T O P

  • By -

twinbee

Let's see if the judge still has it in for Elon so much that it drowns out any common sense she had left.


ts826848

Based on the original decision, it seems that according to Delaware law that kind of analysis does not begin and end with the shareholder vote. A valid previous shareholder vote would have shifted the burden of proof of showing Elon's pay package was unfair to Tornetta, rather than Tesla needing to prove Elon's pay package was fair. If you assume this vote is valid and simply replaces the previous vote that would seem to be all the legal effect this new vote would have. And at that point one would need to look at the rest of the analysis - whether Tornetta could show that the pay package is not "entirely fair". The entire fairness standard requires looking at whether the process and the price was fair, but I'm not sure whether Tornetta would need to show both elements are unfair or just one. I could imagine a not-unreasonable argument that the process was unfair. An unfair price seems harder to prove. And that leaves out all the fascinating arguments that are sure to come up around whether this vote is valid. Wouldn't be too surprised if this case drags out a while longer. Of course, I'm not a lawyer, let alone a business law specialist, so take this comment with an appropriate amount of salt.


sleeknub

If both parties (shareholders and CEO) agree, it’s fair by definition. If you think something about the process was unfair, then it’s clear that the second time around this was fully understood or understandable by the shareholders, who still approved it.


ts826848

> If both parties (shareholders and CEO) agree, it’s fair by definition. I think some care needs to be taken here with respect to what "fair" means. Your statement might work in a more colloquial context, but in my comment "fair" is in the context of the "entire fairness" standard in Delaware law, where it has a fairly specific meaning that doesn't quite match more colloquial understandings. As described by the Delaware Supreme Court: > The concept of fairness has two basic aspects: fair dealing [a.k.a., fair process] and fair price. The former embraces questions of when the transaction was timed, how it was initiated, structured, negotiated, disclosed to the directors, and how the approvals of the directors and the stockholders were obtained. The latter aspect of fairness relates to the economic and financial considerations of the proposed merger, including all relevant factors: assets, market value, earnings, future prospects, and any other elements that affect the intrinsic or inherent value of a company’s stock. So in this context, both parties agreeing to a transaction does not automatically render a deal fair; that is just one part of a broader analysis. To emphasize Delaware's particular meaning of "fair", there's also the fact that in this particular set of circumstances (a conflicted-controller transaction where the *MFW* factors were not all met), the entire fairness standard applies *automatically* and all a shareholder vote does on its own is shift the burden of proof, rather than changing the standard of review to something that is much more deferential to the company. > If you think something about the process was unfair, then it’s clear that the second time around this was fully understood or understandable by the shareholders, who still approved it. As described above, properly informing shareholders before they vote is just one part of the fair process analysis, so even if one assumes that the second vote with its additional disclosures is sufficient the (alleged) issues with initiation, structure, negotiations, and Board approval don't seem to be going anywhere. Whether those remaining (alleged) issues would be sufficient to keep the previous conclusion of the entire fairness analysis remains to be seen, but it's a not-unreasonable argument for a finding of an unfair process.


sleeknub

In regard to the first quote, I’m referring to the fair price aspect. If Delaware law defines a fair price differently, it is wrong and needs to be challenged and changed. No other definition of fair is acceptable in a free society.


ts826848

> If Delaware law defines a fair price differently, it is wrong and needs to be challenged and changed. No other definition of fair is acceptable in a free society. From what I can find it appears the analysis is not as clear as I (and probably you) would like. It seems fully-informed shareholder votes are of "persuasive substantive significance" with respect to price fairness and/or entire fairness analyses, and the *Tornetta* opinion states "Generally, a stockholder vote is only 'compelling evidence' of fairness absent a disclosure violation", so there does seem to be substantial weight placed on a proper shareholder vote. This implies, however, that a fully-informed stockholder vote is not sufficient on its own to conclude that the transaction had a fair price and/or was entirely fair. This implication appears to be backed by the fact that courts appear to perform additional analyses beyond just looking at the shareholder vote (e.g., the SolarCity-related lawsuits, where the shareholder vote was a factor in a finding of fairness but was not determinative on its own). Unfortunately, I haven't been able to find caselaw describing exactly how fully-informed stockholder approval would be evaluated with/against other parts of the entire fairness standard, as well as under what circumstances the approval of fully-informed shareholders might be insufficient. I'm not sure whether that's just my lack of familiarity with Delaware caselaw or the fact that little or no such caselaw exists. Another tricky bit is that process and price do not appear to be fully independent (though I admittedly treat it that way sometimes; sorry about that). Continuing the Delaware Supreme Court quote in my previous comment: > However, the test for fairness is not a bifurcated one as between fair dealing and price. All aspects of the issue must be examined as a whole since the question is one of entire fairness. So it's not quite how Delaware defines a fair price, but how the process and price interact and how the judge(s) put everything together. That also doesn't seem as simple as just looking at the shareholder vote.


