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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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Tesla is making two big upgrades to the Model 3, coding shows

According to coding found in the European and Chinese configurators, Tesla is planning to make two big upgrades: Black Headliner offerings and a new 16-inch QHD display, similar to that on the Model Y Performance.

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Credit: Tesla

Tesla is making two big upgrades to the Model 3, one of which is widely requested by owners and fans, and another that it has already started to make on some trim levels of other models within the lineup.

The changes appear to be taking effect in the European and Chinese markets, but these are expected to come to the United States based on what Tesla has done with the Model Y.

According to coding found in the European and Chinese configurators, Tesla is planning to make two big upgrades: Black Headliner offerings and a new 16-inch QHD display, similar to that on the Model Y Performance.

These changes in the coding were spotted by X user BERKANT, who shared the findings on the social media platform this morning:

It appears these new upgrades will roll out with the Model 3 Performance and Tesla’s Premium trim levels of the all-electric sedan.

The changes are welcome. Tesla fans have been requesting that its Model 3 and Model Y offerings receive a black headliner, as even with the black interior options, the headliner is grey.

Tesla recently upgraded Model Y vehicles to this black headliner option, even in the United States, so it seems as if the Model 3 will get the same treatment as it appears to be getting in the Eastern hemisphere.

Tesla Model 3 wins Edmunds’ Best EV of 2026 award

Tesla has been basically accentuating the Model 3 and Model Y with small upgrades that owners have been wanting, and it has been a focal point of the company’s future plans as it phases out other vehicles like the Model S and Model X.

Additionally, Tesla offered an excellent 0.99% APR last week on the Model 3, hoping to push more units out the door to support a strong Q1 delivery figure at the beginning of April.

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SpaceX secures FAA approval for 44 annual Starship launches in Florida

The FAA’s environmental review covers up to 44 launches annually, along with 44 Super Heavy booster landings and 44 upper-stage landings.

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Credit: SpaceX

SpaceX has received environmental approval from the Federal Aviation Administration (FAA) to conduct up to 44 Starship-Super Heavy launches per year from Kennedy Space Center Launch Complex 39A in Florida. 

The decision allows the company to proceed with plans tied to its next-generation launch system and future satellite deployments.

The FAA’s environmental review covers up to 44 launches annually, along with 44 Super Heavy booster landings and 44 upper-stage landings. The approval concludes the agency’s public comment period and outlines required mitigation measures related to noise, emissions, wildlife, and airspace management.

Construction of Starship infrastructure at Launch Complex 39A is nearing completion. The site, previously used for Apollo and space shuttle missions, is transitioning to support Starship operations, as noted in a Florida Today report.

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If fully deployed across Kennedy Space Center and nearby Cape Canaveral Space Force Station, Starship activity on the Space Coast could exceed 120 launches annually, excluding tests. Separately, the U.S. Air Force has authorized repurposing Space Launch Complex 37 for potential additional Starship activity, pending further FAA airspace analysis.

The approval supports SpaceX’s long-term strategy, which includes deploying a large constellation of satellites intended to power space-based artificial intelligence data infrastructure. The company has previously indicated that expanded Starship capacity will be central to that effort.

The FAA review identified likely impacts from increased noise, nitrogen oxide emissions, and temporary airspace closures. Commercial flights may experience periodic delays during launch windows. The agency, however, determined these effects would be intermittent and manageable through scheduling, public notification, and worker safety protocols.

Wildlife protections are required under the approval, Florida Today noted. These include lighting controls to protect sea turtles, seasonal monitoring of scrub jays and beach mice, and restrictions on offshore landings to avoid coral reefs and right whale critical habitat. Recovery vessels must also carry trained observers to prevent collisions with protected marine species.

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Texas township wants The Boring Company to build it a Loop system

The township’s board unanimously approved an application to The Boring Company’s “Tunnel Vision Challenge.”

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Credit: The Boring Company

The Woodlands Township, Texas, has formally entered The Boring Company’s tunneling sweepstakes. 

The township’s board unanimously approved an application to The Boring Company’s “Tunnel Vision Challenge,” which offers up to one mile of tunnel construction at no cost to a selected community.

The Woodlands’ proposal, dubbed “The Current,” features two parallel 12-foot-diameter tunnels beneath the Town Center corridor near The Waterway. Teslas would shuttle passengers between Waterway Square, Cynthia Woods Mitchell Pavilion, Town Green Park and nearby hotels during concerts and large-scale events, as noted in a Chron report.

Township officials framed the tunnel as a solution for the township’s traffic congestion issues. The Pavilion alone hosts more than 60 shows each year and can accommodate crowds of up to 16,500, often straining Lake Robbins Drive and surrounding intersections.

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“We know we have traffic impacts and pedestrian movement challenges, especially in the Town Center area,” Chris Nunes, chief operating officer of The Woodlands Township, stated during the meeting.

“The Current” mirrors the Loop system operating beneath the Las Vegas Convention Center, where Tesla vehicles transport passengers through underground tunnels between venues and resorts.

The Boring Company issued its request for proposals (RFP) in mid-January, inviting cities and districts to pitch local uses for its tunneling technology. The Woodlands must submit its application by Feb. 23, though no timeline has been provided for when a winning community will be announced.

Nunes confirmed that the board has authorized a submission for “The Current’s” proposal, though he emphasized that the project is still in its preliminary stages.

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“The Woodlands Township Board of Directors has authorized staff to submit an application to The Boring Company, which has issued an RFP for communities interested in leveraging their technology to address community challenges,” he said in a statement. 

“The Board believes that an underground tunnel would provide a safe and efficient means to transport people to and from various high-use community amenities in our Town Center.”

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