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Tesla investors were “coerced” and “uninformed” during Musk pay ratification vote: lawyers
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.
⚖️ T(h)ornetta
Hearing for the motion to revise the initial opinion now scheduled for August 2nd (rumors for 8/8 were wrong)
Plaintiff's attorney filed his opposition to this, his arguments are
– The court cannot reopen the closed trial record to consider new evidence
– The… pic.twitter.com/mz3wyAUy57— Ale?andra Merz (@TeslaBoomerMama) July 15, 2024
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.
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
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News
Tesla robotaxi test details shared in recent report: 300 operators, safety tests, and more
Tesla has launched an initial robotaxi service for its employees in Austin and the San Francisco Bay Area.

During the Q1 2025 earnings call, Tesla executives reiterated the idea that the company will be launching a dedicated robotaxi service using its Full Self Driving (FSD) Unsupervised system this coming June.
A recent report from Insider, citing people reportedly familiar with the matter, has now provided a number of details about the preparations that Tesla has been making as it approaches its June target date.
Remote Operators
As noted by the publication, about 300 test operators have been driving through Austin city streets over the past few months using Teslas equipped with self-driving software. These efforts are reportedly part of “Project Rodeo.” Citing test drivers who are reportedly part of the program, Insider noted that Tesla’s tests involve accumulating critical miles. Test drivers are reportedly assigned to specific test routes, which include “critical” tracks where drivers are encouraged to avoid manual interventions, and “adversarial” tracks, which simulate tricky scenarios.
Tesla has launched an initial robotaxi service for its employees in Austin and the San Francisco Bay Area, though the vehicles only operate in limited areas. The vehicles also use safety drivers for now. However, Tesla has reportedly had discussions about using remote operators as safety drivers when the service goes live for consumers. Some test drivers have been moved into remote operator roles for this purpose, the publication’s sources claimed.
While Tesla is focusing on Austin and San Francisco for now, the company is reportedly also deploying test drivers in other key cities. These include Atlanta, GA, New York, NY, Seattle, WA, and Phoenix, AZ.
Safety Tests
Tesla reportedly held training events with local first responders as part of its preparations for its robotaxi service, Insider claimed, citing documents that it had obtained. As per the publication, Tesla had met with the city’s autonomous vehicle task force, which include members of the Austin Fire Department, back in December.
Back in March, Tesla reportedly participated in about six hours of testing with local first responders, which included members of the fire department and the police, at a close test track. Around 60 drivers and vehicles were reportedly used in the test to simulate real-world traffic scenarios.
Interestingly enough, a spokesperson from the Austin Police Department stated that Tesla did hold a testing day with emergency responders from Austin, Williamson County, as well as the Texas Department of Public Safety.
Reported Deadlines
While Tesla has been pretty open about its robotaxi service launching in Austin this June, the company is reportedly pursuing an aggressive June 1 deadline, at least internally. During meetings with Elon Musk, VP of AI software Ashok Elluswamy’s team reportedly informed the CEO that the company is on track to hit its internal deadline.
One of Insider’s sources, however, noted that the June 1 deadline is more aspirational or motivational. “A June 1 deadline makes a June 30 launch more likely,” the publication’s source noted.
News
Atty who refused to charge six-time Tesla vandal sparks controversy
Despite the multiple offenses, Moriarty opted to enter Adams into an adult diversion program instead.