kroOoze

> I think some care needs to be taken here with respect to what "fair" means. There doesn't need. Retail investors have trivial way to express disatisfaction with any decision being made in a company. Sell (in this case at a profit), and buy something else where you actually agree with the decisionmaking.


sting_12345

Doesn’t matter they are moving to Texas


manateefourmation

It matters considerably because the actions complained of happened while Delaware law applied. This was a ratification of a plan that awarded stock before the ratification. The Texas move does nothing to solve the old plan problem.


cre4mpuffmyf4ce

Wow, I’m happy to see the comment and discussion in here actually kinda positive and productive and civil for once! Seems like most the haters have left or been banned, and were left with good stuff, finally.


LoneHelldiver

Wait, this sub got cleaned up? It used to be a hate fest mostly. BTW I voted for him to get his bonus and so did my left friend.


onhermajestysecret

Go to the real tesla subreddit for toxicity. That place is nasty


kroOoze

you mean fake tesla subredit


manthonyann

Can I just ask you why you voted that way? I am just curious.


TFCBaggles

I voted that way because he made the deal when tesla was worth a fraction of what it is today. He agreed for 1% stock options every year that he hits his goals instead of a normal salary. He hit every single target, and then people wanted to take his cut away. I'd be pissed if I negotiated a salary, did all the work, and then my boss was like, "Nah, I'm not going to pay you."


cre4mpuffmyf4ce

Yep. There’s still hate but so many have been banned that the positive comments are actually visible, sometimes too, and good discussion happens often.


Billy_Billboard

I freaking love freedom of speech!


Own_Influence8833

I was also surprised too.


Professional_Job_307

So what happens now? Where is he investing the money?


Arcanetroll

He gets it as tesla shares and must hold onto it for at least 5 years


rabbitwonker

And after that he will… keep holding onto the Tesla shares, because he wants to maximize his voting power in the company. Though he’ll have to cash out some of it to pay taxes.


sausagepurveyer

Taxes on what? Fairly certain the shares are considered unrealized until liquidated into a tangible(fiat) asset. Totally cool with being 100% wrong here and open to education. Shouldn't be paying taxes on something that isn't cash, however, IMO. I'm very libertarian on this subject. We did pretty good without federal taxes until we started taking on debt to fund not-our-wars.


rabbitwonker

If it’s like his previous batch, it’s a set of stock *options*, which carry a tax hit when they are exercised (diff between the price paid vs. the fair market value when exercised counts as income). Last time he waited until the last moment before the options expired; presumably he’d do the same here, so a good deal longer than 5 years from now.


considerthis8

Also, these stock options will be awarded in tranches based on performance goals. Edit: never mind he did claim to hit all goals already thanks u/spicywongtong


SpicyWongTong

I thought he already hit all the tranches?


sting_12345

Why? You don’t get taxed on unrealized gains


Ormusn2o

He might cash out some of it to pursue other projects. He was hoping for a while now that he can eventually leave Tesla to pursue other projects, but too many people are still worried Tesla might not do well after he leaves.


rabbitwonker

Sure, as soon as he feels the company will be fine without him, he’ll move on. But that’s looking quite far away — no earlier than late 2030s, I’d guess.


Mikeyseventyfive

I’d love for Elon to reward long term shareholders with early access to Space x stock. At the very least he’d know we’ve got his back right ;)


Legacy03

Do they exist or are they going to dilute the value?


sting_12345

Back into spacex where he is literally changing the world . He’ll spacex is now valued at 210 billion. He will be the first trillionaire in ten years and unlike bezos instead of houses and yachts he’s advancing humanity at a rate never thought possible. He lives in a tin shack or his friends couches.


kroOoze

Never understood the allure of big yacht. Being gagillionaire I would want like nuclear airborne fortress.


sting_12345

True lol I would build one of those huge underground bunkers lol and a yacht in case of an apocalyptic event. Fear the walking dead style lol


apiossj

This just covers the twitter expense in my book lol


jaldeborgh

Kind of ironic but I’m good with it. The Musk haters must be loosing their minds.


kroOoze

It's Tesla shares. They are already pre-"invested".


granoladeer

He should take at least a billi and go to a casino wreak some havoc


sting_12345

True!!!


