a request

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.

Trending News

A View From HETI

ExxonMobil is on Fortune's first-ever AIQ ranking. Getty Images

Two Houston-area energy leaders appear on Fortune’s inaugural list of the top adopters of AI among Fortune 500 companies.

They are:

  • No. 7 energy company ExxonMobil, based in Spring
  • No. 47 energy company Chevron, based in Houston

They are joined by Spring-based tech company Hewlett Packard Enterprise, No. `9.

All three companies have taken a big dive into the AI pool.

In 2024, ExxonMobil’s executive chairman and CEO, Darren Woods, explained that AI would play a key role in achieving a $15 billion reduction in operating costs by 2027.

“There is a concerted effort to make sure that we're really working hard to apply that new technology to the opportunity set within the company to drive effectiveness and efficiency,” Woods told Wall Street analysts.

At Chevron, AI tools are being used to quickly analyze data and extract insights from it, according to tech news website VentureBeat. Also, Chevron employs advanced AI systems known as large language models (LLMs) to create engineering standards, specifications and safety alerts. AI is even being put to work in Chevron’s exploration initiatives.

Bill Braun, Chevron’s chief information officer, said at a VentureBeat-sponsored event in 2024 that AI-savvy data scientists, or “digital scholars,” are always embedded within workplace teams “to act as a catalyst for working differently.”

The Fortune AIQ 50 ranking is based on ServiceNow’s Enterprise AI Maturity Index, an annual measurement of how prepared organizations are to adopt and scale AI. To evaluate how Fortune 500 companies are rolling out AI and how much they value AI investments, Fortune teamed up with Enterprise Technology Research. The results went into computing an AIQ score for each company.

At the top of the ranking is Alphabet (owner of Google and YouTube), followed by Visa, JPMorgan Chase, Nvidia and Mastercard. Aside from ExxonMobil, Hewlett Packard Enterprise, and Chevron, two other Texas companies made the list: Arlington-based homebuilder D.R. Horton (No. 29) and Austin-based software company Oracle (No. 37).

“The Fortune AIQ 50 demonstrates how companies across industry sectors are beginning to find real value from the deployment of AI technology,” Jeremy Kahn, Fortune’s AI editor, said in a news release. “Clearly, some sectors, such as tech and finance, are pulling ahead of others, but even in so-called 'old economy' industries like mining and transport, there are a few companies that are pulling away from their peers in the successful use of AI.

---

This article originally appeared on InnovationMap.com.

Trending News