I think the Chancellor is getting at an important issue with simple yes/no voting as a remedy for this kind of issue.
If, in 2018, Tesla had appointed a Special Committee on compensation which negotiated with Musk in an arms-length way they might have extracted a better deal. This deal would dilute minority shareholders less than the current 2018 deal while still retaining Musk as an executive.
Unfortunately because the original negotiation was not done correctly the only options for shareholders now are "ratify the original deal" or "lose Musk as an executive". It's pretty clear to the shareholders that Musk deserves _some_ compensation, and that he's likely to torpedo Tesla if he doesn't get it. But there's no mechanism to remedy the original defect in the compensation plan, which is that the Board didn't actually negotiate on behalf of minority shareholders in good faith.
If the Tesla board was trying to be compliant and respect the rights of minority shareholders they would craft a new, MFW-compliant compensation package to retain Musk. Maybe that would look exactly like the old package, but the mechanism of negotiating the package matters. It also has tax implications for Musk to recieve a new grant versus the old grant being ratified, but honestly that's his fault for not running the company properly in the first place.
The truly staggering thing about this "deal", IMHO, is that people were crazy enough to vote for it. Sure, you can argue a CEO deserves to be compensated for his work, but there has to be a limit on publicly owned companies. Various people have talked about the magnitude of the proposed payout, what's usually overlooked is that the figure was about 10% of Tesla's market cap. Effectively, Musk was trying to instigate a 10% tax on everybody's ownership of the company. Not 10% of profits, not even 10% of revenue, but 10% of everything including illiquid assets. That's just for one year's compensation, presumably he also expected similar going forward too.
I cannot understand why any shareholder would vote for this devaluation of an asset. Not only did I vote against it, as soon as the vote passed and it'd somehow got a majority, I sold off all my directly owned shares. Sadly, I also own a lot indirectly through ETFs by virtue of TSLA being in S&P 500.
> I cannot understand why any shareholder would vote for this devaluation of an asset
A lot of people made a ton of money on TSLA, and they think it is largely due to Elon. Not because of his engineering prowess or whatever, but just because it became a memestock with his help.
> Sadly, I also own a lot indirectly through ETFs by virtue of TSLA being in S&P 500.
this bit strikes me as a mistake. I did the calculations recently for this, actually, and even if you assumed that TSLA went to zero (which it won't; it's overvalued but its value isn't zero) the loss on S&P would be extremely small (don't remember actual numbers, but the calculation is easy to reproduce).
Sure, TSLA is 1.39% of the ETF I invest in. On the one hand, that's a low percentage, but on the other hand because I've investing in an S&P ETF for so long, it's significantly more than I'd like for a company run by a CEO I don't trust!
Oh, and just to be clear, I'm not considering the case of TSLA going to 0. Arguably TSLA dropping by 10% isn't significant in the grand scheme of things as it regularly fluctuates by that much in a day anyway, but I'd still rather have less exposure to that than more.
> I cannot understand why any shareholder would vote for this devaluation of an asset.
This is why we have a kind government, whose most eminent and enlightened courts of justice would step in and save people from their own bad decisions. After all, even the TSLA shareholders are still human beings and should enjoy the protection of the law, just like any other more valuable citizens would.
I have a lot of respect for great lawyers/judges. While they're saying what is essentially gibberish to me, and they're asking "open' questions, that build on the responses, all along they're slowly backing their opponent further and further into a trap until a dramatic finish when all is revealed.
Example here
The Chancellor interrupted to ask whether he could cite any case that permitted common law ratification of “an adjudicated breach of the duty of loyalty.” Ross danced around the question, insisting that Defendants were not arguing that the vote changed the Court’s adjudication “with respect to conduct.” Blah blah blah, skip a bit...
“So,” asked the Chancellor, “this has never been done before?” After a bit more rhetorical contortion, Ross finally admitted that, “Yes,” this has never been done before.
Thus, with these questions, the Chancellor established that for her to rule in Defendants’ favor, her Court of Chancery, which is subordinate to the Delaware Supreme Court, would be placed in the position of establishing a completely new legal doctrine.
It's like a brilliant magic trick, if you can follow along.
I think it's clear that this was not at all an "arm's length negotiation" with an independent Special Committee but, at the same time, it's not clear that any harm was done to Tesla shareholders.
Tesla traded up on the news that the pay package was re-approved by shareholders and the similar voting outcome (72% vs 73% originally) in light of all of this information seems to indicate that the shareholders genuinely want this to go through.
