ADVERTISEABOUT USSUBMIT A STORYSUBSCRIBETERMS OF USEPRIVACY POLICY
Visit our family of Brands

Tesla attorneys ask judge to vacate decision invalidating massive pay package for Elon Musk

a request

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.

From Your Site Articles
Ad Placement 300x100
Ad Placement 300x600

CultureMap Emails are Awesome

Property Showcase

Meta and OpenAI agree to follow Texas’ new standards for data centers

data demands

Meta Platforms, the parent company of Facebook and Instagram; OpenAI, the owner of ChatGPT; and other tech companies have agreed to follow Texas’ new standards for the development of data centers.

As Texas politicians respond to communities’ increased pushback against power- and water-dependent data centers, Gov. Greg Abbott recently established guidelines for data center projects. President Trump and Gina Jinojosa, a Democrat who will oppose Abbott in the November election, have leveled criticism about the new rules.

Abbott recently directed the Public Utility Commission of Texas and Electric Reliability Council of Texas (ERCOT) to ensure data centers:

  • Pay for their electrical infrastructure instead of shifting costs to families and small businesses
  • Reuse their own water
  • Reduce the cost of electricity for Texans
  • Prevent disruption to residential neighborhoods
  • Eliminate reliance on taxpayer-funded financial incentives

Abbott and Trump differ over data center ‘guardrails’

After releasing the guidelines, Abbott put a moratorium on new data centers in the state.

Abbott directed the Public Utility Commission and ERCOT to audit all data center projects going through ERCOT’s approval process for connecting to the state’s power grid. The two agencies must complete their review before a data center project can join the grid. Any project that fails to comply with the agencies’ requirements won’t be permitted access to the grid.

“I established clear guardrails to ensure data centers protect our electric grid, conserve our water, respect our neighborhoods, and pay their own way,” Abbott, who’s running for a fourth consecutive term as governor, said in a news release. “They must not pass costs on to Texas families or interfere with their quality of life.”

Abbott has hailed Texas as “the epicenter of AI development.”

In a recent interview with Punchbowl News, President Trump questioned the data center rules imposed by Abbott, a fellow Republican.

“I saw Texas the other day sort of is against data centers,” Trump said. “I think it’s a mistake. And I’m not taking positions, I just think it’s a mistake, because there are other communities that want it. When a community wants it, it means a lot of money is going to come into that community.”

In a statement, Gina Hinojosa, the Democratic nominee for Texas governor, stresses that the governor’s data center standards don’t wield the same power that laws would.

“We need a moratorium on data centers until the legislature can meet to put in place real protections so Texans can have a seat at the table to decide if and how data centers come into their communities,” Hinojosa said. “When the companies being regulated are cheering for the rules, you know the rules were written for them, not for Texans.”

The Texas Tribune has identified at least 248 planned data centers in the state, with perhaps hundreds more that aren’t as far along in the development process. At least 355 data centers already operate in Texas. The majority of the new data centers will help power AI software and services.

Meta promises it will be ‘paying our own way‘

In a blog post, Meta commends Abbott’s data center initiative. Meta and investment manager BlackRock are investing more than $10 billion to build a data center campus in El Paso. The 12-building campus, expected to go online in 2028, will be capable of delivering 1 gigawatt of computing power to support Meta’s AI technology.

BlackRock will own 80 percent of the project, and Meta will own the remaining 20 percent.

Meta’s two other Texas data centers are in Fort Worth and Temple.

“Whether it’s creating jobs, growing opportunities for local businesses, or improving energy and water infrastructure, we’re committed to strengthening communities and paying our own way,” Meta says of Abbott’s directive.

OpenAI commits to helping Texas maintain AI leadership

In an Aug. 7 letter to Abbott, OpenAI says it, too, will follow Texas’ data center standards. In fact, the company says the standards reflect practices it already applies to data center projects.

“Texas has built a strong environment for innovation, energy, and economic growth,” the company says. “OpenAI wants to help Texas remain a national leader in AI while demonstrating that this growth can be responsible, reliable, and beneficial to Texans.”

OpenAI is building a $470 million data center in Milam County, and last year it launched operations at a data center campus in Abilene as part of its $500 billion Stargate initiative with Oracle and SoftBank.

Abbott’s office also announced Aug. 11 that EdgeConneX and Stream Data Centers have also pledged to comply with the regulations. Read more here.

