Judge Rules Against Elon's Pay Package [⚠️ ADMIN WARNING: NO POLITICS]

[JBee]

At this point I think we need a more level headed CEO strictly devoted to Tesla and who won't threaten to take his toys and runaway like a child. The other Tesla engineers we've seen seem competent and less rash than Elon so one of them, or bring back JB.

Who me?

I'm glad you miss me.

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[JBee]

Musk didn't do his due diligence before signing a deal.

The "receipts" he came up with were... at best laughable.

After that, the courts forced twitter to provide data, "firehose of data" which musk and co later ran and came up with nothing verifiable.

Had the court allowed musk to break the contract he initiated, that would have been an injustice.

Twitter nor any other social media, like FB, Insta and Co are interested in fighting bots at all.

It is in their best interest to keep bots, because not one of them will tell the advertiser if the add click was a real person or a bot...

So having more bots gets you more add clicks and charge for more add revenue...simple. A self propelled ponzi using self-replicating code. Sweet deal!

But not if you want to buy "real users" to sell adds and a whole pipeline of services too, with a all in one app.

So not only did EM get rid of most of the Twitter bots, he also only got advertising to "real" eyeballs. Hence the add revenue tank in the beginning, on top of everything else.

I'd say half of social media money is from fake bot revenue, plus all the digital agenda pushing nonsense over the last few years from whoever had a finger on a button.

Honestly, don't worry about AI just yet, we're screwing up reality just fine without it.

 

[REM]

Musk didn't do his due diligence before signing a deal.

The "receipts" he came up with were... at best laughable.

After that, the courts forced twitter to provide data, "firehose of data" which musk and co later ran and came up with nothing verifiable.

Had the court allowed musk to break the contract he initiated, that would have been an injustice.

-"Musk didn't do his due diligence before signing a deal."
This is a ludicrous assertion.

-"The "receipts" he came up with were... at best laughable."
literally anyone on the twitter platform at this time could take a random sample and see that the platform was absolutely littered to the brim with bots. Anyone who denies this is not a reasonable person, and nothing I can say here will be enough to convince otherwise.

High level software devs in Twitter came forward during this ordeal and outright said that the number of bots reported by the Twitter board was verifiably false. Do you think they were lying?

I think some of you guys have selective dementia on what really happened in this case:

• Elon put in an offer buy Twitter.
• Twitter rejected it.
• Shareholders put the heat on the board to make the deal.
• Elon told them to fix the price because of the insane discrepancy on number of bots.
• Twitter sued.
• Whistleblowers came forward.
• The court refused to hear the evidence.
• Twitter refused the offer again and sued him in court again to force the deal through.

These are the material facts in the Twitter vs Elon saga.

 

[REM]

threaten to take his toys and runaway like a child.

You want a CEO that is cool with his compensation being ripped away from them on a whim?

Actually, you know what... maybe Mary Barra is the right one for the job. Afterall, she electrified the entire auto industry. She led; and it matters.

?

 

[Bill W.]

This situation may not bode well for CT deliveries to those of us that reside in Delaware...

 

[BannedByTMC]

You want a CEO that is cool with his compensation being ripped away from them on a whim?

He threatened to take AI away from Tesla before this case was decided and asked for a greater share.

 

[heems]

I mean, the entire concept of your point is directly addressed and undercut by the substance of the claim and the rationale of the decision:

The core claim is that the comp package was approved by shareholders who were given misleading and incomplete disclosures in a proxy statement.

On the comp determining committee was the then General Counsel of the company who, famously, was qualified for the job only in virtue of being Musk's divorce lawyer. It also included his brother. The list really goes on from there.

To put it mildly, Todd Maron, and Tesla's board generally, is a meme amongst corporate governance and compliance professionals.



So if nothing else, what this case and the outcome REALLY suggest, is this:

If you want to pay your CEO 6 times the combined comp of the next 200 highest paid executives in this United States, you as a company should at least be not so damn dimwitted as to attempt to do so without appointing a majority of independent directors to arrive at that decision.

Let me restate that so that, because it's a really important point:

A company with even 1/10th of a corporate compliance brain, would know that it should do things a certain way if it felt what it was doing could be subject to legitimate scrutiny.

IF the shareholders wanted to give Musk this package, it should expect the board to demonstrate the FIRST clue about basic corporate compliance strategy and optics.

Play stupid games, win stupid prizes.

