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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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Tesla discloses interesting collaboration partner for Supercharging

This BOXABL collaboration would be a great way to add a rest stop to a rural Supercharging location, and could lead to more of these chargers across the U.S. 

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Credit: Grok

Tesla disclosed an interesting collaboration partner in an SEC filing, which looks like an indication of a potential project at Supercharger sites.

Tesla said on Tuesday in the filing that it was entering an agreement with BOXABL to design and build a Micromenity structure. Simply put, this is a modular building, usually a few hundred square feet in size, and it has been seen at Superchargers in Europe.

In Magnant, France, Tesla opened a small building at a Supercharger that is available to all EV owners. There are snacks and drinks inside, including ice cream, coffee, a gaming console, and restrooms. It gives people an opportunity to get up and out of their cars while charging.

This building was not built by BOXABL, but instead by bk World Lounges. It is likely the final Supercharging stop before people get to Paris, as it is located 250 kilometers, or 155 miles, from the City of Light.

 

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Une publication partagée par Gerold Wolfarth (@gerold_wolfarth)

Magnant has 56 stalls, so it is a large Supercharging stop compared to most. The building could be a sign of things to come, especially as Tesla has opened up larger Supercharger stations along major roadways.

It is for just a single building, as the Scope of Work within the filing states “a comprehensive package for one Micromenity building.”

Superchargers are commonly located at gas stations, shopping centers, and other major points of interest. However, there are some stops that are isolated from retail or entertainment.

This BOXABL collaboration would be a great way to add a rest stop to a rural Supercharging location, and could lead to more of these chargers across the U.S.

Tesla has done a lot of really great things for Supercharging this year.

Along with widespread expansion, the company launched the “Charging Passport” this week, opened the largest Supercharger in the world in Lost Hills, California, with 168 chargers, opened the Tesla Diner, a drive-in movie restaurant in Los Angeles, and initiated access to the infrastructure to even more automakers.

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Tesla CEO Elon Musk confirms Robotaxi safety monitor removal in Austin: here’s when

Musk has made the claim about removing Safety Monitors from Tesla Robotaxi vehicles in Austin three times this year, once in September, once in October, and once in November.

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Credit: @AdanGuajardo/X

Tesla CEO Elon Musk confirmed on Tuesday at the xAI Hackathon that the company would be removing Safety Monitors from Robotaxis in Austin in just three weeks.

This would meet Musk’s timeline from earlier this year, as he has said on several occasions that Tesla Robotaxis would have no supervision in Austin by the end of 2025.

On Tuesday, Musk said:

“Unsupervised is pretty much solved at this point. So there will be Tesla Robotaxis operating in Austin with no one in them. Not even anyone in the passenger seat in about three weeks.”

Musk has made the claim about removing Safety Monitors from Tesla Robotaxi vehicles in Austin three times this year, once in September, once in October, and once in November.

In September, he said:

“Should be no safety driver by end of year.”

On the Q3 Earnings Call in October, he said:

“We are expecting ot have no safety drivers in at least large parts of Austin by the end of this year.”

Finally, in November, he reiterated the timeline in a public statement at the Shareholder Meeting:

“I expect Robotaxis to operate without safety drivers in large parts of Austin this year.”

Currently, Tesla uses Safety Monitors in Austin in the passenger’s seat on local roads. They will sit in the driver’s seat for highway routes. In the Bay Area ride-hailing operation, there is always a Safety Monitor in the driver’s seat.

Three weeks would deliver on the end-of-year promise, cutting it close, beating it by just two days. However, it would be a tremendous leap forward in the Robotaxi program, and would shut the mouths of many skeptics who state the current iteration is no different than having an Uber.

Tesla has also expanded its Robotaxi fleet this year, but the company has not given exact figures. Once it expands its fleet, even more progress will be made in Tesla’s self-driving efforts.

Tesla expands Robotaxi geofence, but not the garage

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SpaceX reportedly mulling IPO, eyeing largest of all time: report

“I do want to try to figure out some way for Tesla shareholders to participate in SpaceX. I’ve been giving a lot of thought to how to give people access to SpaceX stock,” Musk said.

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Credit: SpaceX

SpaceX is reportedly mulling an initial public offering, eyeing what would be the largest valuation at the time of availability of all time, a new report from Bloomberg said on Tuesday.

It is one of many reports involving one of Elon Musk’s companies and a massive market move, as this is not the first time we have seen reports of an IPO by SpaceX. Musk himself has also dispelled other reports in the past of a similar nature, including an xAI funding round.

SpaceX and Musk have yet to comment on the report. In the past, untrue reports were promptly replied to by the CEO; this has not yet gained any response, which is a good sign in terms of credibility.

However, he said just a few days ago that stories of this nature are inaccurate:

“There has been a lot of press claiming SpaceX is raising money at $800B, which is not accurate. SpaceX has been cash flow positive for many years and does periodic stock buybacks twice a year to provide liquidity for employees and investors. Valuation increments are a function of progress with Starship and Starlink and securing global direct-to-cell spectrum that greatly increases our addressable market. And one other thing that is arguably most significant by far.”

Musk has discussed a potential IPO for SpaceX in recent months, as the November 6 shareholder meeting, as he commented on the “downsides” of having a public company, like litigation exposure, quarterly reporting pressures, and other inconveniences.

Nevertheless, Musk has also said he wants there to be a way for Tesla shareholders to get in on the action. At the meeting in early November, he said:

“I do want to try to figure out some way for Tesla shareholders to participate in SpaceX. I’ve been giving a lot of thought to how to give people access to SpaceX stock.”

Additionally, he added:

“Maybe at some point., SpaceX should become a public company despite all the downsides of being public.”

Musk has been historically reluctant to take SpaceX public, at times stating it could become a barrier to colonizing Mars. That does not mean it will not happen.

Bloomberg’s report cites multiple unidentified sources who are familiar with the matter. They indicate to the publication that SpaceX wants to go public in mid-to-late 2026, and it wants to raise $30 billion at a valuation of around $1.5 trillion.

This is not the first time SpaceX has discussed an IPO; we reported on it nine years ago. We hope it is true, as the community has spoken for a long time about having access to SpaceX stock. Legendary investor Ron Baron is one of the lucky few to be a SpaceX investor, and said it, along with Tesla, is a “lifetime investment.”

Tesla bull Ron Baron reveals $100M SpaceX investment, sees 3-5x return on TSLA

The primary driver of SpaceX’s value is Starlink, the company’s satellite internet service. Starlink contributes 60-70 percent of SpaceX’s revenue, meaning it is the primary value engine. Launch services, like Falcon 9 contracts, and the development of Starship, also play supporting roles.

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