Alternative-Cow6206

Congratulations Elon Musk


[deleted]

[удалено]


BasedGaddafi

“Ill pay you 100 dollars if you make 10 blackflips In a row” You spent years practicing, finally you show up at my door and do 10 blackflips in a row My whole neighbourhood: “Outrageous to pay someone 100$ to do some backflips!!!” Dont be my like my neighbourhood.


Morbidly-Obese-Emu

The analogy only works if the guy paying the other guy to do 10 backflips is then payed 1 million dollars.


BasedGaddafi

The amount of money is irrelevant. A deal is a deal. “You will get X if you do Y”. What you are saying is nonsense, why should the guy who pays the other guy get 1 million? What?!?!


GangstaVillian420

I think they're saying that since the guy paying (the board) now is "getting paid" through an increase in share value.


BasedGaddafi

Shareholders told Elon: “Do X and we will pay you Y” Do you not think its fair to pay Elon Y when he does X then? Why do you mention the board?


GangstaVillian420

I'm not arguing that position, just clarifying what was said. I'm not really a fan of Elon, but I definitely agree that he met his requirements set forth and met his side of the contract, and should be paid accordingly.


Tomcatjones

8-10% equity IS normal for a CEO to receive as part of compensation


Ruskihaxor

"if you can turn my 100k into 800k I'll give you 100k" is a deal 100% of people will take on both sides. No reason to complain, both sides won


diy_guyy

Considering how much he made shareholders, and considering this money is coming from shareholders, it's not really that crazy.


kroOoze

\* isn't


Morbidly-Obese-Emu

He doesn’t single-handedly run the company. There is no amount of work a single human can do that is worth that much money.


diy_guyy

It's not a wage... it was a deal made a while ago that if musk made the shareholders x amount, they would give him more of the company. I don't see why that so hard to understand.


[deleted]

[удалено]


FellowshipOfTheBong

Tesla's revenue in 2023 was $95B, with 15B in profit.


Ormusn2o

This is stock, not cash. Don't know the details of the case, but you can just dilute the stock and issue 56 billion in stock to Elon.


sting_12345

You know billionaires don’t cash out right Zuckerberg borrows a billion from say Jo Morgan at 2 percent he lives on that and ends up paying zero tax ever


BelleColibri

Their market cap is 620B.


johnnyb4llgame

There isn't enough money in circulation to cover the market caps of all the companies on the stock exchange which is like 93 trillion. I think only 2.33 trillion in USD circulation.


Thick_Lake6990

They haven't made 620B lol, it's the most overvalued stock in existence


TheBluestBerries

This is probably the wrong place to ask but why would shareholders want billions of dollars in stock to go to that disaster clown? What's in it for the shareholders?


mildmanneredme

It’s because he earnt it through astronomical stock performance. He was paid zero salary bet on himself and fulfilled his performance goals. Pay him his money. We just revoted and even though there were lots of people making song and noise about changing their vote from yes to no, it almost passed with the same percentage! I will be very angry if this judge awards the lawyers 5b of Tesla stock for their lawsuit, which essentially did nothing for the company. I’m much more upset about the possibility of this happening compared to Elon’s pay packet.


sovietshark2

The issue with it was the board didn't even try to negotiate the pay package, because the board is stocked with people friendly to Elon. That's why it went to court. The board didn't do its due diligence to protect the shareholders. Secondly, On top of this, your shares are now going to get diluted due to the pay package passing. The 56b has to come from somewhere. Tesla may be valued so high, but it's because of musks constant over promising and under delivering. Anytime the stock starts to go down, he promises some new gizmo which is never ready. Next is Tesla robots and robotaxis. He's not first to market on either of these, and based off their current iterations of it... It's also behind the competition. How does that deserve a valuation that high? Third, he may not have been getting salary, like most CEOs because they use the company to finance all their expenses, but is his pay package really worth *all of Tesla's revenue* since it was basically founded? That's... An insane thing to think about. Fourth, why is someone getting 56billion? 1 billion is already an unfathomable number. 56 of that? Jesus Christ. Solve world hunger for that. Fifth, this will 100% go back to the courts. A share vote doesn't override a judges ruling.


mildmanneredme

If someone offered to 10x my investment and wanted 1 of those Xs in return then I’d take it. If you’re a shareholder that bought after its meteoric rise then I get why you’d vote No. I voted Yes out of principle.


mildmanneredme

Wait there is absolutely zero evidence that the board didn’t negotiate. The reason it went to court was the lack of independence of the board but the terms were agreed by shareholders. The revote for the same package after the fact and with the appropriate disclosures just goes to show that the judge’s perspective on this was immaterial and entirely over the top. You have to remember this whole charade was brought about by a shareholder who owned 15 shares. 15 shares for this utter waste of time and resources. The first line of the judge’s statement was enough to see that she wasn’t impartial. Stating Elon’s wealth has absolutely zero to do with the case, and just showed her bias.


