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Elon Musk’s ‘Dexit’ sparks corporate exodus, threatens Delaware’s business throne

MINISTÉRIO DAS COMUNICAÇÕES, CC BY 2.0 , via Wikimedia Commons

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Delaware’s corporate grip seems to be slipping. Frustrated CEOs, echoing Elon Musk’s frustrations with the state, are ditching the state’s Chancery Court and reincorporating elsewhere—a movement that has been colloquially dubbed as “Dexit.”

The “Dexit” Exodus:

  • Meta, Dropbox, Pershing Square, Trade Desk, Fidelity National Financial, and Sonoma Pharmaceuticals have drafted up plans to potentially exit Delaware and incorporate somewhere else, as noted in a Yahoo Finance report. 
  • These companies, if they do leave, would join Elon Musk’s Tesla, SpaceX, Boring Company, Neuralink, and X.
  • The trend has been informally dubbed as “Dexit.”
  • Musk’s companies left the state after Delaware Judge Chancellor Kathaleen McCormick struck down the CEO’s 2018 pay package after all its targets had already been achieved.

Musk’s warning: 

  • Musk has been very open about his disdain over Delaware’s courts. “Never incorporate your company in the state of Delaware,” he posted on X in January 2024. 
  • Musk’s frustration with Delaware became even more evident after Chancellor McCormick refused to consider the decision of TSLA shareholders, who ratified the CEO’s pay package during its 2024 Annual Meeting of Stockholders.
  • Tesla shareholders have voted to reincorporate the company in Texas instead of Delaware during its last annual meeting.

Experts Weigh In: 

  • “I think there is a lot of pressure on Delaware,” said University of Virginia Law School professor Michal Barzuza. “And I think the more moving, the easier it becomes for others to move.”
  • Pershing Square CEO Bill Ackman was among the entrepreneurs who have opted to leave Delaware. In a post on X, he announced that he is leaving the state for Nevada.
  • “We are reincorporating our management company in Nevada for the same reason. Top law firms are recommending Nevada and Texas over Delaware,” Ackman wrote.
  • Coinbase chief legal officer Paul Grewal shared similar sentiments in recent weeks.
  • “I’ve tried cases to Delaware juries, enjoyed friendships with Delaware judges, and taught classes to Delaware lawyers. The Hotel DuPont is a familiar stay, and I’ve bought too many shirts and ties to count at Wright & Simon in Wilmington. And so I share this with affection, not animosity:  Delaware is at serious risk of losing its standing as the leading state of incorporation for American companies,” Grewal wrote.

The Stakes for Delaware:

  • For roughly a century, Delaware has lured companies with business-friendly laws, a specialized court, and easy filings. Due to these, the state hosts over two-thirds of Fortune 500 firms.
  • Incorporation fees are a notable part of Delaware’s economy. In 2024, incorporation fees brought $1.33 billion to the state. 
  • Delaware rivals like Nevada, Texas, and Wyoming are now muscling in with their own pro-business pitches.
  • New Delaware Gov. Matt Meyer is digging into Chancery complaints.
  • “I’m hearing something similar from a number of Delaware companies and attorneys. That they feel like they get the same judge every time when they come to Delaware business court, and they don’t feel like they are getting a fair hearing,” he told CNBC.

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

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.

Elon Musk

UPDATE: Tesla investors push Charles Schwab for Musk comp plan clarification

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Tesla CEO Elon Musk unveils futuristic Cybertruck in Los Angeles, Nov. 21, 2019 (Photo: Teslarati)

Update: 4:00 p.m. EDT – Charles Schwab has reached out to TESLARATI with the following statement, clarifying that it plans to vote FOR Musk’s compensation package:

“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved.”
There have also been updates to the headline and various paragraphs to reflect this as well as accuracy.

Tesla investors are pushing Charles Schwab for clarification after it was expected to vote against CEO Elon Musk’s pay package.

Several high-profile Tesla influencers are speaking out against Charles Schwab, saying its decision to vote against the plan that would retain Musk as CEO and give him potentially more voting power if he can achieve the tranches set by the company’s Board of Directors.

The Tesla community appeared to see that Schwab is one firm that tends to vote against Musk’s compensation plans, as they also voted against the CEO’s 2018 pay package, which was passed by shareholders but then denied by a Delaware Chancery Court.

Schwab’s move was recognized by investors within the Tesla community and now they are speaking out about it:

At least six of Charles Schwab’s ETFs were expected to vote against Tesla’s Board recommendation to support the compensation plan for Musk. The six ETFs represent around 7 million Tesla $TSLA shares.

Jason DeBolt, an all-in Tesla shareholder, summarized the firm’s decision really well:

As a custodian of ETF shares, your fiduciary duty is to vote in shareholders’ best interests. For a board that has delivered extraordinary returns, voting against their recommendations doesn’t align with retail investors, Tesla employees, or the leadership we invested to support. If Schwab’s proxy voting policies don’t reflect shareholder interests, my followers and I will move our collective tens of millions in $TSLA shares (or possibly hundreds of millions) to a broker that does, via account transfer as soon as this week.”
Tesla shareholders will vote on Musk’s pay package on Thursday at the Annual Shareholders Meeting in Austin, Texas.

