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Tesla investors were “coerced” and “uninformed” during Musk pay ratification vote: lawyers

Credit: Andrea Conway/X

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The legal team of Tesla investor Richard Tornetta, who held nine TSLA shares when he filed a complaint in Delaware against CEO Elon Musk’s 2018 CEO Performance Award, is not happy about Tesla’s efforts to urge the court to consider the ratification of Musk’s pay package. As per Tornetta’s lawyers, the ratification vote was coerced and uninformed — and thus invalid. 

In a filing, Tornetta’s lawyers argued that the the Delaware Court should reject the efforts of Tesla’s legal team to consider the ratification of Musk’s compensation plan by the company’s shareholders at the 2024 Annual Stockholders’ Meeting. As could be seen in the filing, Tornetta’s lawyers immediately criticized Tesla for the EV maker’s attempts to revise the court’s initial opinion about the case

“Ten leading law firms and an unlimited budget. And they still could not find it. A case, any case, holding stockholders can usurp the Supreme Court’s role and reverse this Court’s trial judgment. Quod erat demonstrandum. Delaware is not Athens. The stockholder franchise—however important—is not a ‘get out of [rescission] free’ card. Defendants’ proposal is a dangerous paradigm shift: Courts would be subject to vox populi, and stockholders could overturn trial judgments,” Tornetta’s lawyers wrote. 

The plaintiff’s legal team also argued that despite the successful ratification of Elon Musk’s 2018 pay package at the 2024 Annual Stockholders’ Meeting, shareholders were still coerced and uninformed. The lawyers pointed to Musk’s comments that he would reconsider growing Tesla’s AI efforts if his share of the company was less than 25%, among other things, as a sign of shareholder coercion. 

“As the Ratification vote approached, the press repeatedly reported that rejecting the Ratification would cause Musk to execute his threats to divert critical corporate opportunities from Tesla. These circumstances rendered the Ratification vote coercive—and thus invalid—by making it impossible for stockholders’ to exercise their franchise free of undue external pressure created by [Musk] that distract[ed] them from the merits of the decision under consideration,’ and ‘forc[ing] [stockholders] into a choice between a new position and a compromised position for reasons other than those related to the economic merits of the decision,’” Tornetta’s lawyers wrote. 

They also argued that investors were uninformed since Tesla director Kathleen Wilson-Thompson, who served as the Special Committee of the company’s Board of Directors, was conflicted because a substantial portion of her net worth is tied to the EV maker. “Wilson-Thompson has realized a pre-tax total of approximately $62[M] from the exercise of [Tesla] equity award. Her Tesla shares received through grants were worth ~$150M upon her Committee appointment, which she admits ‘is a meaningful portion of her net worth’… Wilson-Thompson is conflicted just like Denholm,” Tornetta’s lawyers wrote. 

A hearing for the motion to revise the Delaware Court’s initial opinion on the matter is scheduled on August 2, 2024. A number of Tesla shareholders who voted in the ratification of Musk’s pay package have noted that they intend to attend the hearing if it is public

Rochard Tornetta’s lawyers’ filing (via PlainSite) can be viewed below. 

gov.uscourts.delch.2018-0408-KSJM.405.0 by Simon Alvarez on Scribd

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Tesla starts removing outright Full Self-Driving purchase option at time of order

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(Credit: Tesla)

Tesla has chosen to axe the ability to purchase Full Self-Driving outright from a select group of cars just days after CEO Elon Musk announced the company had plans to eliminate that option in February.

The company is making a clear-cut stand that it will fully transition away from the ability to purchase the Full Self-Driving suite outright, a move that has brought differing opinions throughout the Tesla community.

Earlier this week, the company also announced that it will no longer allow buyers to purchase Full Self-Driving outright when ordering a pre-owned vehicle from inventory. Instead, that will be available for $99 per month, the same price that it costs for everyone else.

The ability to buy the suite for $8,000 for a one-time fee at the time of order has been removed:

This is a major move because it is the first time Tesla is eliminating the ability to purchase FSD outright for one flat fee to any of its vehicles, at least at the time of purchase.

It is trying to phase out the outright purchase option as much as it can, preparing people for the subscription-based service it will exclusively offer starting on February 14.

In less than a month, it won’t be available on any vehicle, which has truly driven some serious conversation from Tesla owners throughout the community.