ExxonMobil expands Gulf Coast CCS business with Louisiana deal

carbon contract

Spring-based energy powerhouse ExxonMobil has picked up another project in the carbon capture and storage (CCS) market.

Natural gas pipeline operator Williams Cos. has tapped ExxonMobil to transport and store up to one metric ton per year of CO2 from Williams’ natural gas collection and processing plant in southwest Louisiana’s Haynesville Shale.

Williams will transport natural gas via its Louisiana Energy Gateway pipeline, then process the natural gas and deliver it to the Gulf Coast for export as liquefied natural gas (LNG). The LNG will be used in power generation, residential and commercial heating, and industrial processes.

Williams recently agreed to acquire Momentum Midstream for up to $5.5 billion to expand Williams’ LNG presence in the Haynesville Shale. Haynesville is the country’s third-largest producer of natural gas.

Once the deal closes, Williams will own a $1.5 billion project in southwest Louisiana that will expand capacity of the Transco natural gas distribution system. The system serves power and LNG-export customers. Williams will also gain over 4,000 miles of pipeline and more than one million acres.

While Williams is based in Tulsa, Oklahoma, it has a significant presence in Houston. Last month, Green Street’s Real Estate Alert reported Williams bought the 64-story, 1.4 million-square-foot Williams Tower south of The Galleria from Invesco Real Estate for more than $300 million. The company will occupy about 360,000 square feet in the skyscraper for its Houston hub.

Williams employs about 800 people in Bayou City, including roughly 700 who work at Williams Tower, and plans to hire another 100 by the end of this year.

The Williams deal is ExxonMobil’s seventh CCS contract. ExxonMobil’s CCS portfolio supports LNG, lower-carbon-intensity steel, ammonia, natural gas processing, industrial gases and methanol.

ExxonMobil has established a “carbon superhighway” along the Gulf Coast to fuel its CCS business. The company owns and operates a more than 1,300-mile CO2 pipeline system, the largest in the U.S.

“Carbon capture is becoming an increasingly important part of industrial operations, but capture alone doesn’t solve the problem of high emissions,” says ExxonMobil. “What matters next is how CO2 is transported, used, and stored.”

ExxonMobil’s CCS initiatives are aimed at capturing a chunk of the rapidly growing CCS market in the U.S. Straits Research forecasts the market will grow from $5.66 billion this year to $13.56 billion by 2034.

“It’s not every day you get to witness the birth of a new American industry, but that’s exactly what’s happening right now at the U.S. Gulf Coast,” Dominic Genetti, senior vice president of CCS at ExxonMobil, wrote in an article published last year on the company’s website.

Fervo Energy, Mercury Fund leaders named first experts in residence for TEX-E

energy mentors

Two leading companies in Houston's clean energy scene have been named the Texas Exchange for Energy & Climate Entrepreneurship's first experts in residence.

TEX-E announced this month that Houston-based geothermal unicorn Fervo Energy and venture capital firm Mercury Fund have joined the nonprofit's new Expert-in-Residence partnership. The program aims to connect TEX-E Fellows with "the people and organizations shaping the future of energy and entrepreneurship."

The 2026 TEX-E Fellows were named in June and include 67 students from six Texas universities and the Massachusetts Institute of Technology. Nineteen are from Houston universities. See the full list here.

Through the Expert-in-Residence program, fellows will be able to network and work with:

"More than anything, students need the determination and creativity to step outside of their comfort zones and tackle problems that lack clear answers. At Fervo, we've consistently bet on young people who lack traditional 'hard skills' but are willing to embrace uncertainty and learn on the job. That open-mindedness will take students far," Jewett said in a prepared statement. Fervo named Jewett as COO in June.

TEX-E was founded in 2022 through partnerships with MIT Martin Trust Center for Entrepreneurship and Greentown Labs. It works with university students from six schools: Rice University, University of Houston, Prairie View A&M University, The University of Texas at Austin, Texas A&M University and MIT.

The organization named Houston venture capital and innovation leader Sandy Guitar as its new executive director last year. Guitar previously served as general partner and managing director at Houston-based VC firm HX Venture Fund and is co-founder of Weathergage Capital.

TEX-E is known for its student track within the Energy Venture Day and Pitch Competition at CERAWeek. It awarded $50,000 to student teams from the University of Texas and Rice University. Read more here.

View All Listings