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Tesla investor’s legal team urges DE court to respect Musk pay ratification vote

Credit: Andrea Conway/X

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Tesla shareholders ratified Elon Musk’s 2018 CEO Performance Award at the 2024 Cyber Roundup, but the fight about the matter in Delaware Court is not over just yet. This was highlighted in a joinder filed by the legal team of a TSLA investor who decided to challenge the astronomical fee request of the lawyers of shareholder Richard Tornetta, who filed a legal complaint about Musk’s 2018 pay package at a time when he held just nine shares of the EV maker. 

Tornetta’s legal team has argued that they deserve to be paid over 29 million shares of TSLA for their services in the case, which translated to over $5 billion at the time or over $200,000 per hour. Tesla shareholder Amy Steffens, a longtime investor of Tesla with over 19,000 shares, secured her own legal team to challenge the fee request of Tornetta’s lawyers. Following the decision of Tesla investors to ratify Musk’s pay package at the 2024 Cyber Roundup, Tornetta’s legal team argued that the ratification of the CEO’s pay package was invalid since investors were still “coerced” and “uninformed.” The lawyers also described the events that transpired leading up to the ratification of Musk’s pay package as a “clown show.” 

Steffens’ legal team has now submitted a joinder for the case, which will hopefully be heard later this week when the court is expected to hold a hearing for the motion to reconsider the Delaware Judge’s preliminary ruling in the case. The joinder, parts of which were shared on X by Tesla investor Alexandra Merz, argued that the ratification of Musk’s pay package by TSLA shareholders showed that Tornetta’s complaint against the CEO Performance Award “provided no tangible economic benefit to Tesla or its stockholders.” Steffens’ legal team also highlighted that contrary to the claims of Tornetta’s lawyers, the shareholder vote on Musk’s pay plan is likely among the most informed stockholder votes in Delaware history. 

“The Ratification Vote was fully informed indeed, it is likely among the most informed votes in Delaware corporate history. The extensive proxy filings included this Court’s rescission opinion, so Tesla’s stockholders were well aware of the issues identified by this Court prior to their ratification vote. The ratification issue was robustly debated online, on television, and in newspapers. Opponents— including Mr. Tornetta’s experts in this litigation made their voices heard.’ When the votes came in, Mr. Tornetta lost decisively: 72% of disinterested voting shares favored ratification,” the lawyers wrote. 

Steffens’ legal team also addressed the “clown show” comment from Tornetta’s attorneys. “Mr. Tornetta’s counsel disparages this exercise of stockholder democracy as a ‘clown show.’ It is anything but. Ms. Steffens and Tesla’s other stockholders had all the relevant facts before them, including this Court’s decision, and determined that the 2018 Grant benefited them more than rescission. When stockholders freely petition their elected board for a vote, and then overwhelmingly affirm a board’s decision by voting to uphold it, further litigation by a derivative plaintiff attacking that democratically determined result is neither necessary nor appropriate,” Steffens’ legal team noted.

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The longtime Tesla investors’ legal team urged the court to respect TSLA stockholders’ democracy as well. “Even beyond Due Process concerns, respect for stockholder democracy commends limiting Plaintiff’s continuing role in light of the Ratification Vote. Here, the question goes beyond Mr. Tornetta’s adequacy to the source of his authority. When Mr. Tornetta steps into the shoes of Tesla as a derivative plaintiff, he does so without democratic legitimacy. Tesla’s stockholders can vote out their directors, but they lack any democratic means to revoke Mr. Tornetta’s authority as a plaintiff. 

“Ms. Steffens respectfully suggests that in this specific context-where a supermajority of fully-informed, uncoerced stockholders unambiguously repudiates the relief obtained by a derivative plaintiff-the Court should treat this as a vote of no confidence and withdraw Mr. Tornetta’s authority to act on behalf of the Company. At the very least, where a plaintiff has shown himself willing to pay his counsel hundreds of thousands of dollars per hour to engage in legal work that conflicts directly with the wishes of the vast majority of stockholders, those stockholders should have some means (through the ballot box or the courtroom) to eliminate that plaintiff’s authority to continue to engage in such damaging conduct while purporting to act on their behalf,” the longtime TSLA shareholder’s legal team wrote. 

Tesla CEO Elon Musk seems to have appreciated the efforts of the TSLA stockholder’s legal team. Responding to a post about the matter on social media platform X, Musk responded to the shareholder’s efforts with a couple of “lit” emojis. 

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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Ford cancels all-electric F-150 Lightning, announces $19.5 billion in charges

“Rather than spending billions more on large EVs that now have no path to profitability, we are allocating that money into higher returning areas, more trucks and van hybrids, extended range electric vehicles, affordable EVs, and entirely new opportunities like energy storage.”

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Credit: Ford Motor Co.

Ford is canceling the all-electric F-150 Lightning and also announced it would take a $19.5 billion charge as it aims to quickly restructure its strategy regarding electrification efforts, a massive blow for the Detroit-based company that was once one of the most gung-ho on transitioning to EVs.

The announcement comes as the writing on the wall seemed to get bolder and more identifiable. Ford was bleeding money in EVs and, although it had a lot of success with the all-electric Lightning, it is aiming to push its efforts elsewhere.

