Judge Voids Musk's Multibillion Dollar Pay Package Again
Dec 4, 2024
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Eric Talley, a business law expert from Columbia Law School, discusses a Delaware judge's decision to void Elon Musk's multibillion-dollar Tesla pay package. He delves into the complexities of shareholder votes and corporate jurisdiction impacts. David Voreacos, a Bloomberg legal reporter, sheds light on the ongoing legal troubles of Gautam Adani, including accusations of bribery and the intricate extradition hurdles between the U.S. and India. The conversation highlights both the implications for Musk's wealth and the broader landscape of corporate law.
A Delaware judge reaffirmed that Elon Musk's multibillion-dollar pay package was voided due to improper influence and breached fiduciary duties.
Despite the ruling, Musk remains the wealthiest person globally, highlighting the limited personal financial impact of the legal decision.
Deep dives
Elon Musk's Voided Pay Package
A Delaware Chancery Court judge has voided Elon Musk's multibillion-dollar pay package from 2018 twice, determining that the Tesla board was improperly influenced by Musk himself when agreeing to the terms. Initially voided in January 2024, the package was worth $56 billion, which ballooned to $101.5 billion by the time of the second voiding. The judge ruled that Musk breached fiduciary duties and the approval by shareholders did not remedy these violations. Despite the decision, Musk remains the wealthiest person in the world, indicating the ruling's limited impact on his overall wealth.
The Shareholder Vote Complication
The recent shareholder vote on Musk's compensation package added another layer of complexity to the court's ruling. Tesla's board conducted a revote in June, where 72% of stockholders approved the pay package after moving the company to Texas, arguing this demonstrated ongoing support for Musk. However, the court ruled that this new vote could not retroactively affect the earlier findings of fiduciary breaches. Chancellor McCormick emphasized that the new information from the shareholder vote did not constitute grounds for revisiting the initial ruling.
Attorney Fee Determination
In the wake of the legal battles over Musk's compensation, the court also had to decide on the appropriate compensation for the plaintiffs' attorneys, who initially sought billions. Given the significant impact of the voided pay package—around $50 billion—the court faced challenges determining a fair fee. Ultimately, the judge decided to award the attorneys $345 million, basing this on historical precedents rather than the large sums the plaintiffs sought. This compensation was viewed as substantial yet less than what would typically be expected given the size of the case.
Potential Appeal and Future Implications
Tesla has indicated intentions to appeal the decision to the Delaware Supreme Court, which will review the validity of the ruling. The judge's opinion could stand firm due to its solid grounding in law, making it difficult for the appeal to succeed. Additionally, now that Tesla is incorporated in Texas, there are discussions about presenting a new pay package to stockholders that could circumvent the previous legal issues. This potential move highlights the ongoing complexities of corporate governance and the interactions between state laws regarding business operations.
Business law expert Eric Talley, a professor at Columbia Law School, discusses a Delaware judge voiding Elon Musk’s multibillion dollar Tesla pay package for the second time. David Voreacos, Bloomberg legal reporter, discusses the hurdles with getting Gautam Adani extradited from India. June Grasso hosts.