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Elon Musk’s appeal starts to restore his $56B Tesla pay package

Musk claims the Delaware judge made key errors when canceling his $56B Tesla payday. His legal team argues the ruling defies corporate law.

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Credit: Tesla

On Tuesday, March 11, 2025, Elon Musk’s appeal to restore his $56 billion Tesla pay package started with claims that the lower court judge who rescinded the 2018 compensation made a few mistakes in the case.

“That counterintuitive result defies settled principles of Delaware law, sound corporate governance, and common sense,” said the opening appeal brief.

Elon Musk, plus current and former Tesla directors, are defendants in this case. In their appeal brief, Musk and the Tesla directors argue that Delaware Chancery Court Judge Kathleen McCormick incorrectly applied the entire fairness standard to assess the $56 billion pay package and make her ruling.

According to the Delaware Supreme Court, the entire fairness standard reviews corporate transactions, including those between corporations and their controlling stockholders. The entire fairness standard may apply when a controlling stockholder receives a non-ratable benefit, or there is a potential conflict of interest.

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In January 2024, Judge McCormick rescinded Elon Musk’s 2018 pay package. She said the $56 billion compensation plan was unfair to Tesla shareholders because the company’s directors at the time were “beholden” to Musk. The Delaware Chancery Judge also believed that Tesla withheld information from investors before they approved Musk’s 2018 pay package.

Musk’s appeal brief states that Judge McCormick applied the entire fairness standard because Musk controlled pay negotiations at Tesla. In addition, she determined that ordinary business relationships among directors were in conflict and faulted Tesla’s disclosures before the 2018 vote that approved Musk’s $56 billion pay package.

According to Reuters, Judge McCormick’s decision to apply the entire fairness standard granted a “license to sue” to Tesla shareholders. As such, Richard Tornetta was able to file a case in 2018, when he owned nine TSLA shares.

Tornetta filed a derivative suit or a lawsuit filed by a shareholder or multiple shareholders on behalf of a corporation against the corporation’s directors, officers, or third parties who breached their duties.

Maria--aka "M"-- is an experienced writer and book editor. She's written about several topics including health, tech, and politics. As a book editor, she's worked with authors who write Sci-Fi, Romance, and Dark Fantasy. M loves hearing from TESLARATI readers. If you have any tips or article ideas, contact her at maria@teslarati.com or via X, @Writer_01001101.

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Elon Musk echoes worries over Tesla control against activist shareholders

Elon Musk has spoken on several occasions of the “activist shareholders” who threaten his role at Tesla.

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Credit: xAI | X

Elon Musk continues to raise concerns over his control of Tesla as its CEO and one of its founders, as activist shareholders seem to be a viable threat to the company in his eyes.

Musk has voiced concerns over voting control of Tesla and the possibility of him being ousted by shareholders who do not necessarily have the company’s future in mind. Instead, they could be looking to oust Musk because of his political beliefs or because of his vast wealth.

We saw an example of that as shareholders voted on two separate occasions to award Musk a 2018 compensation package that was earned as Tesla met various growth goals through the CEO’s leadership.

Despite shareholders voting to award Musk with the compensation package on two separate occasions, once in 2018 and again in 2024, Delaware Chancery Court Judge Kathaleen McCormick denied the CEO the money both times. At one time, she called it an “unfathomable sum.”

Musk’s current stake in Tesla stands at 12.8 percent, but he has an option to purchase 304 million shares, which, if exercised, after taxes, he says, would bump his voting control up about 4 percent.

However, this is not enough of a stake in the company, as he believes a roughly 25 percent ownership stake would be enough “to be influential, but not so much that I can’t be overturned,” he said in January 2024.

Musk’s concerns were echoed in another X post from Thursday, where he confirmed he has no current personal loans against Tesla stock, and he reiterated his concerns of being ousted from the company by those he has referred to in the past as “activist shareholders.”

Elon Musk explains why he wants 25% voting share at Tesla: “I just want to be an effective steward of very powerful technology”

The CEO said during the company’s earnings call in late July:

“That is a major concern for me, as I’ve mentioned in the past. I hope that is addressed at the upcoming shareholders’ meeting. But, yeah, it is a big deal. I want to find that I’ve got so little control that I can easily be ousted by activist shareholders after having built this army of humanoid robots. I think my control over Tesla, Inc. should be enough to ensure that it goes in a good direction, but not so much control that I can’t be thrown out if I go crazy.”

