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

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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A View From HETI

Can Texas build the energy infrastructure needed to power what comes next? Photo via Getty Images

For a few weeks this summer, Houston welcomed the world.

The FIFA World Cup 2026 showcased our city's ability to host one of the largest international events on the planet. Millions watched from around the globe while hundreds of thousands of visitors experienced firsthand what Houston has become: a world-class destination for business, culture and global events.

But once the final match is played and the visitors return home, a more important question remains: Can Texas build the energy infrastructure needed to power what comes next?

The World Cup wasn't the finish line. It was a glimpse into the future.

That future is being shaped not only by population growth, but also by artificial intelligence, hyperscale data centers, advanced manufacturing, electrification, LNG expansion and continued industrial investment. Together, these forces are creating an unprecedented demand for electricity and placing new expectations on the infrastructure that supports it.

Energy Has Become Economic Infrastructure

For decades, economic development centered around highways, ports, airports and workforce.

Today, another asset has moved to the top of that list: energy infrastructure.

Reliable electricity is no longer simply a utility service. It has become a competitive advantage.

Companies evaluating where to build the next AI campus, manufacturing facility or industrial complex are increasingly asking different questions. How quickly can power be delivered? Is there enough transmission capacity? Can substations support future expansion? Is water infrastructure available? What is the long-term reliability of the local grid?

These questions are becoming just as important as tax incentives and available real estate.

Recent comments from Governor Greg Abbott that future AI developments should provide their own power generation and water illustrate just how dramatically the conversation has evolved. The challenge is no longer limited to meeting today's demand. It is preparing for a future where entirely new industries require unprecedented amounts of electricity while ensuring existing homes and businesses continue to receive reliable, affordable service.

The Next Energy Race Has Already Begun

Texas remains the nation's energy leader, producing more electricity than any other state while continuing to expand natural gas, wind, solar and emerging technologies.

But leadership in the next decade will be measured differently.

Success will depend on how quickly we can expand transmission infrastructure, modernize distribution systems, accelerate interconnection, strengthen grid resilience and support new generation where economic growth is occurring.

The conversation has shifted from producing more electricity to delivering it smarter.

That requires planning years before demand arrives.

Houston Is the Proving Ground

Houston sits at the center of this transformation.

Already recognized as the Energy Capital of the World, the region continues attracting major employers, global headquarters, industrial expansion and technology investment. The Port of Houston continues to grow. Advanced manufacturing is expanding. AI companies are evaluating Texas alongside other national markets.

Every one of these investments depends on reliable infrastructure.

While the World Cup demonstrated Houston's ability to manage a temporary surge of visitors, the more significant challenge lies ahead. Permanent economic growth creates sustained electricity demand that cannot be addressed with temporary solutions.

Meeting that demand will require coordinated investment across generation, transmission, distribution, storage and increasingly, digital technologies capable of forecasting and managing electricity in real time.

Smarter Infrastructure for a Smarter Grid

The future electric grid will look very different from the one that built modern Texas.

Artificial intelligence, predictive analytics, advanced sensors and distributed energy resources will allow operators to anticipate demand, identify equipment failures before they occur and optimize energy delivery across increasingly complex networks.

Infrastructure is no longer simply about building more. It is about building smarter.

At the same time, resilience must remain central to every investment. Texans understand better than most that hurricanes, flooding, winter storms and prolonged heat waves are no longer rare events. Modern infrastructure must not only support growth but also withstand increasingly volatile weather.

Building Beyond the Headlines

The World Cup generated headlines because of what happened on the field.

Its lasting legacy may be what it revealed about the city beyond the stadium.

Houston demonstrated that it can host the world. The next challenge is ensuring it can continue to power one of the fastest-growing economies in North America.

That will require continued investment, thoughtful policy and long-term planning that recognizes energy infrastructure as essential economic infrastructure.

Texas has spent decades leading the world in energy production.

The next opportunity is even greater.

To become the global leader in how energy systems are planned, built and operated for a future defined by artificial intelligence, industrial growth and rapidly evolving consumer demand.

Because the cities that lead tomorrow won't simply generate the most energy.

They'll be the ones best prepared to deliver it where opportunity is growing.

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Sam Luna is director at BKV Energy, where he oversees brand and go-to-market strategy, customer experience, marketing execution, and more.

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