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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 opens Robotaxi access to everyone — but there’s one catch

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Credit: Tesla

Tesla has officially opened Robotaxi access to everyone and everyone, but there is one catch: you have to have an iPhone.

Tesla’s Robotaxi service in Austin and its ride-hailing service in the Bay Area were both officially launched to the public today, giving anyone using the iOS platform the ability to simply download the app and utilize it for a ride in either of those locations.

It has been in operation for several months: it launched in Austin in late June and in the Bay Area about a month later. In Austin, there is nobody in the driver’s seat unless the route takes you on the freeway.

In the Bay Area, there is someone in the driver’s seat at all times.

The platform was initially launched to those who were specifically invited to Austin to try it out.

Tesla confirms Robotaxi is heading to five new cities in the U.S.

Slowly, Tesla launched the platform to more people, hoping to expand the number of rides and get more valuable data on its performance in both regions to help local regulatory agencies relax some of the constraints that were placed on it.

Additionally, Tesla had its own in-house restrictions, like the presence of Safety Monitors in the vehicles. However, CEO Elon Musk has maintained that these monitors were present for safety reasons specifically, but revealed the plan was to remove them by the end of the year.

Now, Tesla is opening up Robotaxi to anyone who wants to try it, as many people reported today that they were able to access the app and immediately fetch a ride if they were in the area.

We also confirmed it ourselves, as it was shown that we could grab a ride in the Bay Area if we wanted to:

The launch of a more public Robotaxi network that allows anyone to access it seems to be a serious move of confidence by Tesla, as it is no longer confining the service to influencers who are handpicked by the company.

In the coming weeks, we expect Tesla to then rid these vehicles of the Safety Monitors as Musk predicted. If it can come through on that by the end of the year, the six-month period where Tesla went from launching Robotaxi to enabling driverless rides is incredibly impressive.

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Tesla analyst sees Full Self-Driving adoption rates skyrocketing: here’s why

“You’ll see increased adoption as people are exposed to it. I’ve been behind the wheel of several of these and the different iterations of FSD, and it is getting better and better. It’s something when people experience it, they will be much more comfortable utilizing FSD and paying for it.”

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tesla interior operating on full self driving
Credit: TESLARATI

Tesla analyst Stephen Gengaro of Stifel sees Full Self-Driving adoption rates skyrocketing, and he believes more and more people will commit to paying for the full suite or the subscription service after they try it.

Full Self-Driving is Tesla’s Level 2 advanced driver assistance suite (ADAS), and is one of the most robust on the market. Over time, the suite gets better as the company accumulates data from every mile driven by its fleet of vehicles, which has swelled to over five million cars sold.

The suite features a variety of advanced driving techniques that many others cannot do. It is not your typical Traffic-Aware Cruise Control (TACC) and Lane Keeping ADAS system. Instead, it can handle nearly every possible driving scenario out there.

It still requires the driver to pay attention and ultimately assume responsibility for the vehicle, but their hands are not required to be on the steering wheel.

It is overwhelmingly impressive, and as a personal user of the FSD suite on a daily basis, I have my complaints, but overall, there are very few things it does incorrectly.

Tesla Full Self-Driving (Supervised) v14.1.7 real-world drive and review

Gengaro, who increased his Tesla price target to $508 yesterday, said in an interview with CNBC that adoption rates of FSD will increase over the coming years as more people try it for themselves.

At first, it is tough to feel comfortable with your car literally driving you around. Then, it becomes second nature.

Gengaro said:

“You’ll see increased adoption as people are exposed to it. I’ve been behind the wheel of several of these and the different iterations of FSD, and it is getting better and better. It’s something when people experience it, they will be much more comfortable utilizing FSD and paying for it.”

Tesla Full Self-Driving take rates also have to increase as part of CEO Elon Musk’s recently approved compensation package, as one tranche requires ten million active subscriptions in order to win that portion of the package.

The company also said in the Q3 2025 Earnings Call in October that only 12 percent of the current ownership fleet are paid customers of Full Self-Driving, something the company wants to increase considerably moving forward.

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Tesla scores major court win as judge rejects race bias class action

The ruling means the 2017 lawsuit cannot proceed as a class action because plaintiff attorneys were unable to secure testimony commitments from at least 200 workers.

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Credit: Tesla

Tesla scored a significant legal victory in California after a state judge reversed a class certification in a high-profile race harassment case involving 6,000 Black workers at its Fremont plant. The ruling means the 2017 lawsuit cannot proceed as a class action because plaintiff attorneys were unable to secure testimony commitments from at least 200 workers ahead of a 2026 trial, a threshold the judge viewed as necessary to reliably represent the full group.

No class action

In a late-Friday order, California Superior Court Judge Peter Borkon concluded that the suit could not remain a class action, stating he could not confidently apply the experiences of a much smaller group of testifying workers to thousands of potential class members. His ruling reverses a 2024 decision by a different judge who had certified the case under the belief that a trial of that size would be manageable, as noted in a Reuters report.

The lawsuit was originally filed by former assembly-line worker Marcus Vaughn, who alleged that Black employees at Tesla’s Fremont factory were exposed to various forms of racially hostile conduct, including slurs, graffiti, and instances of disturbing objects appearing in work areas. Tesla has previously said it does not tolerate harassment and has removed employees found responsible for misconduct. Neither Tesla nor the plaintiffs’ legal team immediately commented on the latest ruling.

Tesla’s legal challenges

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While the decertification narrows the scope of this particular case, Tesla still faces additional litigation over similar allegations. A separate trial involving related claims brought by a California state civil rights agency is scheduled just two months after the now-vacated class trial date. The company is also contending with federal race discrimination claims filed by the U.S. Equal Employment Opportunity Commission, alongside several individual lawsuits it has already resolved.

For now, the reversal removes the large-scale exposure Tesla would have faced in a unified class trial, shifting the dispute back to individual claims rather than a single mass action. The case is Vaughn v. Tesla, filed in Alameda County Superior Court.

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