It will also restructure its entire strategy on EVs, and the Lightning is not the only vehicle getting the boot. The T3 pickup, a long-awaited vehicle that was developed in part of a skunkworks program, is also no longer in the company’s plans.

Instead of continuing on with its large EVs, it will now shift its focus to hybrids and “extended-range EVs,” which will have an onboard gasoline engine to increase traveling distance, according to the Wall Street Journal.

“Ford no longer plans to produce select larger electric vehicles where the business case has eroded due to lower-than-expected demand, high costs, and regulatory changes,” the company said in a statement.

While unfortunate, especially because the Lightning was a fantastic electric truck, Ford is ultimately a business, and a business needs to make money.

Ford has lost $13 billion on its EV business since 2023, and company executives are more than aware that they gave it plenty of time to flourish.

Andrew Frick, President of Ford, said:

“Rather than spending billions more on large EVs that now have no path to profitability, we are allocating that money into higher returning areas, more trucks and van hybrids, extended range electric vehicles, affordable EVs, and entirely new opportunities like energy storage.”

CEO Jim Farley also commented on the decision:

“Instead of plowing billions into the future knowing these large EVs will never make money, we are pivoting.”

Farley also said that the company now knows enough about the U.S. market “where we have a lot more certainty in this second inning.”

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SpaceX shades airline for seeking contract with Amazon’s Starlink rival

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Credit: Richard Angle

SpaceX employees, including its CEO Elon Musk, shaded American Airlines on social media this past weekend due to the company’s reported talks with Amazon’s Starlink rival, Leo.

Starlink has been adopted by several airlines, including United Airlines, Qatar Airways, Hawaiian Airlines, WestJet, Air France, airBaltic, and others. It has gained notoriety as an extremely solid, dependable, and reliable option for airline travel, as traditional options frequently cause users to lose connection to the internet.

Many airlines have made the switch, while others continue to mull the options available to them. American Airlines is one of them.

A report from Bloomberg indicates the airline is thinking of going with a Starlink rival owned by Amazon, called Leo. It was previously referred to as Project Kuiper.

American CEO Robert Isom said (via Bloomberg):

“While there’s Starlink, there are other low-Earth-orbit satellite opportunities that we can look at. We’re making sure that American is going to have what our customers need.”

Isom also said American has been in touch with Amazon about installing Leo on its aircraft, but he would not reveal the status of any discussions with the company.

The report caught the attention of Michael Nicolls, the Vice President of Starlink Engineering at SpaceX, who said:

“Only fly on airlines with good connectivity… and only one source of good connectivity at the moment…”

CEO Elon Musk replied to Nicolls by stating that American Airlines risks losing “a lot of customers if their connectivity solution fails.”

There are over 8,000 Starlink satellites in orbit currently, offering internet coverage in over 150 countries and territories globally. SpaceX expands its array of satellites nearly every week with launches from California and Florida, aiming to offer internet access to everyone across the globe.

SpaceX successfully launches 100th Starlink mission of 2025

Currently, the company is focusing on expanding into new markets, such as Africa and Asia.

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Tesla Model Y Standard stuns in new range test, besting its Premium siblings

Tesla’s newer vehicles have continued to meet or exceed their EPA estimates. This is a drastic change, as every 2018-2023 model year Tesla that Edmunds assessed did not meet its range estimates.

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Credit: Tesla

The Tesla Model Y Standard stunned in a new range test performed by automotive media outlet Edmunds, besting all of its Premium siblings that are more expensive and more luxurious in terms of features.

Testing showed the Model Y Standard exceeded its EPA-estimated range rating of 321 miles, as Edmunds said it is the “longest-range Model Y that we’ve ever put on our loop.” In the past, some vehicles have come up short in comparison with EPA ranges; for example, the Model Y’s previous generation vehicle had an EPA-estimated range of 330 miles, but only drove 310.

Additionally, the Launch Series Model Y, the first configuration to be built in the “Juniper” program, landed perfectly on the EPA’s range estimates at 327 miles.

It was also more efficient than Premium offerings, as it utilized just 22.8 kWh to go 100 miles. The Launch Series used 26.8 kWh to travel the same distance.

It is tested using Edmunds’ traditional EV range testing procedure, which follows a strict route of 60 percent city and 40 percent highway driving. The average speed throughout the trip is 40 MPH, and the car is required to stay within 5 MPH of all posted speed limits.

Each car is also put in its most efficient drive setting, and the climate is kept on auto at 72 degrees.

“All of this most accurately represents the real-world driving that owners do day to day,” the publication says.

With this procedure, testing is as consistent as it can get. Of course, there are other factors, like temperature and traffic density. However, one thing is important to note: Tesla’s newer vehicles have continued to meet or exceed their EPA estimates. This is a drastic change, as every 2018-2023 model year Tesla that Edmunds assessed did not meet its range estimates.

Tesla Model Y Standard vs. Tesla Model Y Premium

Tesla’s two Model Y levels both offer a great option for whichever fits your budget. However, when you sit in both cars, you will notice distinct differences between them.

The Premium definitely has a more luxurious feel, while the Standard is stripped of many of the more premium features, like Vegan Leather Interior, acoustic-lined glass, and a better sound system.

You can read our full review of the Model Y Standard below:

Tesla Model Y Standard Full Review: Is it worth the lower price?

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