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

A new generation of technology is making it faster, safer, and more cost-effective to identify CUI. Courtesy photo

Corrosion under insulation (CUI) accounts for roughly 60% of pipeline leaks in the U.S. oil and gas sector. Yet many operators still rely on outdated inspection methods that are slow, risky, and economically unsustainable.

This year, widespread budget cuts and layoffs across the sector are forcing refineries to do more with less. Efficiency is no longer a goal; it’s a mandate. The challenge: how to maintain safety and reliability without overextending resources?

Fortunately, a new generation of technologies is gaining traction in the oil and gas industry, offering operators faster, safer, and more cost-effective ways to identify and mitigate CUI.

Hidden cost of corrosion

Corrosion is a pervasive threat, with CUI posing the greatest risk to refinery operations. Insulation conceals damage until it becomes severe, making detection difficult and ultimately leading to failure. NACE International estimates the annual cost of corrosion in the U.S. at $276 billion.

Compounding the issue is aging infrastructure: roughly half of the nation’s 2.6 million miles of pipeline are over 50 years old. Aging infrastructure increases the urgency and the cost of inspections.

So, the question is: Are we at a breaking point or an inflection point? The answer depends largely on how quickly the industry can move beyond inspection methods that no longer match today's operational or economic realities.

Legacy methods such as insulation stripping, scaffolding, and manual NDT are slow, hazardous, and offer incomplete coverage. With maintenance budgets tightening, these methods are no longer viable.

Why traditional inspection falls short

Without question, what worked 50 years ago no longer works today. Traditional inspection methods are slow, siloed, and dangerously incomplete.

Insulation removal:

  • Disruptive and expensive.
  • Labor-intensive and time-consuming, with a high risk of process upsets and insulation damage.
  • Limited coverage. Often targets a small percentage of piping, leaving large areas unchecked.
  • Health risks: Exposes workers to hazardous materials such as asbestos or fiberglass.

Rope access and scaffolding:

  • Safety hazards. Falls from height remain a leading cause of injury.
  • Restricted time and access. Weather, fatigue, and complex layouts limit coverage and effectiveness.
  • High coordination costs. Multiple contractors, complex scheduling, and oversight, which require continuous monitoring, documentation, and compliance assurance across vendors and protocols drive up costs.

Spot checks:

  • Low detection probability. Random sampling often fails to detect localized corrosion.
  • Data gaps. Paper records and inconsistent methods hinder lifecycle asset planning.
  • Reactive, not proactive: Problems are often discovered late after damage has already occurred.

A smarter way forward

While traditional NDT methods for CUI like Pulsed Eddy Current (PEC) and Real-Time Radiography (RTR) remain valuable, the addition of robotic systems, sensors, and AI are transforming CUI inspection.

Robotic systems, sensors, and AI are reshaping how CUI inspections are conducted, reducing reliance on manual labor and enabling broader, data-rich asset visibility for better planning and decision-making.

ARIX Technologies, for example, introduced pipe-climbing robotic systems capable of full-coverage inspections of insulated pipes without the need for insulation removal. Venus, ARIX’s pipe-climbing robot, delivers full 360° CUI data across both vertical and horizontal pipe circuits — without magnets, scaffolding, or insulation removal. It captures high-resolution visuals and Pulsed Eddy Current (PEC) data simultaneously, allowing operators to review inspection video and analyze corrosion insights in one integrated workflow. This streamlines data collection, speeds up analysis, and keeps personnel out of hazardous zones — making inspections faster, safer, and far more actionable.

These integrated technology platforms are driving measurable gains:

  • Autonomous grid scanning: Delivers structured, repeatable coverage across pipe surfaces for greater inspection consistency.
  • Integrated inspection portal: Combines PEC, RTR, and video into a unified 3D visualization, streamlining analysis across inspection teams.
  • Actionable insights: Enables more confident planning and risk forecasting through digital, shareable data—not siloed or static.

Real-world results

Petromax Refining adopted ARIX’s robotic inspection systems to modernize its CUI inspections, and its results were substantial and measurable:

  • Inspection time dropped from nine months to 39 days.
  • Costs were cut by 63% compared to traditional methods.
  • Scaffolding was minimized 99%, reducing hazardous risks and labor demands.
  • Data accuracy improved, supporting more innovative maintenance planning.

Why the time is now

Energy operators face mounting pressure from all sides: aging infrastructure, constrained budgets, rising safety risks, and growing ESG expectations.

In the U.S., downstream operators are increasingly piloting drone and crawler solutions to automate inspection rounds in refineries, tank farms, and pipelines. Over 92% of oil and gas companies report that they are investing in AI or robotic technologies or have plans to invest soon to modernize operations.

The tools are here. The data is here. Smarter inspection is no longer aspirational — it’s operational. The case has been made. Petromax and others are showing what’s possible. Smarter inspection is no longer a leap but a step forward.

---

Tyler Flanagan is director of service & operations at Houston-based ARIX Technologies.


Trending News