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Tesla investors were “coerced” and “uninformed” during Musk pay ratification vote: lawyers

Credit: Andrea Conway/X

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The legal team of Tesla investor Richard Tornetta, who held nine TSLA shares when he filed a complaint in Delaware against CEO Elon Musk’s 2018 CEO Performance Award, is not happy about Tesla’s efforts to urge the court to consider the ratification of Musk’s pay package. As per Tornetta’s lawyers, the ratification vote was coerced and uninformed — and thus invalid. 

In a filing, Tornetta’s lawyers argued that the the Delaware Court should reject the efforts of Tesla’s legal team to consider the ratification of Musk’s compensation plan by the company’s shareholders at the 2024 Annual Stockholders’ Meeting. As could be seen in the filing, Tornetta’s lawyers immediately criticized Tesla for the EV maker’s attempts to revise the court’s initial opinion about the case

“Ten leading law firms and an unlimited budget. And they still could not find it. A case, any case, holding stockholders can usurp the Supreme Court’s role and reverse this Court’s trial judgment. Quod erat demonstrandum. Delaware is not Athens. The stockholder franchise—however important—is not a ‘get out of [rescission] free’ card. Defendants’ proposal is a dangerous paradigm shift: Courts would be subject to vox populi, and stockholders could overturn trial judgments,” Tornetta’s lawyers wrote. 

The plaintiff’s legal team also argued that despite the successful ratification of Elon Musk’s 2018 pay package at the 2024 Annual Stockholders’ Meeting, shareholders were still coerced and uninformed. The lawyers pointed to Musk’s comments that he would reconsider growing Tesla’s AI efforts if his share of the company was less than 25%, among other things, as a sign of shareholder coercion. 

“As the Ratification vote approached, the press repeatedly reported that rejecting the Ratification would cause Musk to execute his threats to divert critical corporate opportunities from Tesla. These circumstances rendered the Ratification vote coercive—and thus invalid—by making it impossible for stockholders’ to exercise their franchise free of undue external pressure created by [Musk] that distract[ed] them from the merits of the decision under consideration,’ and ‘forc[ing] [stockholders] into a choice between a new position and a compromised position for reasons other than those related to the economic merits of the decision,’” Tornetta’s lawyers wrote. 

They also argued that investors were uninformed since Tesla director Kathleen Wilson-Thompson, who served as the Special Committee of the company’s Board of Directors, was conflicted because a substantial portion of her net worth is tied to the EV maker. “Wilson-Thompson has realized a pre-tax total of approximately $62[M] from the exercise of [Tesla] equity award. Her Tesla shares received through grants were worth ~$150M upon her Committee appointment, which she admits ‘is a meaningful portion of her net worth’… Wilson-Thompson is conflicted just like Denholm,” Tornetta’s lawyers wrote. 

A hearing for the motion to revise the Delaware Court’s initial opinion on the matter is scheduled on August 2, 2024. A number of Tesla shareholders who voted in the ratification of Musk’s pay package have noted that they intend to attend the hearing if it is public

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Rochard Tornetta’s lawyers’ filing (via PlainSite) can be viewed below. 

gov.uscourts.delch.2018-0408-KSJM.405.0 by Simon Alvarez on Scribd

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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Elon Musk

SpaceX’s biggest test yet arrives this week and it’s not a rocket launch

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SpaceX will report second quarter results after the market closes on Tuesday, August 4, marking the first time the company has opened its books to the public since its record IPO in June. Management will host a live audio only webcast at 4:30 p.m. ET, streamed on X, with no dial in option.

The debut carries more weight than a typical first quarter as a public company. Two trading days after the release, on August 6, the first tranche of SpaceX’s lockup expires, freeing roughly 911.5 million insider and employee shares, worth well over $100 billion at current prices and the largest such release in Wall Street history. A second, larger tranche tied to the stock trading 30 percent above its $135 IPO price never triggered, since shares have spent most of July trading below that price.

Wall Street’s models point to revenue near $6.9 billion for the quarter, up sharply from the $4.69 billion SpaceX reported in the first quarter, with a narrower per share loss than the $1.27 posted three months earlier, according to estimates compiled by Motley Fool. Those numbers will be the first look at how SpaceX’s three segments, Starlink, launch and AI, are performing independently.

SpaceX scores another massive Pentagon deal to support military satellites

Investors heading into the call have a specific list of questions. How many net new Starlink subscribers did SpaceX add after ending March with 10.3 million, and is average revenue per user holding up as the service expands into lower income markets. How much of the AI segment’s revenue reflects contract signings with Anthropic, Google and Reflection AI this year, deals that combined could annualize to nearly $28 billion if fully ramped. Whether capital expenditures, which nearly doubled in the AI segment alone between 2024 and 2025, are still accelerating or starting to plateau. And whether management offers any forward guidance at all, something SpaceX has never done publicly.

