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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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Elon Musk

Elon Musk reveals date of Tesla Robotaxi’s first rides open to public

Tesla CEO Elon Musk continues to roll out new details regarding the Robotaxi launch that is expected to happen soon.

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Credit: Tesla

Tesla Robotaxi is set to launch in the coming days, but the first rides will be confined to those who receive invitations that the company sends out. However, CEO Elon Musk revealed the date that Tesla is aiming for when anyone in the general public will be able to call for a Robotaxi.

There has been quite a bit of information today about what appears to be an imminent launch of the Robotaxi platform. The first video of a Robotaxi was captured on a public road in Austin today, just one day after Tesla was added to the City of Austin’s list of licensed autonomous vehicle operators.

First Tesla driverless robotaxi spotted in the wild in Austin, TX

In the coming days, it is expected that Tesla will launch the Robotaxi platform in Austin to a select few. For now, Tesla is taking this ultra-conservative approach as it pertains to the rollout, citing safety precautions. It will be the first time Tesla has done this in public and offered it to people outside of the company.

It did launch a small, limited version of it to employees last month in Austin and the San Francisco Bay Area, but there was someone in the driver’s seat. Today’s video only had an occupant in the passenger seat.

People are eager to know: when will they be able to fetch a driverless Tesla Model Y Robotaxi in Austin for themselves? Musk finally answered the long-awaited question with a tentative date of June 22:

Musk cited that Tesla’s utmost priority is still safety and not necessarily the speed of rollout. The current plan seems to be to deploy it in a controlled and slow fashion until confidence is at an extremely high level. Musk seems to believe the rollout will go smoothly, as the date comes less than two weeks after the initial launch.

Anyone who has experienced Full Self-Driving for themselves knows what the cars are capable of. However, Tesla, at this point in time, still requires drivers to pay attention and remain ready to take over the wheel in case of an emergency. This will be a major step in the right direction for Tesla as it prepares to launch Robotaxi in Austin and slowly expand to surrounding areas.

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Elon Musk says Tesla Robotaxi launch will force companies to license Full Self-Driving

“The automakers keep being told that this isn’t real or that just buying some hardware from Nvidia will solve it. As Tesla robotaxis become widespread and their other solutions don’t work, they will naturally turn to us.”

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Tesla CEO Elon Musk says the automaker’s Robotaxi platform launch later this month will essentially force other companies to license Full Self-Driving to achieve their own goals of achieving autonomy.

Musk’s statement comes as a video captured today showed the first Tesla Robotaxi test mules on public streets in Austin, Texas, just one day after the City officially listed the company as an autonomous vehicle operator.

A prediction by investing YouTube and Tesla community member Dave Lee stated that “at least one automaker by end of year” will license Full Self-Driving from the Musk-led company, as it will give rivals the confidence to use the software to run their own self-driving operations.

Lee detailed his theory by stating that the company that chooses to commit to FSD licensing will not be able to integrate the hardware and sell those units immediately. Instead, it will take two years or so to solve the engineering and design applications.

First Tesla driverless robotaxi spotted in the wild in Austin, TX

Musk revealed his true thoughts on other automakers’ attempts at vehicle autonomy, and said many are being told that Robotaxi is not real or that they can solve their problems with hardware orders to Nvidia.

He went on to say that companies will be forced to turn to Tesla at some point or another, because Robotaxi will be widespread and their solutions to figuring out an effective deployment will prove to be failures:

“The automakers keep being told that this isn’t real or that just buying some hardware from Nvidia will solve it. As Tesla robotaxis become widespread and their other solutions don’t work, they will naturally turn to us.”

Musk has not been shy to respond to speculation regarding the video of the Robotaxi, which was shared on X earlier today. This is perhaps one of the more fiery things he revealed. He seems ultra-confident in what Tesla will prove and achieve in the near future with the launch of the Robotaxi platform.

Many believe it will be rolled out this month. Bloomberg reported recently that Tesla was internally aiming for June 12. The company has not directly responded to these rumors.

Tesla has discussed on several occasions that it is in talks with an automaker about licensing Full Self-Driving, but it has never revealed who. The company first revealed discussions with another automaker in early 2024 when Elon Musk said:

“We’re in conversations with one major automaker regarding licensing FSD. It really just becomes a case of having them use the same cameras and inference computer and licensing our software. Once it becomes obvious that if you don’t have this (FSD) in a car, nobody wants your car. It’s a smart car… The people don’t understand all cars will need to be smart cars, or you will not sell, or nobody would buy it. Once that becomes obvious, I think licensing becomes not optional.”

Tesla confirms it is in talks with major automaker for potential FSD licensing

Many, including us, suspected that Ford was the company that Tesla was speaking of due to Musk’s relationship with Jim Farley, which resulted in the legacy automaker being the first major car company to adopt Tesla’s North American Charging Standard (NACS), which gave them access to the Supercharging Network.

This catalyzed an onslaught of companies choosing to make the same move as Tesla had truly set itself apart in terms of charging infrastructure.

Companies may be forced to make a similar decision if it can make the same type of statement with the rollout of Robotaxi.

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Tesla CEO Elon Musk reveals new details about Robotaxi rollout

The first Tesla Robotaxi unit was spotted in Austin earlier today, and CEO Elon Musk is revealing some cool new details.

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Tesla CEO Elon Musk has revealed new details about the company’s relatively imminent rollout of the Robotaxi platform as the suspected launch date of June 12 continues to near.

Earlier today, the first video showing the first driverless Tesla Robotaxi in Austin was shared on X, just a day after the City officially listed the company as an autonomous vehicle operator on its website. Tesla is listed as a company in the “Testing” phase.

The initial details of the Robotaxi are being revealed by Musk, who is carefully releasing small tidbits that seem to show the capabilities of the entire Tesla fleet, and not necessarily just the vehicles that will be involved in the initial rollout in Austin.

First Tesla driverless robotaxi spotted in the wild in Austin, TX

His first tidbit is one that many Tesla owners and fans will already know: many Teslas are capable of this driveless performance, but Full Self-Driving is not yet refined to the point where the software is quite ready to handle it. Current versions are robust, but not prepared for driverless navigation. The hardware, however, will enable Teslas to be Robotaxis, even if they’re already purchased by owners:

This is one of the biggest advantages Tesla has over other vehicle makers. Simply put, the Over-the-Air software updates that will roll out to FSD users will eventually make their cars into Robotaxis as well.

However, Musk shed some details on the version of FSD that is being run in these new Robotaxis that were spotted. Musk said that the version these Robotaxis are running is a new version, but will soon “merge to main branch.”

There is also an even newer version that has four times the parameters as this newer version that the test-stage Robotaxis are using, but Musk admits that this needs significant refinement before it is released to the public.

As of now, Tesla is simply teasing the actual launch date of the Robotaxi program, but Bloomberg reported earlier this month that it will occur on June 12.

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