The recent 200-page Delaware court ruling has sent shockwaves through the financial world by ordering Tesla to undo CEO Elon Musk’s massive $56 billion compensation package. Chancellor Kathaleen McCormick’s ruling is filled with surprising and entertaining descriptions, references to Mars colonization, and a self-driving car pun. While Musk expressed his discontent on Twitter, it seems that McCormick had some fun writing her decision. Let’s take a closer look at the highlights of the ruling and the potential implications for Musk and Tesla.

The derivative lawsuit filed against Tesla accuses the company’s directors of breaching their fiduciary duties by awarding Elon Musk a performance-based equity-compensation plan that the plaintiff believes overpaid the richest person in the world. Chancellor McCormick agreed with the plaintiff’s claim, stating that Musk’s self-driving process allowed him to manipulate the speed and direction to his advantage, leading to an unfairly high price. Through this litigation, the plaintiff seeks a recall of Musk’s compensation.

One intriguing aspect of Musk’s motivations is his desire to save humanity, fearing that artificial intelligence could either subjugate or annihilate the human race. To combat this existential threat, Musk sees space colonization, particularly on Mars, as a means of preserving humanity. He believes he has a moral obligation to apply his considerable wealth toward the goal of making life multiplanetary.

Tesla and Musk are undeniably intertwined, as Musk’s public persona is closely attached to the company. McCormick draws a fascinating parallel to Mary Shelley’s Frankenstein, highlighting Tesla’s creation of Musk’s persona and Musk’s perception of Tesla as his company. With his significant equity stake and multiple influential positions within Tesla, including CEO, Chair, and founder, Musk controlled the company, making him the epitome of a “Superstar CEO.”

The ruling also shed light on the flawed negotiation process that led to Musk’s compensation plan. Musk wielded considerable control over the timeline and terms of the process, frequently making last-minute changes before board or compensation committee meetings. McCormick criticizes Tesla’s defense, pointing out that comparing a public company’s compensation plan to a private-equity compensation plan is invalid. Furthermore, she highlights the lack of evidence of genuine negotiations between the Compensation Committee, the Board, and Musk.

The involvement of Todd Maron, Tesla’s General Counsel, raises concerns about potential conflicts of interest and the integrity of the compensation plan process. Maron, who reported directly to Musk, had a close relationship with him, credence to the accuracy of the draft proxy statement. However, while Maron denies being Musk’s friend, he admits to owing his career to Musk and having genuine affection for him. His emotional response when discussing his departure from Tesla suggests a deep connection.

One argument presented by the defendants is that the compensation plan aimed to incentivize Musk to prioritize Tesla over his other ventures, such as SpaceX. However, McCormick questions the absence of guardrails to limit the amount of time and energy Musk had to allocate to Tesla. This ruling could have significant implications for the future of Tesla, with potential implications for Musk’s involvement and the company’s direction.

The Delaware court ruling against Tesla and Elon Musk’s compensation plan has opened a Pandora’s box of scrutiny and criticism. Chancellor McCormick’s ruling raises questions about the fairness of the plan, the negotiation process, and the relationship between Musk and Tesla. The fallout from this ruling remains uncertain, but it undoubtedly marks a significant turning point in the relationship between Tesla’s charismatic CEO and the electric vehicle giant he helped create. As Tesla navigates the challenges ahead, only time will tell how this ruling will shape the company’s future and Elon Musk’s place in it.


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