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cover of episode Musk's $56B Payday Goes Poof: Judge Slaps Down Tesla CEO While Lawyers Get $345M Consolation Prize

Musk's $56B Payday Goes Poof: Judge Slaps Down Tesla CEO While Lawyers Get $345M Consolation Prize

2024/12/5
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Elon Musk Podcast

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知名游戏《文明VII》的开场动画预告片旁白。
法院法官Kathleen McCormick
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法院法官Kathleen McCormick:特斯拉CEO马斯克560亿美元的薪酬方案存在程序缺陷,马斯克作为控股股东,其地位造成了潜在的利益冲突,损害了董事会的独立性。尽管6月份股东投票以72%的比例批准了该薪酬方案,但法院认为特拉华州法院从未根据审判后的股东投票推翻其判决。最终,法院驳回了马斯克的薪酬方案,并同时裁决获胜律师获得3.45亿美元的律师费,认为虽然原告律师的论点合理,但授予56亿美元的律师费将构成不合理的意外之财。 旁白:此案源于2018年特斯拉股东Richard Tornetta对马斯克薪酬协议的诉讼,Tornetta的诉讼指控马斯克在制定薪酬方案时对特斯拉董事会施加了不当影响,并且股东在批准该计划之前收到了误导性信息。薪酬方案的最初结构反映了特斯拉雄心勃勃的增长目标,需要特斯拉市值达到6500亿美元马斯克才能完全获得奖励。自该方案实施以来,特斯拉经历了成功和挑战,其市值已超过1万亿美元,但最近也面临电动汽车销量增长放缓和监管审查加强等逆风。法院的裁决为特斯拉未来如何制定马斯克的薪酬留下了空间,但必须遵循正确的程序并保持独立于马斯克的影响。此案可能会影响其他公司如何构建其高管薪酬方案以及处理董事会监督责任。 马斯克和特斯拉:股东应该控制公司投票,而不是法官。该裁决表明法官和原告律师管理特拉华州的公司,而不是他们合法的拥有者,即股东。

Deep Dive

Key Insights

Why did Judge McCormick reject Elon Musk's $56 billion Tesla compensation package?

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.

How much did the victorious attorneys receive in fees after challenging Musk's compensation package?

The attorneys were awarded $345 million, significantly less than the $5.6 billion they initially requested.

What was the key issue in Richard Tornetta's 2018 lawsuit against Tesla?

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.

How did Tesla's board attempt to salvage Musk's compensation package after the initial ruling?

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.

What was the total number of hours logged by the attorneys in the Tesla compensation case?

The legal team logged 19,499.95 hours, conducting extensive investigations, document discovery, and 17 depositions.

What multiplier was applied to the attorneys' hours to determine their fee award?

The final award represented a 25.3 multiplier of the hours worked by the legal team.

What were the performance milestones in Musk's original compensation package?

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.

How did Elon Musk respond to the ruling on his compensation package?

Musk stated on X that shareholders should control company votes, not judges, expressing dissatisfaction with the court's decision.

What are Tesla's plans following the ruling?

Tesla announced plans to appeal the decision to the Delaware Supreme Court, aiming to challenge the ruling's implications for Delaware corporate law.

What broader implications does Judge McCormick's ruling have for corporate governance?

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.

Chapters
Delaware Chancery Court Judge Kathleen McCormick rejected Elon Musk's massive Tesla compensation package for a second time. The ruling also addressed the attorneys' fees, awarding them $345 million instead of the requested $5.6 billion. This decision follows a 2018 lawsuit challenging the compensation structure's approval process and board independence.
  • Judge Kathleen McCormick rejected Elon Musk's $56 billion Tesla compensation package.
  • Attorneys awarded $345 million in fees (instead of the requested $5.6 billion).
  • The ruling cites flaws in the approval process and questions board independence.

Shownotes Transcript

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.