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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’s Grok AI to be used in U.S. War Department’s bespoke AI platform

The partnership aims to provide advanced capabilities to 3 million military and civilian personnel.

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Credit: xAI

The U.S. Department of War announced Monday an agreement with Elon Musk’s xAI to embed the company’s frontier artificial intelligence systems, powered by the Grok family of models, into the department’s bespoke AI platform GenAI.mil. 

The partnership aims to provide advanced capabilities to 3 million military and civilian personnel, with initial deployment targeted for early 2026 at Impact Level 5 (IL5) for secure handling of Controlled Unclassified Information.

xAI Integration

As noted by the War Department’s press release, GenAI.mil, its bespoke AI platform, will gain xAI for the Government’s suite of tools, which enable real-time global insights from the X platform for “decisive information advantage.” The rollout builds on xAI’s July launch of products for U.S. government customers, including federal, state, local, and national security use cases.

“Targeted for initial deployment in early 2026, this integration will allow all military and civilian personnel to use xAI’s capabilities at Impact Level 5 (IL5), enabling the secure handling of Controlled Unclassified Information (CUI) in daily workflows. Users will also gain access to real‑time global insights from the X platform, providing War Department personnel with a decisive information advantage,” the Department of War wrote in a press release. 

Strategic advantages

The deal marks another step in the Department of War’s efforts to use cutting-edge AI in its operations. xAI, for its part, highlighted that its tools can support administrative tasks at the federal, state and local levels, as well as “critical mission use cases” at the front line of military operations.

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“The War Department will continue scaling an AI ecosystem built for speed, security, and decision superiority. Newly IL5-certified capabilities will empower every aspect of the Department’s workforce, turning AI into a daily operational asset. This announcement marks another milestone in America’s AI revolution, and the War Department is driving that momentum forward,” the War Department noted.

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Tesla FSD (Supervised) v14.2.2 starts rolling out

The update focuses on smoother real-world performance, better obstacle awareness, and precise end-of-trip routing, among other improvements.

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Credit: Grok Imagine

Tesla has started rolling out Full Self-Driving (Supervised) v14.2.2, bringing further refinements to its most advanced driver-assist system. The new FSD update focuses on smoother real-world performance, better obstacle awareness, and precise end-of-trip routing, among other improvements.

Key FSD v14.2.2 improvements

As noted by Not a Tesla App, FSD v14.2.2 upgrades the vision encoder neural network with higher resolution features, enhancing detection of emergency vehicles, road obstacles, and human gestures. New Arrival Options let users select preferred drop-off styles, such as Parking Lot, Street, Driveway, Parking Garage, or Curbside, with the navigation pin automatically adjusting to the user’s ideal spot for precision.

Other additions include pulling over for emergency vehicles, real-time vision-based detours for blocked roads, improved gate and debris handling, and extreme Speed Profiles for customized driving styles. Reliability gains cover fault recovery, residue alerts on the windshield, and automatic narrow-field camera washing for new 2026 Model Y units.

FSD v14.2.2 also boosts unprotected turns, lane changes, cut-ins, and school bus scenarios, among other things. Tesla also noted that users’ FSD statistics will be saved under Controls > Autopilot, which should help drivers easily view how much they are using FSD in their daily drives.  

Key FSD v14.2.2 release notes

Full Self-Driving (Supervised) v14.2.2 includes:

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  • Upgraded the neural network vision encoder, leveraging higher resolution features to further improve scenarios like handling emergency vehicles, obstacles on the road, and human gestures.
  • Added Arrival Options for you to select where FSD should park: in a Parking Lot, on the Street, in a Driveway, in a Parking Garage, or at the Curbside.
  • Added handling to pull over or yield for emergency vehicles (e.g. police cars, fire trucks, ambulances).
  • Added navigation and routing into the vision-based neural network for real-time handling of blocked roads and detours.
  • Added additional Speed Profile to further customize driving style preference.
  • Improved handling for static and dynamic gates.
  • Improved offsetting for road debris (e.g. tires, tree branches, boxes).
  • Improve handling of several scenarios, including unprotected turns, lane changes, vehicle cut-ins, and school buses.
  • Improved FSD’s ability to manage system faults and recover smoothly from degraded operation for enhanced reliability.
  • Added alerting for residue build-up on interior windshield that may impact front camera visibility. If affected, visit Service for cleaning!
  • Added automatic narrow field washing to provide rapid and efficient front camera self-cleaning, and optimize aerodynamics wash at higher vehicle speed.
  • Camera visibility can lead to increased attention monitoring sensitivity. 

Upcoming Improvements:

  • Overall smoothness and sentience.
  • Parking spot selection and parking quality.
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Tesla is not sparing any expense in ensuring the Cybercab is safe

Images shared by the longtime watcher showed 16 Cybercab prototypes parked near Giga Texas’ dedicated crash test facility.

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Credit: @JoeTegtmeyer/X

The Tesla Cybercab could very well be the safest taxi on the road when it is released and deployed for public use. This was, at least, hinted at by the intensive safety tests that Tesla seems to be putting the autonomous two-seater through at its Giga Texas crash test facility. 

Intensive crash tests

As per recent images from longtime Giga Texas watcher and drone operator Joe Tegtmeyer, Tesla seems to be very busy crash testing Cybercab units. Images shared by the longtime watcher showed 16 Cybercab prototypes parked near Giga Texas’ dedicated crash test facility just before the holidays. 

Tegtmeyer’s aerial photos showed the prototypes clustered outside the factory’s testing building. Some uncovered Cybercabs showed notable damage and one even had its airbags engaged. With Cybercab production expected to start in about 130 days, it appears that Tesla is very busy ensuring that its autonomous two-seater ends up becoming the safest taxi on public roads. 

Prioritizing safety

With no human driver controls, the Cybercab demands exceptional active and passive safety systems to protect occupants in any scenario. Considering Tesla’s reputation, it is then understandable that the company seems to be sparing no expense in ensuring that the Cybercab is as safe as possible.

Tesla’s focus on safety was recently highlighted when the Cybertruck achieved a Top Safety Pick+ rating from the Insurance Institute for Highway Safety (IIHS). This was a notable victory for the Cybertruck as critics have long claimed that the vehicle will be one of, if not the, most unsafe truck on the road due to its appearance. The vehicle’s Top Safety Pick+ rating, if any, simply proved that Tesla never neglects to make its cars as safe as possible, and that definitely includes the Cybercab.

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