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.

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What to expect from the 2025 Greentown Labs' Climatetech Summit Houston

where to be

Greentown Labs' Climatetech Summit Houston will take place next Tuesday, Nov. 4, bringing together philanthropists, executives and innovators in the energy transition space.

John Arnold, co-founder and co-chair of Arnold Ventures, will participate in the keynote fireside chat with Greentown CEO Georgina Campbell Flatter. The conversation will explore "top priorities and opportunities in energy innovation today—with a special focus on how these dynamics are playing out in Houston," according to Greentown.

Other highlights will include:

  • Welcome remarks from Houston Mayor John Whitmire
  • A course led by TEX-E Executive Director Sandy Guitar
  • A philanthropy panel featuring Greentown Labs new Head of Philanthropy Stacey Harris
  • The Energy Jobs of the Future, featuring Sameer Bandhu, GE Vernova’s managing director, ventures and licensing
  • An Energy-transition Roadmap, featuring Monica Krishnan, Hermann Lebit and Bobby Tudor
  • What is Climatetech? featuring Kyle Judah, Emerson Denka Wangdi, Laureen Meroueh and Head of Greentown Houston Lawson Gow

Five Greentown Labs startups will also present their pitches at the event. Expect to hear from:

  • MCatalysis Inc. CEO, President, and Founder Michael D. Irwin. Dallas-based MCatalysis develops novel, high-efficiency industrial microwave processes and catalysts to produce low-cost, clean synthetic fuels and chemicals from waste carbon resources.
  • Pike Robotics CEO and co-founder Connor Crawford. Austin-based Pike Robotics provides next-gen robotic solutions for in-service inspection of floating roof storage tanks.
  • Helix Earth CEO and co-founder Rawand Rasheed. Houston-based Helix Earth retrofits commercial HVAC systems to improve energy efficiency.
  • 10DQ CEO Steven Reece. Greentown Boston member 10DQ has developed its Redox Loop Battery, which uses novel, water-based electrolytes to store energy in dense, low-cost, earth-abundant battery materials.
  • Janta Power CEO Mohammed Njie. Dallas-based Janta Power is developing 3D solar towers.

In addition to the startup pitches, attendees will also be able to meet founders and Greentown members during the afternoon startup showcase. A networking reception at Axelrad Houston follows. A separate ticket offers admission to the showcase and networking event only.

See the full agenda here.

California company launches Tesla Megapack battery project in Houston area

power on

Oakland, California-based Nightpeak Energy announced earlier this month that its 150-megawatt battery storage project in Brazoria County, known as Bocanova Power, is now operating to address Houston’s peak capacity needs.

“This battery storage project will enhance grid reliability in the Alvin area while continuing to support integrating renewable energy,” Cary Perrin, president and CEO of the Northern Brazoria County Chamber of Commerce, said in a news release. “I believe we need energy storage now more than ever for its pivotal role in reducing strain on the grid while meeting fast-growing power demand in Texas and Brazoria County."

The project reached commercial operation in August, according to the release. The project utilizes Tesla's Megapack 2 XL battery storage system, and the facility operates under a long-term power purchase agreement with an undisclosed “investment-grade power purchaser.”

“Bocanova Power demonstrates the speed at which Nightpeak Energy is overcoming complex challenges to energize projects that support America's growing need for affordable, reliable, and secure energy,” Paris Hays, co-founder and CEO/CDO of Nightpeak Energy, added in the news release. “Unprecedented AI data center and manufacturing growth has only accelerated the need for these resources.”

Hays added in the release that the company has plans for more energy infrastructure projects in Texas and in the Western U.S.

Nightpeak Energy develops, owns and operates power plants that support the growing capacity needs of a decarbonized grid. It also owns and operates 240 MW of battery storage and natural gas generation facilities.

The company was founded in 2022 and backed by equity funding of up to $200 million from Dallas-based investment firm Energy Spectrum Capital.

Texas ranks low on most energy-efficient states report

by the numbers

Texas has room to improve when it comes to energy efficiency, recent data from WalletHub shows.

The personal finance website ranked Texas at No. 35 on the latest Most & Least Energy-Efficient States list. Texas improved by one spot on the 2025 report, after coming in at No. 36 last year.

The report measured and ranked the efficiency of auto energy and home energy consumption in the 48 U.S. mainland states based on data from the U.S. Census Bureau, National Climatic Data Center, U.S. Energy Information Administration and the U.S. Department of Transportation – Federal Highway Administration.

Texas earned an overall score of 50.60. It was ranked No. 27 for home energy efficiency and No. 41 for auto efficiency. By comparison, No. 1-ranked Vermont earned a score of 85.30, ranking No. 2 for home energy and No. 6 for out energy.

The top five overall states included:

  • No. 1 Vermont
  • No. 2 California
  • No. 3 Washington
  • No. 4 New York
  • No. 5 Massachusetts

South Dakota earned the top rank for home energy efficiency, and Massachusetts earned the top rank for energy efficiency.

“Energy efficiency doesn’t just help save the planet – it also helps save you money by lowering the amount of electricity, gas, oil or other types of energy you need to consume. While there are some steps you can take to become more energy-efficient on your own, living in the right area can give you a big boost," WalletHub analyst Chip Lupo said in the report. "For example, certain states have much better public transportation systems that minimize your need to drive, at least in big cities. Some places also have better-constructed buildings that retain heat better during the winter or stay cooler during the summer.”

According to the report, some progress is being made in increasing energy efficiency across the country. The U.S. Energy Information Administration expects 26 percent of electricity generation in 2026 will come from renewables. A number of them are being developed in the Houston area, including recent announcements like the Pleasure Island Power Collective in Port Arthur.

Still, Houston earned an abysmal ranking on WalletHub's greenest cities in the U.S. report earlier this year, coming in at No. 99 out of 100. Read more here.