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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.

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. 

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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.

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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Energy

Tesla launches Powerwall Lease for affordable home backup

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Credit: Tesla

Tesla Energy has introduced the Powerwall Lease in conjunction with Tesla Electric, making the service available in Texas. This new option delivers whole-home backup power using two Powerwall units for a net monthly cost of $35 after credits, accompanied by a low fixed electricity rate.

Under the lease terms, customers pay a one-time order fee of $100. The base lease payment for the two Powerwalls is approximately $122 per month during the first year, subject to a 3 percent annual escalator thereafter. Enrollment in a qualifying Tesla Electric Backup plan or Virtual Power Plant plan provides an $87 monthly credit.

This credit lowers the effective cost to roughly $35 per month plus applicable tax.

Installation of the standard system carries no additional charge. The package features Storm Watch for outage protection and allows complete management through a single Tesla application. The system supplies continuous whole-home backup capability.

The Powerwall system enables households to maintain electricity during severe storms that disrupt the utility grid. When outages occur, the batteries automatically provide seamless backup power to the home.

Tesla announces 100k Powerwalls are participating in Virtual Power Plants

Tesla Storm Watch monitors weather forecasts and ensures the units are fully charged ahead of anticipated severe weather events so that power remains available throughout the disruption, keeping lights, refrigeration, and other essential systems operating without interruption.

Availability is restricted to select Texas locations where retail electric choice exists. Participants must lease exactly two Powerwall units and maintain continuous enrollment with Tesla Electric. Solar panels cannot be included under this particular lease arrangement.

The monthly credit activates automatically once the system is installed, receives permission to operate, and enrollment is confirmed. To retain the credit, customers are required to stay enrolled in Tesla Electric and fulfill all program conditions.

Nonstandard installations that involve electrical upgrades or special permitting may lead to extra expenses and might impact eligibility for the credit, so be sure to check with either your installer or Tesla to ensure you will still qualify.

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News

Elon Musk teases Tesla Roadster unveiling once again

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tesla roadster
Credit: Tesla

Elon Musk continues to tease the unveiling event for the Tesla Roadster, a continuing trend that has grown into a bigger game of “When” for fans who have been waiting years for the car to finally enter production.

A video shared on X of the Joe Rogan Experience podcast that Musk appeared on last year, teasing the Roadster unveiling, was shared once again on the social media platform. The poster said the Roadster event will be “unforgettable.”

Musk agreed:

The timing is interesting because just yesterday, Musk said that we will be getting flying cars, and for years, Tesla has hinted that it could develop a SpaceX cold gas thruster package that would help the car float or fly for a short period of time.

It would be reasonable to assume Tesla’s major delays with this unveiling event are likely caused by the company’s need to break the rules and push the envelope on nearly everything. Last July, Lars Moravy, Tesla’s VP of Vehicle Engineering, said:

“Roadster is definitely in development. We did talk about it last Sunday night. We are gearing up for a super cool demo. It’s going to be mind blowing. We showed Elon some cool demos last week of the tech we’ve been working on and he got a little excited.”

The latest updates that Tesla has given us are that the Roadster is in design development, and it did have several potential dates for an unveiling event this year, including April. It was then pushed to August.

However, there are no clues as to when Tesla will be ready, and fans are certainly getting frustrated with the delays.

For what it is worth, Franz von Holzhausen told Jay Leno this week that the event would be “very soon.”

We sure hope.

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Lifestyle

Tesla’s driverless Cybercab just passed a big test with State Governor

Florida’s governor rode Tesla’s Cybercab at a closed test track and called the experience impressive.

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Florida Governor Ron DeSantis rode in a Tesla Cybercab on a closed test track this week and came away impressed, posting on X that the vehicle “successfully navigated all hazards — a kid running into the street, a crash with police stopping traffic, a Model S cutting us off, etc.” He called the ride “impressive.”

The stop was part of a broader event Monday at SunTrax, a 775 acre state owned proving ground in Auburndale that Florida built specifically to test autonomous and connected vehicles before they reach public roads. Standing next to a gold Cybercab, DeSantis described the car in plain terms: “You go in there and you just sit. You have a screen. There’s no steering wheel, no pedals. Clearly these things could be very beneficial.”

DeSantis paired the praise with a caveat that has followed autonomous vehicles since the category existed. “You don’t want to be in an autonomous vehicle and it drives you into a ditch. That would not be good,” he said, framing safety validation as the gate before wider deployment.

SunTrax, the 2.25 mile oval which the state calls the only high speed autonomous vehicle test track in the Southeast, can simulate rain, pedestrian crossings, hills and crowded urban conditions at highway speeds, letting companies push a car past what an early public rollout would risk. Tesla, Waymo and Beep all use the facility, and Florida’s regulatory approach, among the most permissive for autonomous vehicles in the country, doesn’t require a human operator inside a fully autonomous car.

Tesla has reason to want the blessing of Florida and states beyond, as the Cybercab entered volume production at Gigafactory Texas this spring and has since self certified as SAE Level 4 under Texas law. Public road testing so far has kept a safety monitor in the passenger seat, and Florida is where Tesla has been expanding its existing Model Y based Robotaxi service instead, adding Miami in July and then Orlando and Tampa two weeks later. A closed track endorsement from a sitting governor doesn’t change any of that, but it does put Tesla’s newest hardware in front of a state that has already shown it will move fast on rules.

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