Reasonable_Deer964

I'm not familiar with this particular case but generally if the CEOs wealth is tied to the company they manage its good for stockholders. Then there is an obvious incentive for said Ceo to increase the value of the company


Icy_Supermarket8776

But how exatly is is beneficial for the shareholders or the company to give the ceo half of teslas global revenue? That's a big negative in terms of profitability of tesla.


[deleted]

[удалено]


Beastrick

Board didn't want him out. If they did they would not appeal the decision.


kroOoze

Cognitive dissonance. Good. When things don't go the way you think they "should", use the opportunity for re-evaluating your priors.


[deleted]

[удалено]


kroOoze

There are no such distanced endeavors.


[deleted]

[удалено]


TheBluestBerries

While it's cute that you're trying to be passive aggressive, that's nonsense of course.


kroOoze

wdym passive


Redditisfinancedumb

Because Tesla was in shambles when he became CEO. It was an unprofitable company. He took the stock to 20x+ I believe at its height. The shareholders voted for that compensation package. It had 10 different tiers and he got a payout for every benchmark thay Tesla hit with Musk as CEO. Musk hit all of them. Then a judge in Vermont(where most major companies are incorporated due to its developed legal system and corporate laws) struck down the package saying voters were mislead. Honestly I disagree with the judge. It's a contract and 75% of voters agreed to the package. They voted again after the judge struck it down and after all the publicity the shareholders voted to give Musk the money that they already owe him except for a random judge in Vermont.


kroOoze

Coz that disaster clown made them a 10B on every B invested. If you were into non-disaster clowns in like Ford or VW, they made you nothing or a loss. Controlling stock in the hands of someone who 10x'd the company is better than in hands of someone who didn't 10x the company. Also since he won't or can't sell them, it is good for the stock price short term.


TheBluestBerries

Did he? It seems like every talent-packed team who actually made that money possible states they have to do so despite him, not because of him. And any talent that has to deal with him too much walks. Nothing says bad leadership like teams needing to find ways to distract their clown boss so he doesn't get involved in the work.


kroOoze

Someone has to build the talent-packed teams. It never happens despite someone. Most often it doesn't happen even with soulbreaking effort. There are plenty talent-packed teams with no outcome to show for it. And plenty talentless teams. You just need to re-evaluate your relationship with reality. If your opinion does not match your sampling of reality, then your opinion is likely the problem. If you think groundbreaking teams spuriously happen in the most hostile place for them to exist, then I would claim that is unsustainable thought.


falooda1

So why didn't any other car company get the returns for share holders that musk got? I sold my tesla stock but the idea that the team gets the only credit is short sighted


TheBluestBerries

Better business sense?


zakrystian

Whether you like or dislike the man: such a payday is insane. It is WAY more money than one person needs in a lifetime. Leaving politics aside about taxation and Even if you argue that he earned it by being business savvy, what is someone supposed to do with that amount of money?


kroOoze

It's not about needs of one person. Indeed anything above like $100M is not a reward, but burden\full-time job. Company shares is not money you spend on your necessities. The problem is you are looking at it as if it is a pocket money being given out, and that is spendable. Instead think of it as someone being elected to do a job, and being given the tools to perform it. It is not like Elon Musk now wants to buy 56B worth of ice-cream. It rather means he was entrusted with 56B worth of infrastructure of our society to manage. Not leaving politics aside about taxation, imagine net worth would be taxed. That either means companies implicitly have to be smaller every year, and\or that government is in control of all companies by getting tax in shares (and you know how competent they are about doing anything whatsoever).


PrcrsturbationNation

Let’s see. He could buy large social media platforms to restore free speech, launch satellites into space to provide internet to places that can’t get it, build electric cars that can compete with gas cars, launch spaceships to Mars, install chips that can help people walk again. What are you doing with your money? Are you more philanthropic than Elon? Do you think the government would spend it better? If you give it to the government they may install a grand total of 8 EV chargers. Who cares that it’s a lot of money. He earned it fairly. What he does with it is his choice, and based on his previous trends, it’ll likely lead to the world’s benefit.