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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Energy Tech Nexus announces international startups to pitch at Pilotathon

Ready, Set, Pitch

Energy Tech Nexus will host its Pilotathon and Showcase as part of Houston Energy & Climate Startup Week next Tuesday, Sept. 16, featuring insightful talks from industry leaders and pitches from an international group of companies in the clean energy space.

This year's event will center around the theme "Energy Access and Resilience." Attendees will hear pitches from nine Pilotathon pitch companies, as well as the 14 companies that were named to Energy Tech Nexus' COPILOT accelerator earlier this year.

COPILOT partners with Browning the Green Space, a nonprofit that promotes diversity, equity and inclusion (DEI) in the clean energy and climatetech sectors. The Wells Fargo Innovation Incubator (IN²) at the National Renewable Energy Laboratory backs the COPILOT accelerator, where companies are tasked with developing pilot projects for their innovations.

The nine Pilotathon pitch companies include:

  • Ontario-based AlumaPower, which has developed a breakthrough technology that converts the aluminum-air battery into a "galvanic generator," a long-duration energy source that runs on aluminum as a fuel
  • Calgary-based BioOilSolv, a chemical manufacturing company that has developed cutting-edge biomass-derived solvents
  • Atlanta-based Cultiv8 Fuels, which creates high-quality renewable fuel products derived from hemp
  • Newfoundland-based eDNAtec Inc., a leader in environmental genomics that analyzes biodiversity and ecological health
  • Oregon-based Espiku Inc., which designs and develops water treatment and mineral extraction technologies that rely on low-pressure evaporative cycles
  • New York-based Fast Metals Inc., which has developed a chemical process to extract valuable metals from complex toxic mine tailings that is capable of producing iron, aluminum, scandium, titanium and other rare earth elements using industrial waste and waste CO2 as inputs
  • New Jersey-based Metal Light Inc., which is building a circular, solid metal fuel that will serve as a replacement for diesel fuel
  • Glasgow-based Novosound, which designs and manufactures innovative ultrasound sensors using a thin-film technique to address the limitations of traditional ultrasound with applications in industrial, medical and wearable markets
  • Calgary-based Serenity Power, which has developed a cutting-edge solid oxide fuel cell (SOFC) technology

The COPILOT accelerator companies include:

  • Accelerate Wind
  • Aquora Biosystems Inc.
  • EarthEn
  • Electromaim
  • EnKoat
  • GeoFuels
  • Harber Coatings Inc.
  • Janta Power
  • NanoSieve
  • PolyQor Inc.
  • Popper Power
  • Siva Powers America
  • ThermoShade
  • V-Glass Inc.

Read more about them here.

The Pilotathon will also include a keynote from Taylor Chapman, investment manager at New Climate Ventures; Deanna Zhang, CEO at V1 Climate Solutions; and Jolene Gurevich, director of fellowship experience at Breakthrough Energy. The Texas Climate Tech Collective will present its latest study on the Houston climate tech and innovation ecosystem.

CEOs Moji Karimi of Cemvita, Laureen Meroueh of Hertha Metals and others will also participate in a panel on successful pilots. Investors from NetZero Ventures, Halliburton Labs, Chevron, Saudi Aramco, Prithvi VC and other organizations will also be on-site. Find registration information here.

Houston energy company to invest $1B in U.S. electric grid manufacturing

grid boost

Hitachi Energy, whose U.S. headquarters is in Houston, has earmarked more than $1 billion to manufacture infrastructure for the U.S. electric grid, which is coping with greater power demand from data centers and AI platforms.

Of that sum, $457 million is dedicated to building a power transformer factory in Virginia. Hitachi Energy said it’ll be the largest facility of its kind in the U.S.

“Power transformers are a linchpin technology for a robust and reliable electric grid and winning the AI race. Bringing production of large power transformers to the U.S. is critical to building a strong domestic supply chain for the U.S. economy and reducing production bottlenecks, which is essential as demand for these transformers across the economy is surging,” said Andreas Schierenbeck, CEO of Switzerland-based Hitachi Energy, which generates revenue of about $16 billion.

The Hitachi announcement aligns with various priorities of the Trump administration. The White House is promoting more U.S.-based manufacturing, more power to accommodate data centers and AI, and greater use of U.S. energy resources.

“If we are going to win the AI race, reindustrialize, and keep the lights on, America is going to need a lot more reliable energy,” U.S. Energy Secretary Chris Wright said.

Texas still has its best solar days ahead of it, even as federal tax credit sunsets

Guest Column

If you follow energy policy, you already know that Congress repealed the 30% residential solar tax credit. This poses a significant challenge for continued growth in the market. It also provides an opportunity for the industry to grow in a smart, consumer-friendly way. That’s why in Texas, the story is what happens next: The state and the market are continuing to make going solar much simpler, better, and cheaper.

Policies are moving in the right direction. For example, starting this month, a bipartisan permitting reform takes effect that will cut red tape for home solar and batteries. It lets licensed third-party professionals review plans and perform inspections, requires agencies to post standardized rules and fees online, and allows homeowners to start work once those third-party approvals are submitted. It also shifts negligence liability to the third-party reviewer, thereby reducing municipal risk while accelerating safe, code-compliant installs. In plain English: fewer bottlenecks, faster installs, and lower “soft costs.”

As a result, Houston is already piloting the National Renewable Energy Lab’s free SolarAPP+ to auto-approve standard solar designs, which cuts roughly 12 days from typical timelines. Independent analyses estimate that these automated permitting rules could trim rooftop solar costs by thousands. In other words, even small, costless policy changes like this can save you almost as much money as the huge solar tax credit did, and these great reforms are happening all the time, and they make the process much more convenient and reliable.

While Texas is making solar simpler, it’s also helping consumers have a good experience when going solar. As of this month, Texas law now also requires solar salespeople to register with the Texas Department of Licensing and Regulation. The same bill standardizes contracts and provides for mandatory disclosures of upfront cost and financing terms. The whole solar industry benefits when customers have a good solar experience. Word of mouth is vital to keeping solar shining.

There's yet another pro-solar Texas law that's also going into effect this month: in addition to SB 1202 (streamlining solar permits) and SB 1036 (regulating solar sales tactics), the legislature is also supporting the dissemination of information about your options when going solar via SB 1697. You can read more about these three brand-new pro-solar state laws here.

The end of the solar tax credit is not the end of the solar industry. Far from it.

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Dori Wolf is Senior Texas Program Associate for Solar United Neighbors, a vendor and neutral nonprofit with more than 15 years helping people go solar. Their free Solar Help Desk walks you through the details. Also check out their Go Solar Guide and Solar Owner’s Manual.

Solar United Neighbors also helps you find the best retail electricity plan through its partnership with Texas Power Guide.