Judge McCormick found that the approval process was fundamentally flawed due to Musk's position as a controlling shareholder, which compromised the board's independence and created potential conflicts of interest.
The attorneys were awarded $345 million, significantly less than the $5.6 billion they initially requested.
Tornetta alleged that Musk exerted undue influence over Tesla's board during the creation of the compensation package, and that shareholders received misleading information before its approval.
The board put the compensation package to another shareholder vote in June 2024, which received 72% approval, but Judge McCormick did not reverse her decision.
The legal team logged 19,499.95 hours, conducting extensive investigations, document discovery, and 17 depositions.
The final award represented a 25.3 multiplier of the hours worked by the legal team.
The package included 12 performance milestones, starting with Tesla's market capitalization reaching $100 billion and increasing by $50 billion increments, culminating in a $650 billion target for full vesting.
Musk stated on X that shareholders should control company votes, not judges, expressing dissatisfaction with the court's decision.
Tesla announced plans to appeal the decision to the Delaware Supreme Court, aiming to challenge the ruling's implications for Delaware corporate law.
The ruling sets new standards for executive compensation and legal fees in high-stakes litigation, emphasizing the importance of board independence and procedural fairness in corporate governance.
The Tesla compensation case reached a decisive moment as Judge Kathaleen McCormick rejected Elon Musk's $56 billion package for the second time while awarding the victorious attorneys $345 million in fees. The case, originating from Richard Tornetta's 2018 lawsuit, challenged the compensation structure's approval process and board independence, culminating in a ruling that found fundamental flaws in Tesla's governance procedures. Key developments include the failed June 2024 shareholder revote, attorney work spanning 19,499.95 hours, and Tesla's planned Supreme Court appeal.
The ruling's impact extends beyond Tesla, establishing precedents for executive compensation and corporate governance. Judge McCormick's decision addresses both the compensation structure and attorney fees, with the legal team receiving a 25.3x multiplier on their hours despite requesting $5.6 billion. Musk responded through X, stating "shareholders should control company votes, not judges," while Tesla plans to challenge the ruling's implications for Delaware corporate law. The case highlights ongoing tensions between executive incentives, board independence, and shareholder interests, setting new standards for corporate governance and legal compensation in high-stakes litigation.