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I wish people would read the ruling before posting, it's nothing to do with the amount awarded or the details of the targets, it's boils down to the board not being independent of Elon. Whether this is the case or not is down to the Judge's evaluation of the evidence. There is no corruption, not left wing plot by Biden etc.
It’s not like nobody knew about Elon’s relationships with everyone on the board. It was common knowledge. I bet 80%+ of shareholders knew that. I still voted in favor, and I would again. I have about 1000 times the number of shares that the plaintiff had. Yet he gets to overrule my vote which has 1000 times the weight?
 
Does it make up to $55 billion available as a buyback? Would have to borrow, use cash/investments or do a smaller ($5-15 billion) buyback. I'm not in favour, but if shorts piled in on the FUD/court decision, could be "fate loves irony"
No. The CEO plan was dilutive and based on issuing new shares. The only real cash impact to Tesla was going to be payroll taxes on his earnings at execution. The previous charges were GAAP accounting items.
 
So TSLA will move its incorporation to Texas. Reading between the lines, it looks like that has been in the works for awhile now but they needed to get the Delaware suit settled first.

This is how Elon will get his 25% control without giving him common stock. Apparently, there was no legal way to do this in Delaware but it can be done in Texas? No matter how the Delaware suit turned out, it looks like they were planning to move incorporation to Texas.

This could give shareholders everything they want. Elon sticks around and runs Tesla for a long time into the future. Furthermore, Elon's new compensation package could be structured so there is less dilution of shares. Elon would not be as rich, but he would have more control. And shares of TSLA would suddenly be worth more.

Admittedly, I'm talking out my rear end here. The legal maneuvering to make this happen is far beyond me. But it seems possible and it seems that is what Elon has been angling for.
 
So?
It sounds like this judge thinks its suspicious that successful people that get stuff done are those who can maintain good business relationships over a long period. Maybe most US companies are led by a series of disinterested CEOs that stride through a revolving door every few years, but the idea that any company not run that way is suspicious is absolutely insane.
...
Tesla's mission is URGENT. There is no time for this nonsense.
Factually there should never be disinterested CEO's, after all they receive compensation of some kind so they are not disinterested. A recent of that disinterest (or actually uninterst) is the Boeing CEO Dave Calhoun who works from homes in New Hampshire and South Carolina and lets other senior executives work form home also. That yields the results we so famously see. Boeing, a Delaware Corporation has no litigation about the catastrophes brought about by Mr. Calhoun doing share buybacks and ignoring quality control and new aircraft design. He's rarely seen in actual Boeing offices much less factories. Complaints about compensation? Nope!

Tesla is incredibly different. Mr Musk is so busy he does actually not have a home in traditional sense and he's present as a major force is not one but several companies. he has led the company to near-miraculous achievements and has zero salary, just pure performance incentives. We should all be grateful and the Delaware Chancery Court should know how absurd such a ruling has been. We all voted for it, eyes wide open, hopes and dreams appended to the vote.

The contrast between impunity for negligence and punishment for success is astonishing. We can only hope the Delaware Supreme Court can see reality.
 
Boomermama looked into this and the options exercised so far were from his 2012 compensation plan, not 2018. So Elon does not need to pay anyone back.
Wait... what 2012 compensation plan? 😅

Hopefully people get over this yesterday already. So please, only post something informative, creative, or funny (not holding breath). The Delaware ruling would have come as no surprise to Tesla; let this play out and see. It will likely be swift, and it's outside of our control. The board probably all knew this outcome back when the 25% goal was proposed, and sooner. Perhaps this is even why the new package was introduced.

Personally, I'm so done with status quo (anything). The planet's on a train wreck X2 with the latest errors in Climate Sensitivity. Elon's compensation should be one of the last worries for humanity (and all current forms of Earth life for that matter).
 
It’s not like nobody knew about Elon’s relationships with everyone on the board. It was common knowledge. I bet 80%+ of shareholders knew that. I still voted in favor, and I would again. I have about 1000 times the number of shares that the plaintiff had. Yet he gets to overrule my vote which has 1000 times the weight?
He didn't overrule it,the Judge ruled that the vote was based on a plan from an impartial board. I would be happy to give Elon the package but the lawyers/board at Tesla dropped the ball here letting a court case like this possible.
 
This is how Elon will get his 25% control without giving him common stock. Apparently, there was no legal way to do this in Delaware but it can be done in Texas? No matter how the Delaware suit turned out, it looks like they were planning to move incorporation to Texas.
The inability to add dual-class shares is a NASDAQ/ NYSE restriction, not a Delaware one.
Nasdaq Listing Center
Companies with Dual Class Structures
The restriction against the issuance of super voting stock is primarily intended to apply to the issuance of a new class of stock, and Companies with existing dual class capital structures would generally be permitted to issue additional shares of the existing super voting stock without conflict with this policy.
 
