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

[TheLastStarfighter]

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

I understand that. The suits usually get tossed. Regardless of whether the board was prudent, a plaintiff with a tiny share claiming no damages overturning a decision the vast majority of shareholders were fine with seems unethical to me. And I am curious who backed him. There were reports the California Teachers Union was unhappy with the compensation.

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[BannedByTMC]

I am uncomfortable growing Tesla to be a leader in AI & robotics without having ~25% voting control.

Translation: If I don't get more control I'm threatening to stop developing AI and robotics at Tesla.

Yes, that's a threat, and yes I'm being very reasonable.

 

[Deleted member 17810]

I understand that. The suits usually get tossed. Regardless of whether the board was prudent, a plaintiff with a tiny share claiming no damages overturning a decision the vast majority of shareholders were fine with seems unethical to me. And I am curious who backed him. There were reports the California Teachers Union was unhappy with the compensation.

Tesla shareholders are due to vote on Wednesday, and the company needs majority approval for the proposal to go through.
California State Teachers' Retirement System (CalSTRS), one of the nation's largest public pension plans, is the 59th largest investor in the car maker, with a 0.13 percent stake.
"Given the size of the award, we believe the potential dilution to shareholders is just too great. In addition, we have concerns about the lack of focus on profitability for the company, and the one profitability metric that is used excludes the cost of stock-based compensation," CalSTRS's Director of Corporate Governance, Anne Sheehan, said.

https://www.reuters.com/article/uk-tesla-ceo-idUKKBN1GX0C7/

 

[cvalue13]

a plaintiff with a tiny share claiming no damages overturning a decision the vast majority of shareholders were fine with seems unethical to me.

i don't understand the glitch here

the basis of the claim is exactly whether the shareholders were properly informed of the relevant facts and the nature of the legitimacy of the vote


so, the glitch i dont understand, is why people keep saying "but the shareholders voted"

it's like yall are asking questions that have been thought about and answered by corporate law for over a 100 years

meanwhile butd relatedly, a named lead plaintiff's share is completely irrelevant to how or why the law works the way it does

 

[REM]

Translation: If I don't get more control I'm threatening to stop developing AI and robotics at Tesla.

Yes, that's a threat, and yes I'm being very reasonable.

I like the part where you quoted only half of what someone said, then "translated" it.

Do you work as a "journalist" by chance?

 

[BannedByTMC]

I like the part where you quoted only half of what someone said, then "translated" it.

Do you work as a "journalist" by chance?

Do you work hard to misunderstand things? What do you think Elon means when he says he's uncomfortable growing AI and robotics at Tesla? Do you read that as if he doesn't get more control he'll just continue to do exactly what he's doing now? Because that's a very odd read.

Also, regarding partial quotes, Elon also said this:
"Unless that is the case, I would prefer to build products outside of Tesla,"

Still want to pretend that's not a threat?

 

[REM]

Still want to pretend that's not a threat?

"Did you put your name in the goblet of fire?" Dumbledore said, threatening Harry.

 

[REM]

It's more like you were told that you sandbagged your boss about what you were doing, and they found out that your 'stretch goals' were actually just doing what you were doing slacking off.

Slacking off? Seriously?

This hardly computes considering multitudes of people were laughing at his compensation package because it was so insanely lofty that most didn't think it was remotely possible to reach it.

 

[Crissa]

Slacking off? Seriously?

This hardly computes considering multitudes of people were laughing at his compensation package because it was so insanely lofty that most didn't think it was remotely possible to reach it.

...Except all the banks who had full access to Tesla's financials thought it was a sure bet.

That's what made Tesla lose this court case. Not politics.

-Crissa

 

[REM]

...Except all the banks who had full access to Tesla's financials thought it was a sure bet.

That's what made Tesla lose this court case. Not politics.

-Crissa

All of the banks? And they have access to financial records that other shareholders do not? This doesn't make sense.

And this also that means a single judge can invalidate something that an overwhelming majority of stakeholders voted for? Sounds like it's par for the course in modern American politics. "F*** what you voted for, I make the rules here"

 

[Crissa]

All of the banks? And they have access to financial records that other shareholders do not? This doesn't make sense.

And this also that means a single judge can invalidate something that an overwhelming majority of stakeholders voted for? Sounds like it's par for the course in modern American politics. "F*** what you voted for, I make the rules here"

Yes, all the banks Tesla had loans/accounts with had more access than outside investors. That's normal.

That undermined their case that they'd informed the shareholders properly.

-Crissa

 

[Deleted member 17810]

All of the banks? And they have access to financial records that other shareholders do not? This doesn't make sense.

And this also that means a single judge can invalidate something that an overwhelming majority of stakeholders voted for? Sounds like it's par for the course in modern American politics. "F*** what you voted for, I make the rules here"

Page 185

https://courts.delaware.gov/Opinions/Download.aspx?id=359340

The Ambitious Milestones Defendants argue that the Grant price was fair because its milestones were ambitious and difficult to achieve. The defense witnesses all testified in harmony that the milestones were “audacious” and “extraordinarily ambitious.”877

Defendants concede that three operational milestones aligned with internal projections but note that the Company routinely missed projections.878

It is hard to square Defendants’ coordinated trial testimony concerning Tesla’s internal projections with the contemporaneous evidence.879 The Board deemed some of the milestones 70% likely to be achieved soon after the Grant was approved.880 This assessment was made under a conservative accounting metric, but there are other indications that Tesla viewed its projections as reliable. They were developed in the ordinary course, approved by Musk and the Board, regularly updated, shared with investment banks and ratings agencies, and used by the Board to run Tesla.881 Several Tesla executives affirmed their quality, accuracy, and reliability.882 Plus, Tesla hit the first three milestones, consistent with its projections, by September 30, 2020. 883

 

[TheLastStarfighter]

i don't understand the glitch here

the basis of the claim is exactly whether the shareholders were properly informed of the relevant facts and the nature of the legitimacy of the vote


so, the glitch i dont understand, is why people keep saying "but the shareholders voted"

it's like yall are asking questions that have been thought about and answered by corporate law for over a 100 years

meanwhile butd relatedly, a named lead plaintiff's share is completely irrelevant to how or why the law works the way it does

The glitch is your failure of comprehension. I have never said I think the decision was bad or that the law hasn’t been enforced. I’m just saying the ethics of the process seems flawed to me. From that angle, yes one teeny tiny shareholder overturning a decision the vast majority were ok with is relevant.

 

[BannedByTMC]

The glitch is your failure of comprehension. I have never said I think the decision was bad or that the law hasn’t been enforced. I’m just saying the ethics of the process seems flawed to me. From that angle, yes one teeny tiny shareholder overturning a decision the vast majority were ok with is relevant.

It's more like one shareholder revealing that the vast majority of shareholders were mislead.

 

[Crissa]

The glitch is your failure of comprehension. I have never said I think the decision was bad or that the law hasn’t been enforced. I’m just saying the ethics of the process seems flawed to me. From that angle, yes one teeny tiny shareholder overturning a decision the vast majority were ok with is relevant.

Yeah, that's my biggest problem with the case. Shareholder class-actions are real problem of hindsight and minority-veto politics, rather than real rules to follow.

Other problems are like this case values 'profit' over goals, and I also don't find that to be valid. If shareholders or the board votes for goals which aren't profit-aligned, they should be allowed to do so.

-Crissa

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