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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. 

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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

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.

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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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Cybertruck

Tesla made a change to the Cybertruck and nobody noticed

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Credit: diagnosticdennis/Instagram and @smile__no via Tesla Owners of Santa Clarita Valley/X

Tesla made a change to the Cybertruck, and nobody noticed. But to be fair, nobody could have, but it was revealed by the program’s lead engineer that it was aimed toward simplifying manufacturing through a minor change in casting.

After the Cybertruck was given a Top Safety Pick+ award by the Insurance Institute for Highway Safety (IIHS), for its reputation as the safest pickup on the market, some wondered what had changed about the vehicle.

Tesla Cybertruck earns IIHS Top Safety Pick+ award

Tesla makes changes to its vehicles routinely through Over-the-Air software updates, but aesthetic changes are relatively rare. Vehicles go through refreshes every few years, as the Model 3 and Model Y did earlier this year. However, the Cybertruck is one of the vehicles that has not changed much since its launch in late 2023, but it has gone through some minor changes.

Most recently, Wes Morrill, the Cybertruck program’s Lead Engineer, stated that the company had made a minor change to the casting of the all-electric pickup for manufacturing purposes. This change took place in April:

The change is among the most subtle that can be made, but it makes a massive difference in manufacturing efficiency, build quality, and scalability.

Morrill revealed Tesla’s internal testing showed no difference in crash testing results performed by the IIHS.

The 2025 Cybertruck received stellar ratings in each of the required testing scenarios and categories. The Top Safety Pick+ award is only given if it excels in rigorous crash tests. This requires ‘Good’ ratings in updated small and moderate overlap front, side, roof, and head restraints.

Additionally, it must have advanced front crash prevention in both day and night. Most importantly, the vehicle must have a ‘Good’ or ‘Acceptable’ headlights standard on all trims, with the “+ ” specifically demanding the toughest new updated moderate overlap test that checks rear-seat passenger protection alongside driver safety.

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Tesla enters interesting situation with Full Self-Driving in California

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tesla model x
A Tesla Motors Inc Model X is seen at Tesla's introduction of its new battery swapping program in Hawthorne, California June 20, 2013. Tesla Motors Inc on Thursday unveiled a system to swap battery packs in its electric cars in about 90 seconds, a service Chief Executive Elon Musk said will help overcome fears about their driving range. REUTERS/Lucy Nicholson (UNITED STATES - Tags: TRANSPORT BUSINESS LOGO) - RTX10VSH

Tesla has entered an interesting situation with its Full Self-Driving suite in California, as the State’s Department of Motor Vehicles had adopted an order for a suspension of the company’s sales license, but it immediately put it on hold.

The company has been granted a reprieve as the DMV is giving Tesla an opportunity to “remedy the situation.” After the suspension was recommended for 30 days as a penalty, the DMV said it would give Tesla 90 days to allow the company to come into compliance.

The DMV is accusing Tesla of misleading consumers by using words like Autopilot and Full Self-Driving on its advanced driver assistance (ADAS) features.

The State’s DMV Director, Steve Gordon, said that he hoped “Tesla will find a way to get these misleading statements corrected.” However, Tesla responded to the story on Tuesday, stating that this was a “consumer protection” order for the company using the term Autopilot.

It said “not one single customer came forward to say there’s a problem.” It added that “sales in California will continue uninterrupted.”

Tesla has used the terms Autopilot and Full Self-Driving for years, but has added the term “(Supervised)” to the end of the FSD suite, hoping to remedy some of the potential issues that regulators in various areas might have with the labeling of the program.

It might not be too long before Tesla stops catching flak for using the Full Self-Driving name to describe its platform.

Tesla Robotaxi goes driverless as Musk confirms Safety Monitor removal testing

The Robotaxi suite has continued to improve, and this week, vehicles were spotted in Austin without any occupants. CEO Elon Musk would later confirm that Tesla had started testing driverless rides in Austin, hoping to launch rides without any supervision by the end of the year.

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Investor's Corner

Tesla stock closes at all-time high on heels of Robotaxi progress

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Credit: Tesla

Tesla stock (NASDAQ: TSLA) closed at an all-time high on Tuesday, jumping over 3 percent during the day and finishing at $489.88.

The price beats the previous record close, which was $479.86.

Shares have had a crazy year, dipping more than 40 percent from the start of the year. The stock then started to recover once again around late April, when its price started to climb back up from the low $200 level.

This week, Tesla started to climb toward its highest levels ever, as it was revealed on Sunday that the company was testing driverless Robotaxis in Austin. The spike in value pushed the company’s valuation to $1.63 trillion.

Tesla Robotaxi goes driverless as Musk confirms Safety Monitor removal testing

It is the seventh-most valuable company on the market currently, trailing Nvidia, Apple, Alphabet (Google), Microsoft, Amazon, and Meta.

Shares closed up $14.57 today, up over 3 percent.

The stock has gone through a lot this year, as previously mentioned. Shares tumbled in Q1 due to CEO Elon Musk’s involvement with the Department of Government Efficiency (DOGE), which pulled his attention away from his companies and left a major overhang on their valuations.

However, things started to rebound halfway through the year, and as the government started to phase out the $7,500 tax credit, demand spiked as consumers tried to take advantage of it.

Q3 deliveries were the highest in company history, and Tesla responded to the loss of the tax credit with the launch of the Model 3 and Model Y Standard.

Additionally, analysts have announced high expectations this week for the company on Wall Street as Robotaxi continues to be the focus. With autonomy within Tesla’s sights, things are moving in the direction of Robotaxi being a major catalyst for growth on the Street in the coming year.

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