I am truly, truly conflicted about how I as a shareholder ought consider this outcome. There are multiple benefits and costs to either way the judge might have decided; there are multiple answers to "What is right?" and "What is fair?".

Those of you who have shown yourselves to be categorically pleased or displeased with the decision: I wish I could say I admire you for your ease of decision-making, but I cannot, as I find it too complex a problem easily to dismiss the alternative so readily.

Perhaps later in the week I can say more.
Agreed. In addition, one has to ask what is real, and what is illusion here? The whole thing smells so fishy I can’t make heads or tails of it, my mind explodes with so many questions. Yet again I wake up to find stories that seem all illusion/deception and no reality, which is pretty much how I feel about everything that comes out of my electronic devices these past four years. Nothing digital corresponds to how the real world works when I’m out digging in the dirt, doing real work with my hands, talking to real people, using machines myself, etc.

Unlike you, though, I don’t think I’ll have any more clarity a week from now.

“Believe nothing you hear, and only one half that you see.” —Edgar Allen Poe
 
That's the birth tag. What's it's name? (Of course they get a name, how do you call them when there are 2 or 3 around?)

How about the first one is named Jack, (as in has lots of "trades").

The first one was Marvin, wasn't it?


Then there is Otto, training to be a pilot...

b7562c53-1e87-4d65-aa85-615b19675bc5.jpg
 
Wait... what 2012 compensation plan? 😅

Hopefully people get over this yesterday already. So please, only post something informative, creative, or funny (not holding breath). The Delaware ruling would have come as no surprise to Tesla; let this play out and see. It will likely be swift, and it's outside of our control. The board probably all knew this outcome back when the 25% goal was proposed, and sooner. Perhaps this is even why the new package was introduced.

Personally, I'm so done with status quo (anything). The planet's on a train wreck X2 with the latest errors in Climate Sensitivity. Elon's compensation should be one of the last worries for humanity (and all current forms of Earth life for that matter).
This is from the SEC filing.
 

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@elonmusk Going for a walk with Optimus

If I'm not mistaken, Optimus has flat, rigid "soles". The mobility and flexibility Seem too constrained. What if Optimus foot evolves into more human like, such as with functioning heal, ball, and toes.
Gen 2 Optimus had a toe piece added, so not flat anymore.

It seems to have a more natural swing to it. This is much improved I think.
 
I, for one, am glad we don't have the REAL leader in EV's at the helm.

That would be Mary Barra of course. Now in almost 10 years SHE has created amazing shareholder value/s

The stock stood at $39 when Barra took the helm. Barra, 61, has been well paid over her tenure with total compensation of about $29 million in both 2021 and 2022
 
Are you sure? Elon has posted about this recently and said it was a Delaware problem. Do you think Elon was misinformed?
Elon did say "in Delaware" in the original post two up in this chain, but I think he was just uninformed on the particulars at the time.
I should note that the Tesla board is great. The reason for no new “compensation plan” is that we are still waiting for a decision in my Delaware compensation case. The trial for that was held in 2022, but a verdict has yet to be made. I put “compensation plan” in quotes, because, from my standpoint, this is primarily about ensuring the right amount of voting influence at Tesla. If I have 25%, it means I am influential, but can be overridden if twice as many shareholders vote against me vs for me. At 15% or lower, the for/against ratio to override me makes a takeover by dubious interests too easy. I would be fine with a dual class voting structure to achieve this, but am told it is impossible to achieve post-IPO in Delaware.
6:16 PM · Jan 15, 2024 · 1.8M Views
If dual-class can be done, I’m all for it.
It’s weird that a crazy multi-class share structure like Meta has, which gives the next 20+ generations of Zuckerbergs control, is fine pre-IPO, but even a reasonable dual-class is not allowed post-IPO.
9:06 PM · Jan 15, 2024 · 498.5K Views
 
  1. the Burden of Proof is NEVER on the Defendant, ALWAYS on the Plaintiff (this is so basic a mistake as to be staggeringly wrong in legal terms), and
Not going to give you a "disagree" for this, but as an attorney I'd like to generally inform TMC readers that this is factually incorrect. The Burden of Proof in general lies on the plaintiff but there are exceptions.

In certain cases the Judge can rule that putting the burden of proof on a certain party is unreasonable, for example in situations where it is clear the defendant is the only party that is privy to certain information needed to provide said proof. (Information that the Judge knows exists (with 100% certainty) but is kept out of the case by the defendant for example).

Just an FYI. Not applied to the Elon compensation package case.