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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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What is Digital Optimus? The new Tesla and xAI project explained

At its core, Digital Optimus operates through a dual-process architecture inspired by human cognition.

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Credit: Grok

Tesla and xAI announced their groundbreaking joint project, Digital Optimus, also nicknamed “Macrohard” in a humorous jab at Microsoft, earlier this week.

This software-based AI agent is designed to automate complex office workflows by observing and replicating human interactions with computers. As the first major outcome of Tesla’s $2 billion investment in xAI, it represents a powerful fusion of hardware efficiency and advanced reasoning.

Tesla announces massive investment into xAI

At its core, Digital Optimus operates through a dual-process architecture inspired by human cognition.

Tesla’s specialized AI acts as “System 1”—the fast, instinctive executor—processing the past five seconds of real-time computer screen video along with keyboard and mouse actions to perform immediate tasks.

xAI’s Grok model serves as “System 2,” the strategic “master conductor” or navigator, providing high-level reasoning, world understanding, and directional oversight, much like an advanced turn-by-turn navigation system.

When combined, the two can create a powerful AI-based assistant that can complete everything from accounting work to HR tasks.

Will Tesla join the fold? Predicting a triple merger with SpaceX and xAI

The system runs primarily on Tesla’s low-cost AI4 inference chip, minimizing expensive Nvidia resources from xAI for competitive, real-time performance.

Elon Musk described it as “the only real-time smart AI system” capable, in principle, of emulating the functions of entire companies, handling everything from accounting and HR to repetitive digital operations.

Timelines point to swift deployment. Announced just days ago, Musk expects Digital Optimus to be ready for user experience within about six months, targeting rollout around September 2026.

It will integrate into all AI4-equipped Tesla vehicles, enabling parked cars to handle office work during downtime. Millions of dedicated units are also planned for deployment at Supercharger stations, tapping into roughly 7 gigawatts of available power.

Digital Optimus directly supports Tesla’s broader autonomy strategy. It leverages the same end-to-end neural networks, computer vision, and real-time decision-making tech that power Full Self-Driving (FSD) software and the physical Optimus humanoid robot.

By repurposing idle vehicle compute and extending AI4 hardware beyond driving, the project scales Tesla’s autonomy ecosystem from roads to digital workspaces.

As a virtual counterpart to physical Optimus, it divides labor: software agents manage screen-based tasks while humanoid robots tackle physical ones, accelerating Tesla’s vision of general-purpose AI for productivity, Robotaxi fleets, and beyond.

In essence, Digital Optimus bridges Tesla’s vehicle and robotics autonomy with enterprise-scale AI, promising massive efficiency gains. No other company currently matches its real-time capabilities on such accessible hardware.

It really could be one of the most crucial developments Tesla and xAI begin to integrate, as it could revolutionize how people work and travel.

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Tesla adds awesome new driving feature to Model Y

Tesla is rolling out a new “Comfort Braking” feature with Software Update 2026.8. The feature is exclusive to the new Model Y, and is currently unavailable for any other vehicle in the Tesla lineup.

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Credit: Tesla

Tesla is adding an awesome new driving feature to Model Y vehicles, effective on Juniper-updated models considered model year 2026 or newer.

Tesla is rolling out a new “Comfort Braking” feature with Software Update 2026.8. The feature is exclusive to the new Model Y, and is currently unavailable for any other vehicle in the Tesla lineup.

Tesla writes in the release notes for the feature:

“Your Tesla now provides a smoother feel as you come to a complete stop during routine braking.”

Interestingly, we’re not too sure what catalyzed Tesla to try to improve braking smoothness, because it hasn’t seemed overly abrupt or rough from my perspective. Although the brake pedal in my Model Y is rarely used due to Regenerative Braking, it seems Tesla wanted to try to make the ride comfort even smoother for owners.

There is always room for improvement, though, and it seems that there is a way to make braking smoother for passengers while the vehicle is coming to a stop.

This is far from the first time Tesla has attempted to improve its ride comfort through Over-the-Air updates, as it has rolled out updates to improve regenerative braking performance, handling while using Full Self-Driving, improvements to Steer-by-Wire to Cybertruck, and even recent releases that have combatted Active Road Noise.

Tesla set to activate long-awaited Cybertruck feature

Tesla holds a unique ability to change the functionality of its vehicles through software updates, which have come in handy for many things, including remedying certain recalls and shipping new features to the Full Self-Driving suite.

Tesla seems to have the most seamless OTA processes, as many automakers have the ability to ship improvements through a simple software update.

We’re really excited to test the update, so when we get an opportunity to try out Comfort Braking when it makes it to our Model Y.

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Tesla finally brings a Robotaxi update that Android users will love

The breakdown of the software version shows that Tesla is actively developing an Android-compatible version of the Robotaxi app, and the company is developing Live Activities for Android.

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Credit: Grok

Tesla is finally bringing an update of its Robotaxi platform that Android users will love — mostly because it seems like they will finally be able to use the ride-hailing platform that the company has had active since last June.

Based on a decompile of software version 26.2.0 of the Robotaxi app, Tesla looks to be ready to roll out access to Android users.

According to the breakdown, performed by Tesla App Updates, the company is preparing to roll out an Android version of the app as it is developing several features for that operating system.

The breakdown of the software version shows that Tesla is actively developing an Android-compatible version of the Robotaxi app, and the company is developing Live Activities for Android:

“Strings like notification_channel_robotaxid_trip_name and android_native_alicorn_eta_text show exactly how Tesla plans to replicate the iOS Live Activities experience. Instead of standard push alerts, Android users are getting a persistent, dynamically updating notification channel.”

This is a big step forward for several reasons. From a face-value perspective, Tesla is finally ready to offer Robotaxi to Android users.

The company has routinely prioritized Apple releases because there is a higher concentration of iPhone users in its ownership base. Additionally, the development process for Apple is simply less laborious.

Tesla is working to increase Android capabilities in its vehicles

Secondly, the Robotaxi rollout has been a typical example of “slowly then all at once.”

Tesla initially released Robotaxi access to a handful of media members and influencers. Eventually, it was expanded to more users, so that anyone using an iOS device could download the app and hail a semi-autonomous ride in Austin or the Bay Area.

Opening up the user base to Android users may show that Tesla is preparing to allow even more users to utilize its Robotaxi platform, and although it seems to be a few months away from only offering fully autonomous rides to anyone with app access, the expansion of the user base to an entirely different user base definitely seems like its a step in the right direction.

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