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Tesla investors were “coerced” and “uninformed” during Musk pay ratification vote: lawyers

Credit: Andrea Conway/X

Published

9 months ago

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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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Elon Musk

NYC Comptroller moves to sue Tesla for securities violations

Published

6 hours ago

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April 1, 2025

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MINISTÉRIO DAS COMUNICAÇÕES, CC BY 2.0 , via Wikimedia Commons

New York City Comptroller Brad Lander is urging the NYC Law Department to sue Tesla for securities violations related to CEO Elon Musk’s involvement in the Department of Government Efficiency (DOGE).

Lander said the basis for the potential litigation lies on “material misstatements from Tesla claiming that CEO Elon Musk spends significant time on the company and is highly active in its management, despite his helming the Trump Administration’s DOGE initiative.”

It is a common complaint amongst some Tesla shareholders who are less than enthusiastic about Musk’s involvement in DOGE. Some feel as if Musk is not concerned about Tesla, especially as the stock has dropped over 28 percent this year. However, Musk has continued to double down on his position within the U.S. government.

Nevertheless, Musk’s position in Tesla is still very apparent. He headed an All-Hands meeting just two weeks ago that showed his commitment to the company as he outlined future plans and even joked to employees that they should hold onto their stock.

However, Lander believes Musk’s involvement has hurt New York City pension systems, which have lost over $300 million so far this year. He said:

“In less than three months, Tesla stock has lost nearly 40% of its value, with losses over $300 million for the New York City pension systems. We have long expressed concerns that the Tesla board has failed to provide independent oversight, or to require that Musk – or someone else – serve as a full-time CEO.”

Lander went on to say that “material misstatements from Tesla misled investors about his role at the company,” stating this was his reasoning for calling on the Law Department to file securities litigation against the company.

He believes taking it to court will force changes and will return Tesla shares back to a level that will benefit pension systems in New York City:

“Shareholder litigation could force the changes in governance and leadership that Tesla needs, and help recover some of our pension systems’ losses. Otherwise, we may need to consider divestment.”

The pension systems would be able to pursue financial damages to cover losses and seek governance changes, it says.

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Elon Musk

Tesla is testing a Model 3 with some mysterious cameras in the U.S.

Published

7 hours ago

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April 1, 2025

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Credit: u/Ready_Medium_6693

Tesla is testing a Model 3 with some mysterious cameras, potentially hinting toward the imminent release of the Cybercab and robotaxi platform in the United States.

After Tesla unveiled the Cybercab in Los Angeles in early October, the company suggested that it would be on its way to launching driverless rides in the U.S. in the near future.

Now, Tesla is inching toward a driverless ride-hailing service in Austin, Texas, among some other potential locations, but it is still working toward a platform that is robust enough to handle it.

Although the company’s Full Self-Driving suite is one of the more advanced on the market, Tesla is still working to accomplish what it feels is a mode of transportation that is safer than a human driver. The robotaxi and Cybercab rollouts will likely accomplish that, but there is still work to be done beforehand.

Now, Tesla is testing a Model 3 in the U.S. that was spotted in several different locations in the Northeastern part of the country, as cameras are seen on this vehicle in locations that are not necessarily typical for what it offers currently:

Another one is seen here:

Interestingly, we saw similar camera locations on the Cybercab at the event in October. Tesla is not testing the Cybercab but instead implementing these cameras on a comparable position on its other vehicles.

These are the cameras we spotted on the Cybercab at the event in October:

In the past, Tesla has used a variety of strategies to measure self-driving accuracy, including LiDAR, which has been seen on some testing mules that we have spotted out in public.

Tesla CEO Elon Musk has said that the company does not need LiDAR on testing mules for ground truth, but we still spot them from time to time on public roads.

It’s an appropriate way just to cross Ts and dot Is:

Tesla Model X testing mule spotted with LiDAR rig ahead of Robotaxi event

The company is still moving toward that initial rollout of driverless ride-hailing in Austin in June, and some company executives have stated that the Cybercab will be the vehicle it uses for these initial rides.

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Elon Musk

Tesla adds security feature to Android with latest software update

Published

8 hours ago

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April 1, 2025

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Credit: @greggertruck/X

Tesla is bolstering its release of features to Android users as it is rolling out some new things with its latest software update.

Update v4.43.5 will see Tesla add a Dashcam Viewer for Android phones, a new feature that will make it simpler to access and manage both Dashcam and Sentry Mode videos. This has been available to iPhone users for some time, but Android owners have not had access to this quite yet.

Tesla describes the release of the feature in release notes (via Not a Tesla App):

“The Dashcam Viewer is now available in the Tesla app for Android users.

The Dashcam Viewer makes it easy to access and manage your car’s Dashcam and Sentry Mode videos. Accessing videos on your phone is faster and more convenient, but it does come with a few requirements.

The Dashcam Viewer in the Tesla app allows you to view, delete, or save video clips right from your device. This should result in higher quality content being shared online and fewer videos of owners recording their Tesla’s screens with their phones.”

The feature creates a more convenient option to view things that your Tesla has captured on its dashcam or on its external cameras through Sentry Mode, its security camera system that records things that happen around the vehicle.

Sentry Mode has been a great addition for Tesla owners lately, as more and more instances of vandalism have been occurring in the past few months.

It seems Tesla might have made it a point to roll this feature out, especially as it would allow those who are getting Sentry Mode alerts to capture footage of keying or tire slashing, two common techniques used by those who dislike Tesla and/or Elon Musk.

Tesla quietly added this extra Sentry Mode feature to deter vandals

The last time Tesla rolled out some features to Android owners was in January when it beefed up offerings for those who do not use iOS. The January update saw Phone Key Improvements and Hands-Free Trunk Opening make their way to Android users.

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