It seems more likely than not that it will pass, but investors have made it clear they want a decisive victory, as it could clear the path for any issues with shareholder lawsuits in the future, as it did with Musk’s past pay package.

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Norway’s $2 trillion sovereign wealth fund votes against Elon Musk’s 2025 performance award

The fund is managed by Norges Bank Investment Management (NBIM), and it holds a 1.14% stake in Tesla valued at about $11.6 billion.

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MINISTÉRIO DAS COMUNICAÇÕES, CC BY 2.0 , via Wikimedia Commons

Norway’s $2 trillion sovereign wealth fund has voted against Elon Musk’s 2025 performance award, which will be ultimately decided at Tesla’s upcoming annual shareholder meeting. 

The fund is managed by Norges Bank Investment Management (NBIM), and it holds a 1.14% stake in Tesla valued at about $11.6 billion.

NBIM’s opposition

NBIM confirmed it had already cast its vote against Musk’s pay package, citing concerns over its total size, dilution, and lack of mitigation of key person risk, as noted in a CNBC report. The fund acknowledged Musk’s leadership of the EV maker, and it stated that it will continue to seek dialogue with Tesla about its concerns. 

“While we appreciate the significant value created under Mr. Musk’s visionary role, we are concerned about the total size of the award, dilution, and lack of mitigation of key person risk- consistent with our views on executive compensation. We will continue to seek constructive dialogue with Tesla on this and other topics,” NBIM noted.

The upcoming Tesla annual shareholder meeting will decide whether Musk should receive his proposed 2025 performance award, which would grant him large stock options over the next decade if Tesla hits several ambitious milestones, such as a market cap of $8.5 trillion. The 2025 performance award will also increase Musk’s stake in Tesla to 25%.

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Elon Musk and NBIM

Elon Musk’s proposed 2025 CEO performance award has proven polarizing, with large investors split on whether the executive should be given a pay package that, if fully completed, would make him a trillionaire. 

Institutional Shareholder Services and Glass Lewis have recommended that shareholders vote against the deal, and initiatives such as the “Take Back Tesla” campaign have rallied investors to oppose the proposed performance award. On the other hand, other large investors such as ARK Invest and the State Board of Administration of Florida (SBA) have urged shareholders to approve the compensation plan. 

Interestingly enough, this is not the first time that Musk and NBIM have found themselves on opposing sides. Last year, NBIM voted against reinstating Musk’s 2018 performance award, which had already been fully accomplished but was rescinded by a Delaware judge.

Later reports shared text messages between Musk and NBIM Chief Executive Nicolai Tangen, who was inviting the CEO to a dinner in Oslo. Musk declined the invitation, writing, “When I ask you for a favor, which I very rarely do, and you decline, then you should not ask me for one until you’ve done something to make amends. Friends are as friends do.”

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Tesla begins production of new Model Y trim at Giga Berlin

Tesla announced on Monday that its Model Y Standard configuration was officially being built at Giga Berlin, less than one month after the company officially announced the configuration early last month.

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Credit: Tesla

Tesla has begun production of the new Model Y trim at Gigafactory Berlin, the company’s production plant in Germany.

Tesla announced on Monday that its Model Y Standard configuration was officially being built at Giga Berlin, less than one month after the company officially announced the configuration early last month.

On October 7, Tesla announced the launch of the Model 3 and Model Y Standard trim levels, its answer to the call for affordable EVs within its lineup and its response to the loss of the $7,500 electric vehicle tax credit.

On October 3, Tesla started production of the vehicles in Germany:

The Standard iteration of the Model Y is void of many of the more premium features that are available in the Rear-Wheel-Drive, All-Wheel-Drive, and Performance trims of the vehicle are equipped with.

A few of the features of the Model Y Standard are:

  • Single Motor configuration
  • No rear touchscreen
  • Textile seats with vegan leather, instead of all vegan leather
  • 320-mile range
  • No glass roof

The launch of the Model Y Standard was truly a move to help Tesla get vehicles into the sub-$40,000 price point, and although many consumers were hoping to see the company get closer to $30,000 with these cars, this is a great starting point.

Deliveries in the United States have already started, and it seems it will be a vehicle that will do one of two things: either push some consumers to finally make the jump to Tesla, or it will give car buyers another reason to buy the Premium trims, as they may feel the lack of features is not a good enough deal.

This is something we saw with the Cybertruck’s Rear-Wheel-Drive configuration, which launched last year and ended up being more of the latter option listed above.

The Tesla Model Y Standard is actually a great deal in Europe

It was only a $10,000 discount from the All-Wheel-Drive Cybertruck, but it also did not have adaptive air suspension, premium interiors, or the powered tonneau cover, which many people felt was too much of a sacrifice.

The Rear-Wheel-Drive Cybertruck was discontinued only a few months later.

It does not seem as if this is the case with the Model Y Standard, which already seems to be an attractive option to some buyers.

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