald Verrilli, a lawyer for an induvial stockholder who owns more than 19,000 Tesla shares, suggested that it would be wrong for the lone shareholder who filed the lawsuit to thwart the will of the majority of Tesla shareholders. At the time the lawsuit was filed, the plaintiff owned just nine shares of Tesla stock.

“The voice of the majority of shareholders should matter…. This lawsuit is not representing the interest of the shareholders," Verrilli said.

Thomas Grady, an attorney for a group of Florida objectors who own or manage almost 8 million Tesla shares with some $2 billion, argued that for McCormick to rule for the plaintiff, she has to “disenfranchise” all other Tesla shareholders.

Greg Varallo, an attorney for the plaintiff, urged McCormick not to give any credence to the June shareholder vote, saying it has no legal precedent in Delaware or anywhere else. There also is no reason for the court to reopen the trial record and admit new evidence, he said.

Under Delaware law, stockholders have no authority to overrule courts by trying to use a post-trial ratification vote as a “giant eraser,” Varallo argued.

“Ratification is not magic, and it never has been,” Varallo added. “This should end here and now.”

McCormick gave no indication on when she would rule. She also has yet to rule on a huge and unprecedented fee request by plaintiff attorneys, who contend that they are entitled to legal fees in the form of Tesla stock valued at more than $7 billion.

Shareholders of the electric vehicle and solar panel company are voting on the package, with the results to be tabulated at Tesla's June 13 annual meeting. Photo via cdn.britannica.com

Elon Musk sees more resistance against his multibillion dollar pay package

just say no

A second shareholder advisory firm has come out against reinstating a pay package for Tesla CEO Elon Musk that was voided earlier this year by a Delaware judge.

ISS late Thursday joined Glass Lewis in recommending against the package, recently valued by the company at $44.9 billion but in January had a value of about $56 billion.

Shareholders of the electric vehicle and solar panel company are voting on the package, with the results to be tabulated at Tesla's June 13 annual meeting.

ISS said in its recommendations on Tesla's proxy voting items that Musk's stock-based package was outsized when it was approved by shareholders in 2018, and it failed to accomplish board objectives voiced at that time.

The firm said that Tesla met the pay package’s performance objectives, and it recognized the company's substantial growth in size and profitability. But concerns about Musk spending too much time on other ventures that were raised in 2018 and since then have not been sufficiently addressed, ISS said.

“The grant, in many ways, failed to achieve the board’s other original objectives of focusing CEO Musk on the interests of Tesla shareholders, as opposed to other business endeavors, and aligning his financial interests more closely with those of Tesla stockholders,” ISS wrote.

Also, future concerns remain unaddressed, including a lack of clarity on Musk's future compensation and the potential for his pay to significantly dilute shareholder value, ISS wrote.

Musk plays big roles in his other ventures including SpaceX, Neuralink and the Boring Company. Last year he bought social media platform X and formed an artificial intelligence unit called xAI.

Last week the other prominent proxy advisory firm, Glass Lewis, also recommended against reinstating Musk's 2018 compensation package. The firm said the package would dilute shareholders' value by about 8.7%. The rationale for the package “does not in our view adequately consider dilution and its long-lasting effects on disinterested shareholders,” Glass Lewis wrote.

But in a proxy filing, Tesla said that Glass Lewis failed to consider that the 2018 award incentivized Musk to create over $735 billion in value for shareholders in the six years since it was approved.

“Tesla is one of the most successful enterprises of our time,” the filing said. “We have revolutionized the automotive market and become the first vertically integrated sustainable energy company."

Tesla is struggling with falling global sales, slowing electric vehicle demand, an aging model lineup and a stock price that has tumbled about 30% this year.

Tesla asked shareholders to restore Musk's pay package after it was rejected by a Delaware judge this year. At the time, it also asked to shift the company’s legal corporate home to Texas.

Glass Lewis recommended against moving the legal corporate home to Texas, but ISS said it favored the move.

California’s public employee retirement system, which holds a stake in Tesla, said it has not made a final decision on how it will vote on Musk’s pay. But CEO Marcie Frost told CNBC that as of Wednesday, the system would not vote in favor. CalPERS, which opposed the package in 2018, said it will discuss the matter with Tesla “in the coming days.”

In January, Delaware Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to the landmark stock compensation that was to be granted over 10 years.

Ruling on a lawsuit from a shareholder, she voided the pay package, saying that Musk essentially controlled the board, making the process of enacting the compensation unfair to stakeholders. “Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf,” she wrote in her ruling.

In a letter to shareholders released in a regulatory filing last month, Tesla Chairwoman Robyn Denholm said that Musk has delivered on the growth it was looking for at the automaker, with Tesla meeting all of the stock value and operational targets in the 2018 package. Shares at the time were up 571% since the pay package began.

“Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value,” Denholm wrote. “That strikes us — and the many stockholders from whom we already have heard — as fundamentally unfair, and inconsistent with the will of the stockholders who voted for it.”

