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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. 

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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 analyst says this common earnings narrative is losing importance

“Numbers are going down next year, but that’s ok because it’s all about autonomy.”

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(Credit: Tesla)

A Tesla (NASDAQ: TSLA) analyst is doubling down on the idea that one common earnings narrative is losing importance as the company continues to work toward new technologies and projects.

This week, Tesla will report earnings for the third quarter, and one thing people always pay attention to is deliveries. Although Tesla reveals its deliveries for the quarter well before it reports earnings, many investors will look for commentary regarding the company’s strategy for responding to the loss of the $7,500 tax credit.

Tesla has made a few moves already, including a lease deal that takes a substantial amount of money off, launching new Standard models, and cutting up to 23 percent off of lease pricing.

Tesla makes crazy move to spur short-term demand in the U.S.

However, analysts are looking at the company in a different light.

Aligning with the narrative that Tesla is not just a car company and has many different projects, Gene Munster of Deepwater Asset Management believes many investors need to look at another part of the business.

Munster said the delivery figures for Q3, which landed at 497,099, the highest in company history, were padded by customers rushing to showrooms to take advantage of the expiring tax credit.

He believes that deliveries will be more realistic in subsequent quarters, but investors should not worry because the focus on Tesla is not going to be on how many cars it hands over to customers:

“Numbers are going down next year, but that’s ok because it’s all about autonomy.”

Tesla has been working nonstop to roll out a dedicated Robotaxi platform in various cities across the United States, and has already launched in two states: Texas and California.

It has also received regulatory approvals to test driverless Robotaxis in Arizona and Nevada, while seeking permissions in Florida and other states, according to the company’s online job postings.

Munster continued:

“Most people are hyper-focused on the Robotaxi opportunity and not focused as much on FSD.”

While Robotaxi is incredibly important, Tesla’s Full Self-Driving (Supervised) suite is also extremely crucial moving forward, as it sets the stage for the company to roll out a formidable self-driving service.

Tesla rolled out its newest FSD software to more owners last night, and as it expands, the company is gaining valuable data to refine its performance.

Earnings will be reported tomorrow at market close.

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Tesla rolled out a new feature with FSD v14 to fix a major complaint

One of the most crucial cameras for FSD operation is located at the top of the windshield, and some owners have complained about condensation or other debris accumulating here, which impacts FSD’s availability during drives.

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Credit: The Kilowatts | X

Tesla rolled out a new feature with Full Self-Driving (Supervised) v14.1.3 in an effort to fix a major complaint from owners.

Tesla’s approach to self-driving is significantly different than other companies as it only relies on cameras for operation. Tesla Vision was launched several years ago and completely axed any reliance the suite had on sensors, as CEO Elon Musk’s strategy was unorthodox and went against the grain.

However, it has proven to be effective, as Tesla still operates the most refined semi-autonomous driving suite in the United States.

There are some drawbacks, though, and one of them has to do with the obvious: cameras get dirty and need to be cleaned somewhat regularly.

One of the most crucial cameras for FSD operation is located at the top of the windshield, and some owners have complained about condensation or other debris accumulating here, which impacts FSD’s availability during drives:

Tesla has been working to confront this issue, and in classic fashion, it used a software update to work on resolving it.

With the rollout of Full Self-Driving v14.1.3 and Software Version 2025.32.8.15, Tesla added a new feature that aims to clean the front camera efficiently without relying on the owner to do it manually.

Tesla Full Self-Driving’s new version officially gets a wider rollout

In its release notes for the suite, it said:

“Added automatic narrow field washing to provide rapid and efficient front camera self-cleaning, and optimize aerodynamics wash at higher vehicle speed.”

If the camera starts to have some issues with visibility, the car will automatically clean the front windshield camera to avoid any issues:

This new addition is a small but mighty change considering all things. It is a necessary process to keep things operational and avoid any disruptions in FSD performance. It is also a testament to how much better Tesla vehicles can get with a simple software update.

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Tesla Full Self-Driving’s new version officially gets a wider rollout

So far, v14 has introduced a handful of new features and improvements, but the first versions needed refinement before Tesla made an effort to expand the population. It had issues with a brake stutter, but this has been mostly resolved.

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Credit: Tesla Europe and Middle East | X

Tesla’s newest Full Self-Driving version is officially rolling out wider to customers outside of the Early Access Program (EAP), in preparation for a total launch of the new v14 suite.

Over the past several weeks, Tesla has been working to refine its new v14 Full Self-Driving (Supervised) in an effort to have it ready for the entire fleet of vehicles in the United States. We are lucky enough to be in the EAP, so we’ve been able to test new features and rollouts first-hand.

So far, v14 has introduced a handful of new features and improvements, but the first versions needed refinement before Tesla made an effort to expand the population. It had issues with a brake stutter, but this has been mostly resolved.

Additionally, the rollout of the new Mad Max Speed Profile has gathered some attention.

Now that Tesla has started rolling out v14.1.3 yesterday to EAP members, the company ultimately decided that it was time to expand the software to more vehicles, as many owners are reporting that they’re receiving it:

Additionally, the suite has started to expand to Model S and Model X vehicles, so this rollout is not exclusive to Model 3 and Model Y:

The only issue with this rollout is that it still appears to be missing the Cybertruck, which Tesla was transparent about earlier this month. Although the company planned to release v14 to Cybertrucks by the end of the month, there has been no hint that this is going to happen.

This is already the third iteration of v14 in the past two weeks, indicating that Tesla is truly addressing the shortcomings of past versions and rolling out updates as quickly as possible.

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