Today if he gets a commission plan that 10x the market cap from today’s valuation and he gets paid trillions I will sign up again. It doesn’t matter the amount or who came up with this proposal or who is in director chair. It’s irrelevant. If majority owners like this proposal it’s our decision. Hiding behind the $$ or who is independent is a red herring. Lawyer speak for jack. Nice try to redirect argument to something that has no bearing on the substance of what’s being violated here. As share holders we have the right to democratically approve or deny major company decisions. No matter who brings them forth. And our majority decision cannot be overruled by a shareholder with 9 votes. No freaking way. The only stupid here is Kathleen.

 

[cvalue13]

It doesn’t matter the amount or who came up with this proposal or who is in director chair.

it actually does.

deeply

that’s the law

you’re feelings in this matter are irrelevant to it’s substance

 

[JBee]

I’m not an AI expert from any technical level.

But I am a co-founder of an Intel-backed startup in the AI-adjacent space (EDGE compute infrastructure, like FSD), so I’m around a few folks who are.

And to the person, they think Tesla’s AI related work is, I guess…. amateur.

I don’t say this to take a position either way. I’m not an expert.

but it does leave me standing confused between Musk’s claims about his importance in the space, and generally knowledgeable folks responding with audible giggles.

Although I also can't pass judgement on Teslas AI claims, I do believe that there is a reason to be concerned about shareholder majority control of Tesla.

There is no doubt in my mind that EM only wants the shares for control, not for money. (He has more access to that then is possible to spend on himself).

The question I think is if a single company should have so much capability, capacity and control at all.
Or a single man for that matter.

Hence my prediction that EM will diversify and segregate his future developments into various privately held companies from now on to avoid loosing control. And those he does IPO, like potentially Starlink, will only be done so that he doesn't loose control over the hardware/software that makes it work.

Him moving things to Texas is only the start of this change, and he'll use these court decisions to justify the moves he does to get what he wants. Why should he do something else?

This further highlights the power of being able to hold a mass public poll for every one of his contentious whims. A million votes is no small sample of public opinion with currently 87% saying yes to a move to Texas.

So although he's not faultless I can't take issue with his desire to remain in control and achieve his objectives. Even if they should also be questioned from time to time as well.

Overall, I think he has to many fronts to fight on at once, and is often confrontational even though maybe another path would give his opponents less oxygen, making his path easier.

 

[REM]

He threatened to take AI away from Tesla before this case was decided and asked for a greater share.

Threatened? Allow me to directly quote him:

“I am uncomfortable growing Tesla to be a leader in AI & robotics without having ~25% voting control. Enough to be influential, but not so much that I can't be overturned,” he wrote in a post on X, the social media site formerly known as Twitter.

You're not being a reasonable person here...

 

[cvalue13]

So although he's not faultless I can't take issue with his desire to remain in control and achieve his objectives. Even if they should also be questioned from time to time as well.

no disagreement here!

people may understandably mistake my comments as some belief of my own

instead, i intend to only describe the rules of the game

as though someone said, "it's no fair the Lions didn't win against the Chiefs last Sunday"

and I respond, "I'm a Lions fan, but unfortunately, to win you have to score more points during time of play."


and the reality is, here, the tension you are describing is between Musk and Tesla and "control," is - at the end of the day - essentially describing a reason Musk doesn't like that Tesla is a public company.

There are a LOT of benefits to being a public company. Despite that, there are downsides and rules to play in that sport. Those downsides and rules are what people have to balance when they decide whether to take the benefit of the upsides of being a public company.


With respect to Musk and public companies, Twitter, Tesla, etc., have a long history of demonstrating the following (overslimplified and cartoonish) reality:

Musk does everything he can to take advantage of the upsides of being a public company, while simultaneously attempting to skirt and avoid the attendant downsides/rules of being a public company. When that tightrope walking gets wabbly, he complains.

The funny part is, when he complains about injustice his devotees take it on face value, and believe that Musk is complaining about a legitimate moreal/ethical wrong done to him.

He's smarter than that. He knows what game he's playing, and what tightropes he's walking - and the complaining he does is either:

(1) just more of the same theater towards his plan/goal, OR

(2) a person deeply confused about what tightrope he's chosen to walk

I give Musk the benefit of the doubt, and choose (1).

Either way, you get what we have here on this thread!

People who clearly have near zero agility with even the surface level "rules" of corporate strategy and compliance, much less the deeper strategies and issues at play.

It's cute they think public companies are democracies.

just like actual governments, public companies are run by tight nit groups of individuals who are either good or bad at playing the game towards their goals.

the way Tesla went about its both deep and surface level strategy to get musk this comp package? it turned out just how one might expect it to, if devised and vetted by eg a divorce lawyer.