Tesla posted record deliveries of more than 1.8 million electric vehicles worldwide in 2023, but the value of its shares has eroded quickly this year as EV sales soften.

The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year. Future growth is in doubt and it may be a challenge to get shareholders to back a fat pay package in an environment where competition has increased worldwide.

Starting last year, Tesla has cut prices as much as $20,000 on some models. The price cuts caused used electric vehicle values to drop and clipped Tesla’s profit margins.

In April, Tesla said that it was letting about 10% of its workers go, about 14,000 people.

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Houston subsea firm Zupt acquired in offshore tech deal

m&a activity

Houston-based Zupt LLC, a provider of advanced metrology, inspection, and engineering services for offshore energy and renewable projects, has been acquired by Columbus, Ohio-based Rosenxt Holding USA for an undisclosed amount.

Rosenxt says the deal, which closed July 21, represents another step in its long-term strategy to build a portfolio of technology and engineering capabilities for the subsea market in the energy sector.

“Our ambition has always been to think decades ahead,” Hermann Rosen, chairman of Switzerland-based Rosenxt Group, the parent company of Rosenxt Holding USA, said in a news release.

“The future of subsea and offshore industries will be shaped by intelligent technologies that fundamentally change how critical infrastructure is explored, installed, inspected and operated,” he added. “Zupt is another important building block in this vision.”

Rosenxt says offshore operators and installation contractors face pressure to execute subsea projects more efficiently amid workforce shortages, weather concerns, tougher safety standards, and rising capital and operating expenses.

“The offshore sector continues to embrace technologies that enhance data quality, reduce operational risk, and improve decision-making across the asset lifecycle,” Houston M&A attorney Amelia Zhang, who led law firm Norton Rose Fulbright’s representation of Zupt, added in the release.

Rosenxt provides services for the subsea market that combine sensing, robotics, AI, analytics and engineering. Zupt complements those services with offerings for operations, such as high-resolution 3D inspection, digital twin generation, and inspection and engineering technologies for subs.

Zupt President Keith Vickery founded the company in 2005.

Vickery says Zupt “has focused on solving some of the subsea industry’s most demanding marine construction and inspection challenges through innovative engineering, operational experience, and close collaboration with our customers.”

Mordor Intelligence estimates the value of the subsea market will climb from $19.75 billion this year to $25.03 billion in 2031. North America represents the largest segment of the global market.

Houston energy tech company Molecule makes gas operations acquisition

software acquisition

Houston-based energy trading risk management (ETRM) software company Molecule has announced the acquisition of Dallas-based Trilogy Energy Solutions.

Molecule CEO Patrick Smith called the deal a "defining moment" for the company, as it allows Molecule's platform to expand to include physical gas operations.

“For years, this industry has drawn the ETRM box too small, creating inefficient silos by treating trading and physical operations as separate budgets and separate problems, when the real cost lives in the handoffs between them," Smith said in a news release. "Trilogy’s domain expertise in physical gas operations closes that gap. Together, we can give producers, midstream operators, and trading desks something the market has been asking for: a single, integrated view from wellhead to trading desk, without the manual reconciliation, spreadsheet workarounds, and legacy handoffs that slow the industry down.”

Trilogy, founded in 2014, is a provider of cloud-based software for the day-to-day logistics of physical natural gas operations. The platform allows users—including producers, marketers, midstream companies, pipeline operators and others—to manage activities such as pipeline nominations, gas gathering operations and more. Thus far, Molecule's platform has focused on energy trading and managing financial and commercial activities.

Through the acquisition, the combined company will now offer a full-stack enabled ETRM and energy operating system. Users of both platforms can expect continuity of service, according to the companies.

“Molecule has always been about meeting trading teams where they actually work, focused on being fast, accurate, and deeply integrated into their day-to-day workflow,” Sameer Soleja, founder and president of Molecule, added in the release. “Bringing Trilogy into the Molecule family extends that mission from the trading desk into the physical operations of the gas business. The two platforms complement each other exceedingly well, and the combined product will be able to offer all-in-one capabilities that lead the ETRM market, both in its tech-forward nature, and in its depth.”

Molecule expects the combined platform to help users reduce manual month-end close work, cut costs, and improve data accuracy and decision-making.

Trilogy's Chief Product Officer Jeremy Frye will join the Molecule team, along with others from Trilogy.

“Trilogy has spent decades building the trust of companies across the physical natural gas industry by delivering software that stands up to the demands of physical gas operations... It’s a rare combination that brings the best of both worlds, and I’m energized about what our teams will build together,” Frye added in the release.

California-based Sundance Growth, an existing investor in Molecule, supported the acquisition. The software growth equity firm raised a $125 million debut fund in 2025 and focuses on B2B SaaS companies.

Sundance led Molecule's Series B round, which closed last summer for an undisclosed amount. At the time, Soleja said the funding would allow Molecule to "double down on product innovation, grow our team, and reach even more markets."