The report will also land days after Elon Musk publicly denied a Wall Street Journal report describing internal planning to separate Tesla’s China business ahead of a potential Tesla-SpaceX merger. Whether Musk or SpaceX executives address that speculation on the call, even indirectly, maybe something investors will be listening for on Tuesday.

As Teslarati reported after Musk’s own warning to short sellers last week, the CEO has made clear he expects skeptics to be proven wrong over time. Tuesday will be the first chance for the numbers themselves to make that case.

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Elon Musk

SpaceX’s Starship just got filmed by its own cargo

SpaceX released new footage of Starship in space captured by the Starlink satellites it deployed.

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SpaceX released a new video Friday evening showing Starship from an angle showcased by its own Starlink satellites, watching the rocket drift away in orbit.

The 65 second clip, posted on X, stitches together footage from four cameras mounted on a single Starlink V3 satellite. It opens with a close view of Starship’s 171 foot upper stage, still catching sunlight, then pulls back as the two spacecraft separate.

The footage comes from Starship’s 13th flight test, which launched July 24 from Starbase after a scrubbed attempt and an abort caused by an engine issue the week before. When Flight 13 finally flew, it carried the first batch of functional Starlink V3 satellites Starship has ever deployed, twenty of them, with six equipped with cameras meant to scan the ship’s heat shield during reentry.

Flight 13 checked most of its boxes. Starship deployed all 20 satellites, relit a Raptor engine in space, and splashed down softly in the Indian Ocean off Western Australia. Musk’s longer term plan calls for a Starlink V3 constellation of 100,000 satellites, according to a recent FCC filing, with Starship as the only vehicle capable of launching them at the volume that requires. Each Starship flight is designed to carry up to 60 V3 satellites once the vehicle reaches routine service, well beyond what Falcon 9 can carry in a single mission.

Starship is next expected to fly with an attempt at catching the ship itself with the launch tower’s mechanical arms, a maneuver SpaceX has so far reserved for the Super Heavy booster.

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Tesla Model Y L’s new features flexed at unveiling event at Diner

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Tesla Model Y L in a field
Credit: Tesla

Tesla flexed the new features of the Model Y L with a dedicated media event at the company’s Diner on Santa Monica Boulevard in Los Angeles.

The Model Y L is the extended-wheelbase version of the all-electric crossover, which has been voted the best-selling car in the world on three occasions. The vehicle is already rolling off production lines at Gigafactory Texas, and first deliveries are slated to take place later this year.

Tesla brings Model Y L ‘Launch Series’ to the U.S. at $61,990

Teslarati was invited to the event, but due to some scheduling conflicts, we could not make it to Los Angeles. Instead, we will have our hands on a media unit sometime in August, so we’ll be able to spend some more extended time with the Model Y L.

However, plenty of those who made it to LA shared some cool features that set the Model Y L apart from the Model Y.

Multi-Row Climate Control

Tesla fitted the Model Y L with full climate control on all three rows on the front screen. It can be adjusted by selecting which row you’d like to modify on the right-hand side of the touch screen:

Better Rear Window Visibility

One of the strangest things about the Model Y, especially the Juniper iteration, is the rear window has extremely limited visibility when looking into the rearview mirror.

Tesla has improved upon this with the Model Y L:

PowerShare will be included

Model Y L will come with PowerShare in North America, with an 11.5kW output to your home. Tesla said it would require Powerwall 3 for operation.

Wireless Charging Pad

There has been some speculation that Tesla would upgrade the wireless charging pads in the United States, but this is not the case.

Tesla owner fixes common feature complaint with crafty DIY retrofit

Tesla confirmed that it does not come with the cooled pads as the Y L in China does. This is because North America has not adopted Qi charging yet.

Thermal Management Improvements

These improvements in the Model Y L were seen with thermal management:

  • Up to 15% faster cabin cooling
  • +23% thermal efficiency gained in hot weather, 7 miles of real-world range gained
  • 8x more solar energy reflection off of glass roof
  • 30% reduction in solar energy entering the cabin

Demand

Tesla said the Model Y L is almost sold out in the U.S. It comes with

  • 1 year of FSD Supervised
  • 1 year of Supercharging
  • 1 year of Premium Connectivity
  • Free exterior paint color, interior, and wheel option at no additional cost
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