There’s a conflict, because many believe that they will now lose the ability to buy FSD and not pay for it monthly, which is an attractive offer. However, others believe, despite paying $8,000 for FSD, that they will have to pay more money on top of that cost to get the unsupervised suite.

Additionally, CEO Elon Musk said that the FSD suite’s subscription price would increase over time as capabilities increase, which is understandable, but is also quite a conflict for those who spent thousands to have what was once promised to them, and now they may have to pay even more money.

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Tesla Robotaxi has a highly-requested hardware feature not available on typical Model Ys

These camera washers are crucial for keeping the operation going, as they are the sole way Teslas operate autonomously. The cameras act as eyes for the car to drive, recognize speed limit and traffic signs, and travel safely.

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Credit: David Moss | X

Tesla Robotaxi has a highly-requested hardware feature that is not available on typical Model Ys that people like you and me bring home after we buy them. The feature is something that many have been wanting for years, especially after the company adopted a vision-only approach to self-driving.

After Tesla launched driverless Robotaxi rides to the public earlier this week in Austin, people have been traveling to the Lone Star State in an effort to hopefully snag a ride from one of the few vehicles in the fleet that are now no longer required to have Safety Monitors present.

BREAKING: Tesla launches public Robotaxi rides in Austin with no Safety Monitor

Although only a few of those completely driverless rides are available, there have been some new things seen on these cars that are additions from regular Model Ys, including the presence of one new feature: camera washers.

With the Model Y, there has been a front camera washer, but the other exterior “eyes” have been void of any solution for this. For now, owners are required to clean them manually.

In Austin, Tesla is doing things differently. It is now utilizing camera washers on the side repeater and rear bumper cameras, which will keep the cameras clean and keep operation as smooth and as uninterrupted as possible:

These camera washers are crucial for keeping the operation going, as they are the sole way Teslas operate autonomously. The cameras act as eyes for the car to drive, recognize speed limit and traffic signs, and travel safely.

This is the first time we are seeing them, so it seems as if Safety Monitors might have been responsible for keeping the lenses clean and unobstructed previously.

However, as Tesla transitions to a fully autonomous self-driving suite and Robotaxi expands to more vehicles in the Robotaxi fleet, it needed to find a way to clean the cameras without any manual intervention, at least for a short period, until they can return for interior and exterior washing.

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Tesla makes big Full Self-Driving change to reflect future plans

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tesla interior operating on full self driving
Credit: TESLARATI

Tesla made a dramatic change to the Online Design Studio to show its plans for Full Self-Driving, a major part of the company’s plans moving forward, as CEO Elon Musk has been extremely clear on the direction moving forward.

With Tesla taking a stand and removing the ability to purchase Full Self-Driving outright next month, it is already taking steps to initiate that with owners and potential buyers.

On Thursday night, the company updated its Online Design Studio to reflect that in a new move that now lists the three purchase options that are currently available: Monthly Subscription, One-Time Purchase, or Add Later:

This change replaces the former option for purchasing Full Self-Driving at the time of purchase, which was a simple and single box to purchase the suite outright. Subscriptions were activated through the vehicle exclusively.

However, with Musk announcing that Tesla would soon remove the outright purchase option, it is clearer than ever that the Subscription plan is where the company is headed.

The removal of the outright purchase option has been a polarizing topic among the Tesla community, especially considering that there are many people who are concerned about potential price increases or have been saving to purchase it for $8,000.

This would bring an end to the ability to pay for it once and never have to pay for it again. With the Subscription strategy, things are definitely going to change, and if people are paying for their cars monthly, it will essentially add $100 per month to their payment, pricing some people out. The price will increase as well, as Musk said on Thursday, as it improves in functionality.

Those skeptics have grown concerned that this will actually lower the take rate of Full Self-Driving. While it is understandable that FSD would increase in price as the capabilities improve, there are arguments for a tiered system that would allow owners to pay for features that they appreciate and can afford, which would help with data accumulation for the company.

Musk’s new compensation package also would require Tesla to have 10 million active FSD subscriptions, but people are not sure if this will move the needle in the correct direction. If Tesla can potentially offer a cheaper alternative that is not quite unsupervised, things could improve in terms of the number of owners who pay for it.

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