The X post from Thursday said:

There is a concern that Musk could eventually put his money where his mouth is, and if politicians and judges are able to limit his ownership stake as they’ve been able to do with his pay package, he could eventually leave the company.

The company’s shareholders voted overwhelmingly to approve Musk’s pay package. A vast majority of those who voted to get Musk paid still want him to be running Tesla’s day-to-day operations. Without his guidance, the company could face a major restructuring and would have a vastly new look and thesis.

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People are already finding value in Tesla Robotaxi services

Tesla initially launched its Robotaxi service in Austin, though the company more recently launched it in the Bay Area.

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Credit: Tesla

Tesla’s Robotaxi service is still in its earliest days, but some consumers are already finding surprising value in the autonomous ride-hailing system. 

This was hinted at in recent comments on social media platform X. 

Robotaxi Ramp

Tesla initially launched its Robotaxi service in Austin, though the company more recently launched it in the Bay Area. Tesla’s geofence for its Robotaxi service in the Bay Area is massive, covering several times the area that is currently serviced by rival Waymo. 

As noted by the EV community members on social media, going end-to-end in Tesla’s Bay Area geofence would likely take over an hour’s worth of driving. That’s an impressive launch for the Robotaxi service in California, and considering Tesla’s momentum, its California geofence will likely grow substantially in the coming months.

Secret Advantage

As noted by Tesla owner and photographer @billykyle, the Tesla Robotaxi service actually has key advantages for people who travel a lot for their work. As per the Tesla owner, using a Robotaxi service would give back so much of his time considering that he gets about 5-7 shoots per day at times. 

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“I’ve been reflecting on how much of a game changer this is. As a photographer that runs my own business, servicing clients all around the Philadelphia area, I could ditch having a car and let an autonomous vehicle drive me between my 5-7 shoots I have per day. This would give me so much time back to work and message clients,” the photographer wrote in a post on X.

The Tesla owner also noted that the Robotaxi service could also solve issues with parking, as it could be tricky in cities. The Robotaxi service’s driverless nature also avoids the issue of rude and incompetent ride-hailing drivers, which are unfortunately prevalent in services such as Uber and Lyft. Ultimately, just like Unsupervised FSD, Tesla’s Robotaxi service has the potential to reclaim time for consumers. And as anyone in the business sphere would attest, time is ultimately money.

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Tesla Robotaxi and Supercharger Diner are killing a dreaded consumer tradition

Tesla is still just charging strictly for its services–while asking for zero tips.

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Credit: Joe Tegtmeyer/X

Tesla’s Robotaxi service and its newly launched Supercharger Diner are killing a longtime but increasingly dreaded consumer tradition in the United States. Based on videos taken of consumers using the Robotaxi service in the Bay Area, Tesla is still just charging strictly for its services–while asking for zero tips.

Tesla Services with Zero Tips

When Tesla launched the Robotaxi pilot in Austin, users quickly noticed that the company was not allowing riders to leave a tip for the service. If one were to try leaving a tip after a Robotaxi ride, the app simply flashes an image of Tesla’s meme hedgehog mascot with a “Just Kidding” message. 

At the time, this seemed like a small tongue-in-cheek joke from the electric vehicle maker. The initial Robotaxi pilot in Austin was rolled out on a small scale, after all, and some social media users speculated that tipping may eventually just be introduced to the service.

But upon the opening of the Tesla Supercharger Diner, consumers also observed that the facility does not allow tipping. Tesla’s notice is simple: “Gratuity: Tesla covers tipping for staff.” This means that employees who work at the Tesla Diner make enough to not rely on gratuities from consumers. 

And with the launch of the Robotaxi service in the Bay Area, users observed once more that Tesla is still not allowing tipping. This was highlighted by longtime Tesla owner @BLKMDL3, who shared a video of the Tesla Robotaxi app also briefly displaying the hedgehog mascot with a “Just Kidding” message when he tried leaving a tip.

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Out of Control

As noted in a report from The Guardian, tipping has been a longstanding business practice in the United States, were service workers typically make less than the federal minimum wage. With this system in place, service workers end up relying on gratuities to make ends meet. This was understandable, but after the pandemic, tipping culture ended up going out of control.

On platforms such as Reddit, users have also complained about services like Uber asking for large tips for using their services. Consumers have also shared shocking experiences involving some services that ask for tips. These include self-checkout counters, drive-throughs, hotdog stands, drug stores, a bottled water stall at a jazz festival, an airport vending machine, a used bookstore, a cinema box office, and a children’s arcade, among others.

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