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.
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.