Thoughts and questions:
1) did this case ever get any kind of "class action" status? Or did some number of shareholders officially sign on (not just "didn't opt out" if there was some way to do that)?
It was a single shareholder, who owned 9 shares.
ANY shareholder can file a lawsuit, no class action needed.
This $6 billion proposed bill is roughly 1% of the value of the company. I would be perfectly fine if each shareholder that took an ACTIVE step to approve/join/whatever this lawsuit showed their appreciation by being required to donate 1% of THEIR shares to the lawyers.
That would be 0.09 shares.
But since the lawyers agreed to work for them on contingency they don't need to pay them anything themselves.
These shareholders apparently think they have been saved 10% dilution by taking away Elon's incentive package, so they should be happy to pay 1% of THEIR shares. The rest of us should not be forced to suffer for the choices of a few, so we should not have to compensate the lawyers via dilution or direct share loss or any other method.
The entire point of the ask is they're requesting a fraction of the amount they saved you... that's the opposite of "costing" you something, it's just that you're now only saving 89% instead of 100% of the shares Elon would've ended up with.
The amount of either figure in comparison to total shares of the company is not relevant.
You can certainly argue the 11% ask is ridiculous- and I expect Teslas lawyers will do exactly that- but you've got the basic mechanics and math of the ask incorrect.
2) Sure, Elon's incentive package had a cost (as any compensation plan does), but it also had a benefit -- Elon did what he did to hit the milestones, and the rest of Tesla executed...and the share price went way up along with Tesla's huge growth and achievements. Many people, shareholders included, probably thought those milestones were impossible or much farther off at the time the compensation package was voted in. But, Elon and Tesla did execute, and the value of TSLA to shareholders went up by MORE than the $60 billion "cost" of the package during the time period in question. Before any calculation is used to determine compensation for the lawyer's "service," the benefit of the total compensation package should have to be considered
You are misunderstanding one of the basis on which the lawsuit was won. It wasn't just that it was a big pay package- it was that it was a big pay package, was negotiated in a way that seemed not at arms length, AND the disclosure during the shareholder vote did not make that possible not-arms-length bit clear.
All three of those together is how the judge reached the decision.
Again you can argue (and Teslas lawyers will on appeal) those findings weren't correct- but it's not simply a matter of "It was too much money for what Tesla got for it" and thus "proving" the value of what Tesla got wouldn't change the outcome here at all.
Further, at this point, the amount of "savings" to Tesla is--- the entire compensation package. The targets have already been hit. There's no time machine to retroactively go back and unhit them that Tesla loses by no longer having to grant all those options.
Can these lawyers or Mr. 9 shares say with a straight face that the milestones of the compensation package would have been achieved to the same extent, and in the same timeframe, without the carrots for Elon?
Again- That's entirely irrelevant to the
actual issues raised in the lawsuit.
Nobody was claiming "Tesla paid Elon for nothing"
3) I wonder how much total compensation via stock options went to other employees during this same period. If the courts can take it away from Elon after the fact, what's to stop somebody from filing a suit saying that the thousands of line workers and engineers should also have to give up 10's of billions of dollars worth of options, and thr lawyers likewise asking for billions in compensation?
There's
nothing stopping them from filing such a case...
any shareholder can file a lawsuit
for anything
But the legal facts around the other option grants are grossly different and you'd be incredibly unlikely to win such a case.
4) Honestly, all Elon should have to do is point to the "typical" guaranteed multimillion dollar salaries and bonuses and golden parachutes of other auto-industry CEOs and show key examples of those payments when the value of the company dropped during the CEO's tenure.
Why?
That, too, would have
nothing to do with the actual legal issues the lawsuit was about.
"did Tesla get any value for the deal" was not the deciding issue of the verdict.
I recognize the verdict seems incredibly unjust, unfair, and unreasonable. I largely agree with those sentiments.
But making up what you imagine the lawsuit was about, rather than learning what it actually
was about is not a good way to analyze how much those things are true.
They were literally given guaranteed pay for decreasing shareholder value. By comparison, Elon's milestones actually required enormous company growth and increases in shareholder value, and his compensation was a fraction of that gain, and completely contingent on the gain actually being achieved. How is that not MORE fair than typical CEO compensation?
See above. If the ONLY question before the court had been "Will you overturn this package because it's big?" then Elon would have won.
The actual decision required a number of other problems to be found with the compensation package, all of those things combined were the basis of the verdict.
Again- there's good arguments to be made (and I expect they will be on appeal) that the decision on some of those other problems isn't correct- and thus the overall verdict should be overturned.
But you can't pretend those other things don't exist and it's just about "Did Elon hit the goals Tesla paid for?"