Hennepin County Attorney Mary Moriarty, who made the decision not to charge 33-year-old vandal Dylan Bryan Adams after he keyed six Teslas around Minneapolis last month, has found herself in the middle of controversy.
The controversy came amidst her decision to press charges against a 19-year-old first-time vandal who keyed one vehicle at the White Castle in Brooklyn Park.
The Tesla Vandal
Moriarty’s decision not to charge Adams after he keyed six Teslas was met with widespread criticism. Adams’ actions resulted in more than $20,000 worth of damages, more than $10,000 of which was to a single vehicle, as noted in a New York Post report. Yet despite the multiple offenses, Moriarty opted to enter Adams into an adult diversion program instead.
The fact that Adams is a state employee who works for the Department of Human Services as a program consultant triggered allegations that his dismissal might be partly influenced by Gov. Tim Walz. Walz is a staunch critic of Musk, previously stating that the falling price of TSLA stock gives him a “boost” in the morning.
As noted in a report from The Minnesota Star Tribune, Moriarty’s decision was so controversial that she was asked about the matter on Wednesday. In response, the attorney argued that her office made the decision outside of any political consideration. “We try to make decisions without really looking at the political consequences. Can we always predict how a story will be portrayed in the media or what people will say? No,” Moriarty stated.
Actually Charged
As noted by the Tribune, Moriarty has made arguments around the fact that Adams was a first-time offender, even if he opted to deface six separate Teslas. But even this argument has become controversial since Moriarty recently charged a 19-year-old Robbinsdale woman with no criminal record with first-degree felony property damage after she allegedly keyed a co-worker’s car. The damage incurred by the 19-year-old woman was $7,000, substantially less than the over $20,000 damage that Adams’ actions have caused.
Cases surrounding felony first-degree property damage are fairly common, though they require the damage to be over $1,000. The 19-year-old’s damage to her co-worker’s car met this threshold. Adams’ damage to the six Teslas he vandalized also met this requirement.
When Moriarty was asked about her seemingly conflicting decisions, she noted that her office’s primary goal was to hold the person accountable for keying the vehicle and get restitution to the people affected. She also noted that her office tries to avoid convictions when possible since they could affect a person’s life. “Should we have treated this gentleman differently because it’s a political issue? We made this decision because it is in the best interest of public safety,” she noted.
News
Tesla faces emission credits tax in Washington state
House Bill 2077 taxes emissions credits, mainly hitting Tesla. Lawmakers expect $100M/year from the taxes.

Washington state lawmakers are advancing a bill that would tax Tesla’s emission credits, targeting profits under the state’s clean vehicle policy. Lawmakers who support the bill clarify that the Tesla credit tax is unrelated to Elon Musk.
HB 2077, introduced in mid-April, seeks to impose a 2% tax on emission credit sales and a 10% tax on banked credits. The bill primarily affects Tesla due to exemptions for companies with fewer credits.
In 2022, Washington’s Department of Ecology mandated that all new cars sold by 2035 be electric, hydrogen-fueled, or hybrids, with 35% compliance required by next year. Carmakers selling more gas-powered vehicles can buy credits from companies like Tesla, which sells only electric vehicles.
A legislative fiscal analysis projects taxes on those credits would generate $78 million in the 2025-27 biennium and $100 million annually thereafter. About 70% of the taxes will be allocated to the state’s general funds, and the rest will help expand electric car infrastructure.
HB 2077 passed the state House eight days after its introduction and awaits a Senate Ways and Means Committee vote on Friday. At a House Finance Committee hearing, supporters, including union and social service advocates, argued the tax would prevent cuts to state services.
House Majority Leader Joe Fitzgibbon emphasized its necessity amid frozen federal EV infrastructure funds. “We didn’t have a budget crisis until this year. And we didn’t have the federal government revoking huge amounts of federal dollars for EV infrastructure,” he said.
Tesla’s lobbyist, Jeff Gombosky, countered that the proposal “runs counter to the intent” of the state’s zero-emission policy. Rivian’s lobbyist, Troy Nichols, noted a “modest” impact on his company but warned it could undermine the EV mandate. Kate White Tudor of the Natural Resources Defense Council expressed concerns, stating, “We worry it sets a dubious precedent.”
Fitzgibbon defended the tax, noting Tesla’s dominant credit stockpile makes it “one outlier” that is “very profitable.” “That’s the kind of thing legislators take an interest in,” he said. “Is it serving the interest of the public for this asset to be untaxed?”
With the legislative session nearing its end, the bill remains a key focus in budget talks in Washington.
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