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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. 

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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.

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. 

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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 VP explains latest updates in trade secret theft case

Tesla reportedly caught Matthews copying the tech into machines that were sold to competitors, claiming they lied about doing so for three years, and continued to ship it. That is when Tesla chose to sue Matthews in July 2024 in Federal court, demanding over $1 billion in damages due to trade secret theft.

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tesla 4680
Credit: Tesla Inc.

Tesla Vice President Bonne Eggleston explained the latest updates in a trade secret theft case the company has against a former manufacturing equipment supplier, Matthews International.

Back in 2024, Tesla had filed a lawsuit against Matthews International, alleging that the firm stole trade secrets about battery manufacturing and shared those details with some of Tesla’s competitors.

Early last year, a U.S. District Court Judge denied Tesla’s request to block Matthews International from selling its dry battery electrode (DBE) technology across the world. The judge, Edward Davila, said that the patent for the tech was due to Matthews’ “extensive research and development.”

Tesla is suing a former supplier for trade secret theft

The two companies’ relationship began back in 2019, as Tesla hired Matthews to help build the equipment for its 4680 battery cell. Tesla shared confidential software, designs, and know-how under strict secrecy rules.

Fast forward a few years, and Tesla reportedly caught Matthews copying the tech into machines that were sold to competitors, claiming they lied about doing so for three years, and continued to ship it. That is when Tesla chose to sue Matthews in July 2024 in Federal court, demanding over $1 billion in damages due to trade secret theft.

Now, the latest twist, as this month, a Judge issued a permanent injunction—a court order banning Matthews from using certain stolen Tesla parts or designs in their machines. Matthews is also officially “liable” for damages. The exact amount would still to be calculated later.

Bonne Eggleston, a VP for Tesla, said on X today that Matthews is a supplier who “exploited customer IP through theft or deception,” and has no place in Tesla’s ecosystem:

Tesla calls this a big win and warns other companies: “Buyer beware—don’t buy from thieves.”

Matthews hit back with a press release claiming victory. They say an arbitrator ruled they can keep selling their own DBE equipment to anyone and rejected Tesla’s request for a total sales ban. They call Tesla’s claims “nonsense” and insist their 20-year-old tech is independent. Both sides are spinning the same narrow ruling: Matthews can sell their version, but they’re blocked from using Tesla’s specific secrets.

What are Tesla’s Current Legal Options

The case isn’t over—it’s moving to the damages phase. Tesla can:

  • Push forward in court or arbitration to calculate and collect huge financial penalties (potentially $1 billion+ if willful theft is proven).
  • Enforce the permanent injunction with contempt charges, fines, or even jail time if Matthews violates it.
  • Challenge Matthews’ new patents that allegedly copy Tesla’s work, asking courts to invalidate them or add Tesla as co-inventor.
  • Seek extra damages, lawyer fees, and possibly punitive awards under the federal Defend Trade Secrets Act and California law.

Tesla could also refer evidence to federal prosecutors for possible criminal trade-secret charges (rare but serious). Settlement is always possible, but Tesla’s fiery public response suggests they want full accountability.

This isn’t just corporate drama. It shows why trade secrets matter even when Tesla open-sources some patents, confidential know-how shared in trust must stay protected. For the EV industry, it’s a reminder: steal from your biggest customer, and you risk losing everything.

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Tesla Cybercab includes this small but significant feature

The Cybercab is Tesla’s big plan to introduce fully autonomous ride-sharing in a seamless fashion. In fact, the Full Self-Driving suite was geared toward alleviating the need to manually drive vehicles.

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Credit: Tesla

Tesla Cybercab manufacturing is strikingly close, as the company is still aiming for an April start date. But small and significant features are still being identified for the first time as production units appear all over the country for testing and for regulatory events, like one yesterday in Washington, D.C.

The Cybercab is Tesla’s big plan to introduce fully autonomous ride-sharing in a seamless fashion. In fact, the Full Self-Driving suite was geared toward alleviating the need to manually drive vehicles.

This was for everyone, including the disabled, who are widely reliant on ride-sharing platforms, family members, and medical shuttles for transportation of any kind. Cybercab aims to change that, and Tesla evidently put a focus on those riders while developing the vehicle, evident in a small but significant feature revealed during its appearance in the Nation’s Capital.

Tesla Cybercab display highlights interior wizardry in the small two-seater

Tesla has implemented Braille within the Cybercab to make it easier for blind passengers to utilize the vehicle. On both the ‘Stop/Hazard Lights’ button and the Door Releases, Tesla has placed Braille so that blind passengers can navigate their way through the vehicle:

This is a great addition to the Cybercab, especially as Full Self-Driving has been partially pointed at as a solution for those with disabilities that would keep them from driving themselves from place to place.

It truly is a great addition and just another way that Tesla is showing they are making this massive product inclusive for everyone out there, including those who have not been able to drive due to not having vision.

The Cybercab is set to enter mass production sometime in April, and it will be responsible for launching Tesla’s massive plans for an autonomous ride-sharing program.

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Tesla and xAI team up on massive new project

It is the latest move by a Musk company to automate, streamline, and reduce the manual, monotonous, and tedious work currently performed by humans through AI and robotics development. Digital Optimus will be capable of processing and actioning the past five seconds of a real-time computer screen video and keyboard and mouse actions.

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Credit: Grok

Elon Musk teased a massive new project, to be developed jointly by Tesla and xAI, called “Digital Optimus” or “Macrohard,” the first development under Tesla’s investment agreement with xAI.

Musk announced on X that Digital Optimus will “be capable of emulating the function of entire companies.”

It is the latest move by a Musk company to automate, streamline, and reduce the manual, monotonous, and tedious work currently performed by humans through AI and robotics development. Digital Optimus will be capable of processing and actioning the past five seconds of a real-time computer screen video and keyboard and mouse actions.

Essentially, it will be an AI version of a desk worker in many capacities, including accounting, HR tasks, and others.

Musk said:

“Grok is the master conductor/navigator with deep understanding of the world to direct digital Optimus, which is processing and actioning the past 5 secs of real-time computer screen video and keyboard/mouse actions. Grok is like a much more advanced and sophisticated version of turn-by-turn navigation software. You can think of it as Digital Optimus AI being System 1 (instinctive part of the mind) and Grok being System 2. (thinking part of the mind).”

Its key applications would be used for enterprise automation, simulating entire companies, high-volume repetitive tasks, and potentially, future hybrid use with the Optimus robot, which would handle physical tasks, while Digital Optimus would handle the clerical work.

Tesla announces massive investment into xAI

The creation of a digital AI suite like Digital Optimus would help companies save time and money, as well as become more efficient in their operations through massive scalability. However, there will undoubtedly be concerns from people who are skeptical of a fully-integrated AI workhorse like this one.

From an energy consumption perspective and just a general concern for the human workforce, these types of AI projects are polarizing in nature.

However, Digital Optimus would be a great digital counterpart to Tesla’s physical Optimus robot, as it would be a hyper-efficient addition to any company that is looking for more production for less cost.

Musk maintains that there is no other company on Earth that will be able to do this.

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