The fierce push to give Tesla CEO Elon Musk a pay package now worth $100 billion was halted by a judge this week.
On 101 pages OpinionDelaware Court Registrar Kathaleen McCormick declined to reverse an earlier decision to cut Musk’s salary. In essence, the arguments put forward by Tesla’s defense and some of its board members were “creative” but missed the mark, she wrote. McCormick had previously cut Musk’s salary in an earlier ruling, and after Tesla lost in the lawsuit, Tesla held a new shareholder vote on pay in June 2024 to pay Musk what the Tesla board rightfully owed him . Tesla Chief Executive Robyn Denholm told shareholders that the board was behind the compensation package and called on investors to reauthorize Musk’s salary to reverse the court’s decision, which shareholders voted to do in a vote that received a 72% majority in June 2024, did so overwhelmingly.
Tesla told investors that the vote, which it called a “ratification of the common law,” could resolve allegations that the board breached its fiduciary duty in awarding the pay plan. “When properly implemented, common law ratification extends back to validating the challenged law from its original enactment,” Tesla said wrote to the shareholders.
The court firmly rejected this approach.
“There are at least four serious deficiencies,” McCormick wrote in her decision. “The large and talented group of defense firms got creative with the ratification argument, but their unprecedented theories contradict multiple strands of existing law.” (McCormick wrote in her decision that on the day Tesla filed its proxy statement in April and shareholders asked to confirm Musk’s salary, “hired counsel” by adding five additional law firms to the list of attorneys representing the defendants in the salary lawsuit.)
In one post On X, Tesla wrote that the court was wrong and planned to appeal the decision.
“If this ruling is not overturned, it will mean that judges and plaintiffs’ attorneys will be running Delaware companies and not their rightful owners – shareholders.”
What exactly led McCormick to her decision? Here are the “four fatal flaws” she outlined:
Fatal Mistake #1: Tesla did not have the procedural grounds to reverse the court’s decision
First, Tesla made the argument in its April proxy statement that a shareholder approval vote was a “potent elixir” that could cure wrongdoing, McCormick wrote. However, according to the statement, Tesla had no reason to overturn the outcome of a court decision based on evidence it produced after the trial. Tesla’s lawyers later backed away from that stance during oral arguments in court, dropping the more aggressive language and instead attempting to “modify the appeal” without challenging the court’s findings. Still, McCormick wrote, the lawyers demanded that “judgment be entered for the defendants on all counts,” which would have been tantamount to overturning the court’s ruling in Tesla’s favor.
“Thus, the ‘only remedy’ that the defendants sought at the time of the hearing was to change the remedy of annulment and to reverse the entire outcome of the case in the defendant’s favor,” the judge wrote, underlining her point jokingly: “ That’s all.”
Fatal mistake #2: timing. Common law ratification cannot be increased after an opinion after the trial
Second, Tesla raised the defense of common law ratification after The opinion revoking his pay package came after trial — a full six years after the lawsuit was filed, a year and a half after trial and five months after the court’s opinion, McCormick wrote. No court has ever allowed shareholder approval in a single approval after the facts have been clarified Exception for the past 70 years, McCormick wrote.
“Wherever the outer limit of harmless delay lies, the defendants have exceeded it,” she wrote. “The court declines to exercise its discretion to allow defendants to raise the defense of shareholder approval at this late date.”
Fatal Mistake #3: Tesla’s approach did not adhere to the established legal framework
The third and perhaps most serious error that McCormick outlined had to do with the legal framework on which Tesla relied. She wrote that the shareholder vote alone was not enough to approve a “conflict controller transaction,” as Musk’s contribution was described in McCormick’s previous statement revoking his salary. “Transactions in conflict with controllers pose numerous risks for minority shareholders,” she wrote. And in this case in particular, there is what is known as “tunnel risk,” where someone in control of a company may try to move forward through related party transactions.
Because of the significant risk, the court applies a more stringent standard of review, requiring specific steps to be taken, such as, but not limited to, an independent review by a special committee and an informed vote by shareholders. Tesla’s approach did not adhere to the specified framework.
“Defendants’ failure to adhere to the framework for securing shareholder ratification in a controller conflict provides an independent basis for rejecting the ratification argument,” it concluded.
Fatal Error #4: Multiple material misstatements
Finally, the April proxy statement asking shareholders to confirm Musk’s salary after the court struck it down was “materially misleading,” McCormick wrote. She noted, “There are many ways the proxy statement distorts the truth,” but one glaring flaw was that much of what Tesla told shareholders in that proxy statement was either inaccurate or outright misleading.
Each of the four serious errors in the ratification argument was enough to defeat the request to revise the decision, McCormick wrote.
“Together, they pack a powerful punch.”
Tesla did not immediately respond to a request for comment.