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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. 

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“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

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

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

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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

Brazil Supreme Court orders Elon Musk and X investigation closed

The decision was issued by Supreme Court Justice Alexandre de Moraes following a recommendation from Brazil’s Prosecutor-General Paulo Gonet.

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Gage Skidmore, CC BY-SA 4.0 , via Wikimedia Commons

Brazil’s Supreme Federal Court has ordered the closure of an investigation involving Elon Musk and social media platform X. The inquiry had been pending for about two years and examined whether the platform was used to coordinate attacks against members of the judiciary.

The decision was issued by Supreme Court Justice Alexandre de Moraes following a recommendation from Brazil’s Prosecutor-General Paulo Gonet.

According to a report from Agencia Brasil, the investigation conducted by the Federal Police did not find evidence that X deliberately attempted to attack the judiciary or circumvent court orders.

Prosecutor-General Paulo Gonet concluded that the irregularities identified during the probe did not indicate fraudulent intent.

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Justice Moraes accepted the prosecutor’s recommendation and ruled that the investigation should be closed. Under the ruling, the case will remain closed unless new evidence emerges.

The inquiry stemmed from concerns that content on X may have enabled online attacks against Supreme Court justices or violated rulings requiring the suspension of certain accounts under investigation.

Justice Moraes had previously taken several enforcement actions related to the platform during the broader dispute involving social media regulation in Brazil.

These included ordering a nationwide block of the platform, freezing Starlink accounts, and imposing fines on X totaling about $5.2 million. Authorities also froze financial assets linked to X and SpaceX through Starlink to collect unpaid penalties and seized roughly $3.3 million from the companies’ accounts.

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Moraes also imposed daily fines of up to R$5 million, about $920,000, for alleged evasion of the X ban and established penalties of R$50,000 per day for VPN users who attempted to bypass the restriction.

Brazil remains an important market for X, with roughly 17 million users, making it one of the platform’s larger user bases globally.

The country is also a major market for Starlink, SpaceX’s satellite internet service, which has surpassed one million subscribers in Brazil.

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Elon Musk

FCC chair criticizes Amazon over opposition to SpaceX satellite plan

Carr made the remarks in a post on social media platform X.

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Credit: @SecWar/X

U.S. Federal Communications Commission (FCC) Chairman Brendan Carr criticized Amazon after the company opposed SpaceX’s proposal to launch a large satellite constellation that could function as an orbital data center network.

Carr made the remarks in a post on social media platform X.

Amazon recently urged the FCC to reject SpaceX’s application to deploy a constellation of up to 1 million low Earth orbit satellites that could serve as artificial intelligence data centers in space.

The company described the proposal as a “lofty ambition rather than a real plan,” arguing that SpaceX had not provided sufficient details about how the system would operate.

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Carr responded by pointing to Amazon’s own satellite deployment progress.

“Amazon should focus on the fact that it will fall roughly 1,000 satellites short of meeting its upcoming deployment milestone, rather than spending their time and resources filing petitions against companies that are putting thousands of satellites in orbit,” Carr wrote on X.

Amazon has declined to comment on the statement.

Amazon has been working to deploy its Project Kuiper satellite network, which is intended to compete with SpaceX’s Starlink service. The company has invested more than $10 billion in the program and has launched more than 200 satellites since April of last year.

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Amazon has also asked the FCC for a 24-month extension, until July 2028, to meet a requirement to deploy roughly 1,600 satellites by July 2026, as noted in a CNBC report.

SpaceX’s Starlink network currently has nearly 10,000 satellites in orbit and serves roughly 10 million customers. The FCC has also authorized SpaceX to deploy 7,500 additional satellites as the company continues expanding its global satellite internet network.

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Energy

Tesla Energy gains UK license to sell electricity to homes and businesses

The license was granted to Tesla Energy Ventures Ltd. by UK energy regulator Ofgem after a seven-month review process.

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Credit: Tesla Energy/X

Tesla Energy has received a license to supply electricity in the United Kingdom, opening the door for the company to serve homes and businesses in the country.

The license was granted to Tesla Energy Ventures Ltd. by UK energy regulator Ofgem after a seven-month review process.

According to Ofgem, the license took effect at 6 p.m. local time on Wednesday and applies to Great Britain.

The approval allows Tesla’s energy business to sell electricity directly to customers in the region, as noted in a Bloomberg News report.

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Tesla has already expanded similar services in the United States. In Texas, the company offers electricity plans that allow Tesla owners to charge their vehicles at a lower cost while also feeding excess electricity back into the grid.

Tesla already has a sizable presence in the UK market. According to price comparison website U-switch, there are more than 250,000 Tesla electric vehicles in the country and thousands of Tesla home energy storage systems.

Ofgem also noted that Tesla Motors Ltd., a separate entity incorporated in England and Wales, received an electricity generation license in June 2020.

The new UK license arrives as Tesla continues expanding its global energy business.

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Last year, Tesla Energy retained the top position in the global battery energy storage system (BESS) integrator market for the second consecutive year. According to Wood Mackenzie’s latest rankings, Tesla held about 15% of global market share in 2024.

The company also maintained a dominant position in North America, where it captured roughly 39% market share in the region.

At the same time, competition in the energy storage sector is increasing. Chinese companies such as Sungrow have been expanding their presence globally, particularly in Europe.

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