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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

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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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Anti-Tesla union leader ditches X, urges use of Threads instead

Tesla Sweden and IF Metall have been engaged in a bitter dispute for over two years now. 

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UK Government, CC BY 2.0 , via Wikimedia Commons

Marie Nilsson, chair of Sweden’s IF Metall union and a prominent critic of Tesla, has left X and is urging audiences to follow the union on Meta’s Threads instead.

Tesla Sweden and IF Metall have been engaged in a bitter dispute for over two years now. 

Anti-Tesla union leader exits X

In a comment to Dagens Arbete (DA), Nilsson noted that her exit from X is not formally tied to IF Metall’s long-running labor dispute with Tesla Sweden. Still, she stated that her departure is affected by changes to the platform under Elon Musk’s leadership.

“We have stayed because many journalists pick up news there. But as more and more people have left X, we have felt that the standard has now been reached on that platform,” she said. 

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Jesper Pettersson, press officer at IF Metall, highlighted that the union’s departure from X is only indirectly linked to Tesla Sweden and Elon Musk. “Indirectly it does, since there is a lot of evidence that his ownership has caused the change in the platform to be so significant. 

“We have nevertheless assessed that the platform had value for reaching journalists, politicians and other opinion leaders. But it is a microscopic proportion of the public and our members who are there, and now that value has decreased,” Petterson added.

IF Metall sees Threads as an X alternative

After leaving X, IF Metall has begun using Threads, Meta’s alternative to the social media platform. The union described the move as experimental, noting that it is still evaluating how effective the platform will be for outreach and visibility.

Pettersson acknowledged that Meta also does not operate under Sweden’s collective bargaining model, but said the union sees little alternative if it wants to remain visible online.

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“In a perfect world, all large international companies would be supporters of the Swedish model when they come here. But unfortunately, the reality is not like that. If we are to be visible at all in this social media world, we have to play by the rules of the game. The alternative would be to become completely invisible, and that would not benefit our members,” he said. 

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Elon Musk

Elon Musk confirms SpaceX is not developing a phone

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elon musk phone
Photo: Boss Hunting.com.au

Despite many recent rumors and various reports, Elon Musk confirmed today that SpaceX is not developing a phone based on Starlink, not once, but twice.

Today’s report from Reuters cited people familiar with the matter and stated internal discussions have seen SpaceX executives mulling the idea of building a mobile device that would connect directly to the Starlink satellite constellation.

Musk did state in late January that SpaceX developing a phone was “not out of the question at some point.” However, He also said it would have to be a major difference from current phones, and would be optimized “purely for running max performance/watt neural nets.”

While Musk said it was not out of the question “at some point,” that does not mean it is currently a project SpaceX is working on. The CEO reaffirmed this point twice on X this afternoon.

Musk said, “Reuters lies relentlessly,” in one post. In the next, he explicitly stated, “We are not developing a phone.”

Musk has basically always maintained that SpaceX has too many things going on, denying that a phone would be in the realm of upcoming projects. There are too many things in the works for Musk’s space exploration company, most notably the recent merger with xAI.

SpaceX officially acquires xAI, merging rockets with AI expertise

A Starlink phone would be an excellent idea, especially considering that SpaceX operates 9,500 satellites, serving over 9 million users worldwide. 650 of those satellites are dedicated to the company’s direct-to-device initiative, which provides cellular coverage on a global scale.

Nevertheless, there is the potential that the Starlink phone eventually become a project SpaceX works on. However, it is not currently in the scope of what the company needs to develop, so things are more focused on that as of right now.

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Tesla adds notable improvement to Dashcam feature

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Credit: Tesla

Tesla has added a notable improvement to its Dashcam feature after complaints from owners have pushed the company to make a drastic change.

Perhaps one of the biggest frustrations that Tesla owners have communicated regarding the Dashcam feature is the lack of ability to retain any more than 60 minutes of driving footage before it is overwritten.

It does not matter what size USB jump drive is plugged into the vehicle. 60 minutes is all it will hold until new footage takes over the old. This can cause some issues, especially if you were saving an impressive clip of Full Self-Driving or an incident on the road, which could be lost if new footage was recorded.

This has now been changed, as Tesla has shown in the Release Notes for an upcoming Software Update in China. It will likely expand to the U.S. market in the coming weeks, and was first noticed by NotaTeslaApp.

The release notes state:

“Dashcam Dynamic Recording Duration – The dashcam dynamically adjusts the recording duration based on the available storage capacity of the connected USB drive. For example, with a 128 GB USB drive, the maximum recording duration is approximately 3 hours; with a 1 TB or larger USB drive, it can reach up to 24 hours. This ensures that as much video as possible is retained for review before it gets overwritten.”

Tesla Adds Dynamic Recording

Instead of having a 60-minute cap, the new system will now go off the memory in the USB drive. This means with:

  • 128 GB Jump Drive – Up to Three Hours of Rolling Footage
  • 1TB Jump Drive – Up to 24 Hours of Rolling Footage

This is dependent on the amount of storage available on the jump drive, meaning that if there are other things saved on it, it will take away from the amount of footage that can be retained.

While the feature is just now making its way to employees in China, it will likely be at least several weeks before it makes its way to the U.S., but owners should definitely expect it in the coming months.

It will be a welcome feature, especially as there will now be more customization to the number of clips and their duration that can be stored.

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