Tesla traded up because there was a risk that Elon would have a hissy fit if the vote failed, and he would single-handedly destroy the company. The fact that the risk of Elon rage-quitting was priced in demonstrates why the vote wasn't an appropriate solution in the first place, the minority shareholders are coerced to "take it or leave it" in a way that corporate law is meant to avoid.
It's really unfortunate the discursion the article took into ripping into Musk at a personal level- it changed the tenor from professional and thoughtful into a partisan attack.
Its unfortunate at a larger level that the commentariat can't help but injecting their bias directly into things like this, when the facts of the story can tell you everything you need to know about the motivations of the people involved. Those facts are /weakened/ sitting alongside vituperative editorializing.
Honestly, I feel better if an author makes their personal biases known rather than try to conceal them beneath a facially impartial analysis. It naturally invites more scrutiny on the claims being made, but IMO it’s more intellectually honest to invite that scrutiny explicitly. Those with an axe to grind about any given topic who are reasonably rhetorically capable could write an ostensibly nonpartisan account which nonetheless leads readers to the authors preferred conclusion.
Maybe it's my time on staff at a college newspaper in the early 90s. Neutral voice reporting was drilled into us pretty mercilessly.
When it is a pretty straightforward recounting of an event, just give me the facts please.
Its his own site, so understandably the editorial voice is his to do what as he wills, but again, in the end I believe it undermines his own credibility with his readership, or at least sprinkle more of the opinionated voice at the beginning so I can read it in that mindset, rather than having to recast my view on the reporting post hoc.
Yeah, I suppose I went in primed for a more opinionated style just because of the fact that I was reading an unknown author’s Substack rather than something that purported to be news. I definitely take your point about moving the partisan comments up front.
Well, when Elon Musk doxes you so he can personally call your boss threatening to sue you and embroil your boss in litigation unless you immediately cease posting articles unrelated to your job pseudonymously [1][2] it makes sense you might look unfavorably on his legal tactics.
Optionally. "Like many terms that start with a non-silent h but have emphasis on their second syllable, some people precede historic with an, others with a."
No. An is used before vowel sounds, not just vowels. Ive had this corrected many times by brits. Imho, british education is much more focused on speaking english than writing it, which changes the emphasis of some rules. But it sounds strange when speaking in a non-brit accent. "An istoric" v "An historic".
Historic begins with a hard h consonant sound. The h isn't silent. "A historic" is correct.
With that said, I don't personally have a problem with "an historic." I recognize it as a convention adopted by people whose dialect favors the silent h historic.
The difference in accent in relation to the written word between the old and new world is tied to the geographic and religious histories of the two cultures. North American english strives to mirror spoken and written language, whereas the older cultures in the UK see little problem with such differences.
It is honestly ridiculous that the judge thinks she knows better than the shareholders.
The original plan had some procedural defects, great. Levy a fine. But don't infringe shareholder rights to determine compensation, and certainly don't award billions to the guy with 9 shares.
All the reasons listed why Elon shouldn't be paid according to a contract he had before hand, that got re-ratified by shareholders, amount to "the Law should work different for people we don't like", no?
There are plenty of situations where majority approval shouldn't be accepted. Matt Levine talks about one a lot, where a company in bankruptcy agrees to honor the claims of 51% of its creditors and blow off the others.
> “So,” asked the Chancellor, “this has never been done before?” After a bit more rhetorical contortion, Ross finally admitted that, “Yes,” this has never been done before.
So no, it’s more like “we don’t make up new law to give people you like whatever they want”.
If, in 2018, Tesla had appointed a Special Committee on compensation which negotiated with Musk in an arms-length way they might have extracted a better deal. This deal would dilute minority shareholders less than the current 2018 deal while still retaining Musk as an executive.
Unfortunately because the original negotiation was not done correctly the only options for shareholders now are "ratify the original deal" or "lose Musk as an executive". It's pretty clear to the shareholders that Musk deserves _some_ compensation, and that he's likely to torpedo Tesla if he doesn't get it. But there's no mechanism to remedy the original defect in the compensation plan, which is that the Board didn't actually negotiate on behalf of minority shareholders in good faith.
If the Tesla board was trying to be compliant and respect the rights of minority shareholders they would craft a new, MFW-compliant compensation package to retain Musk. Maybe that would look exactly like the old package, but the mechanism of negotiating the package matters. It also has tax implications for Musk to recieve a new grant versus the old grant being ratified, but honestly that's his fault for not running the company properly in the first place.