 

[JBee]

-"Musk didn't do his due diligence before signing a deal."
This is a ludicrous assertion.

-"The "receipts" he came up with were... at best laughable."
literally anyone on the twitter platform at this time could take a random sample and see that the platform was absolutely littered to the brim with bots. Anyone who denies this is not a reasonable person, and nothing I can say here will be enough to convince otherwise.

High level software devs in Twitter came forward during this ordeal and outright said that the number of bots reported by the Twitter board was verifiably false. Do you think they were lying?

I think some of you guys have selective dementia on what really happened in this case:

• Elon put in an offer buy Twitter.
• Twitter rejected it.
• Shareholders put the heat on the board to make the deal.
• Elon told them to fix the price because of the insane discrepancy on number of bots.
• Twitter sued.
• Whistleblowers came forward.
• The court refused to hear the evidence.
• Twitter refused the offer again and sued him in court again to force the deal through.

These are the material facts in the Twitter vs Elon saga.

Although I don't contest your description of how it went down, I do sometimes wonder if approaching twitter with a formal offer at all was a good idea.

I get that buying twitter was more than just buying a user base, it was also to reveal the corrupted core, and to remove a potential competitor to his all in one app.

But I still wonder what else could of been done different or better for $44b if you started from scratch. If the bot issue had been part of the original offer, only half of the money would of been necessary and would of put X in a better position to move to the next phase.

But hey, anyone still talking about all the people he sacked and how it will fail because of that? ?

 

[JBee]

no disagreement here!

people may understandably mistake my comments as some belief of my own

instead, i intend to only describe the rules of the game

as though someone said, "it's no fair the Lions didn't win against the Chiefs last Sunday"

and I respond, "I'm a Lions fan, but unfortunately, to win you have to score more points during time of play."


and the reality is, here, the tension you are describing is between Musk and Tesla and "control," is - at the end of the day - essentially describing a reason Musk doesn't like that Tesla is a public company.

There are a LOT of benefits to being a public company. Despite that, there are downsides and rules to play in that sport. Those downsides and rules are what people have to balance when they decide whether to take the benefit of the upsides of being a public company.


With respect to Musk and public companies, Twitter, Tesla, etc., have a long history of demonstrating the following (overslimplified and cartoonish) reality:

Musk does everything he can to take advantage of the upsides of being a public company, while simultaneously attempting to skirt and avoid the attendant downsides/rules of being a public company. When that tightrope walking gets wabbly, he complains.

The funny part is, when he complains about injustice his devotees take it on face value, and believe that Musk is complaining about a legitimate moreal/ethical wrong done to him.

He's smarter than that. He knows what game he's playing, and what tightropes he's walking - and the complaining he does is either:

(1) just more of the same theater towards his plan/goal, OR

(2) a person deeply confused about what tightrope he's chosen to walk

I give Musk the benefit of the doubt, and choose (1).

Either way, you get what we have here on this thread!

People who clearly have near zero agility with even the surface level "rules" of corporate strategy and compliance, much less the deeper strategies and issues at play.

It's cute they think public companies are democracies.

just like actual governments, public companies are run by tight nit groups of individuals who are either good or bad at playing the game towards their goals.

the way Tesla went about its both deep and surface level strategy to get musk this comp package? it turned out just how one might expect it to, if devised and vetted by eg a divorce lawyer.

I suppose this comes back to a trust vs competency problem.

Did that particular divorce lawyer just draft the compensation package, or defend it in this recent hearing as well?

I expect at the time he used whatever "tool" was in his shed at the time? I believe since he's adopted a "hardcore legal team"? I suppose the old adage "you get what you pay for" holds true here as well.

Although, the rules are meant to be clear, often the umpire can be persuaded to look the other way by a superstar player. I expect many cases are won by those who are in the know, but not always in the right. That's not necessarily a slight on the rule of law, as much as pointing out it's obvious there's a deep pool of ignorance on how things work, and expecting justice without due process is just a pipe dream.

 

[CyberTruckeeTheOne]

It is going to be a hard life for Elon henceforth.

 

[cvalue13]

It seems like trash that one guy who who had barely anything invested in the company can overturn a package approved by most shareholders.

you've only just described exactly how this works for every corporation in America

this is literally every shareholder lawsuit that makes it to court


and it's that way for a reason

which, back to my substantive point, is so widely known and recognized that it's exactly why a prudent and functioning board would never go about this in the way Tesla's board did

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