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.

Ad Placement 300x100
Ad Placement 300x600

CultureMap Emails are Awesome

Oxy's $1.3B Texas carbon capture facility on track to​ launch this year

gearing up

Houston-based Occidental Petroleum is gearing up to start removing CO2 from the atmosphere at its $1.3 billion direct air capture (DAC) project in the Midland-Odessa area.

Vicki Hollub, president and CEO of Occidental, said during the company’s recent second-quarter earnings call that the Stratos project — being developed by carbon capture and sequestration subsidiary 1PointFive — is on track to begin capturing CO2 later this year.

“We are immensely proud of the achievements to date and the exceptional record of safety performance as we advance towards commercial startup,” Hollub said of Stratos.

Carbon dioxide captured by Stratos will be stored underground or be used for enhanced oil recovery.

Oxy says Stratos is the world’s largest DAC facility. It’s designed to pull 500,000 metric tons of carbon dioxide from the air and either store it underground or use it for enhanced oil recovery. Enhanced oil recovery extracts oil from unproductive reservoirs.

Most of the carbon credits that’ll be generated by Stratos through 2030 have already been sold to organizations such as Airbus, AT&T, All Nippon Airways, Amazon, the Houston Astros, the Houston Texans, JPMorgan, Microsoft, Palo Alto Networks and TD Bank.

The infrastructure business of investment manager BlackRock has pumped $550 million into Stratos through a joint venture with 1PointFive.

As it gears up to kick off operations at Stratos, Occidental is also in talks with XRG, the energy investment arm of the United Arab Emirates-owned Abu Dhabi National Oil Co., to form a joint venture for the development of a DAC facility in South Texas. Occidental has been awarded up to $650 million from the U.S. Department of Energy to build the South Texas DAC hub.

The South Texas project, to be located on the storied King Ranch, will be close to industrial facilities and energy infrastructure along the Gulf Coast. Initially, the roughly 165-square-mile site is expected to capture 500,000 metric tons of carbon dioxide per year, with the potential to store up to 3 billion metric tons of CO2 per year.

“We believe that carbon capture and DAC, in particular, will be instrumental in shaping the future energy landscape,” Hollub said.

Fervo Energy selects Baker Hughes to provide supply geothermal tech for power plants

geothermal deal

Houston-based geothermal energy startup Fervo Energy has tapped Houston-based energy technology company Baker Hughes to supply geothermal equipment for five Fervo power plants in Utah.

The equipment will be installed at Fervo’s Cape Station geothermal power project near Milford, Utah. The project’s five second-phase, 60-megawatt plants will generate about 400 megawatts of clean energy for the grid.

Financial terms of the deal weren’t disclosed.

“Baker Hughes’ expertise and technology are ideal complements to the ongoing progress at Cape Station, which has been under construction and successfully meeting project milestones for almost two years,” says Tim Latimer, co-founder and CEO of Fervo. “Fervo designed Cape Station to be a flagship development that's scalable, repeatable, and a proof point that geothermal is ready to become a major source of reliable, carbon-free power in the U.S.”

Cape Station is permitted to deliver about two gigawatts of geothermal power. The first phase of the project will supply 100 megawatts of power to the grid beginning in 2026. The second phase is scheduled to come online by 2028.

“Geothermal power is one of several renewable energy sources expanding globally and proving to be a vital contributor to advancing sustainable energy development,” Baker Hughes Chairman and CEO Lorenzo Simonelli says. “By working with a leader like Fervo Energy and leveraging our comprehensive portfolio of technology solutions, we are supporting the scaling of lower-carbon power solutions that are integral to meet growing global energy demand.”

Founded in 2017, Fervo is now a unicorn, meaning its valuation as a private company has surpassed $1 billion. In March, Axios reported Fervo is targeting a $2 billion to $4 billion valuation in an IPO.

Over the course of eight years, Fervo has raised almost $1 billion in capital, including equity and debt financing. This summer, the company secured a $205.5 million round of capital.

Houston-area sustainable steel company emerges from stealth with $17M in VC funding

heavy metals

Conroe-based Hertha Metals, a producer of substantial steel, has hauled in more than $17 million in venture capital from Khosla Ventures, Breakthrough Energy Fellows, Pear VC, Clean Energy Ventures and other investors.

The money has been put toward the construction and the launch of its 1-metric-ton-per-day pilot plant in Conroe, where its breakthrough in steelmaking has been undergoing tests. The company uses a single-step process that it claims is cheaper, more energy-efficient and equally as scalable as conventional steelmaking methods. The plant is fueled by natural gas or hydrogen.

The company, founded in 2022, plans to break ground early next year on a new plant. The facility will be able to produce more than 9,000 metric tons of steel per year.

Hertha said in a news release that its process, which converts low-grade iron ore into molten steel or high-purity iron, “doesn’t just materially lower cost and energy use — it fundamentally expands our capacity to produce iron and steel at scale, by unlocking a wider range of iron ore feedstocks.”

Laureen Meroueh, founder and CEO of Hertha, says the company’s process will fill a gap in U.S. steel production.

“We’re not just reinventing steelmaking; we’re redefining what’s possible in materials, manufacturing, and national resilience,” Meroueh says.

Hertha says it’s in talks with magnet producers — which make permanent magnets and magnetic assemblies from raw materials such as iron — to become a U.S. supplier of high-purity iron. In its next stage of growth, Hertha will aim to operate at a capacity of 500,000 metric tons of steel production per year.

The company won the Department of Energy's Summer Energy Program for Innovation Clusters (EPIC) Startup Pitch Competition last summer. Read more here.