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New York CNN —Despite overcoming a crisis in 2023, the pain isn’t over for America’s regional banks. Shares of New York Community Bank have tumbled 71%, Bank OZK shares have slid 16% and Webster Financial shares have lost 11%. Regional banks reported wide losses on their profits during the first quarter. PNC projects that its net interest income will fall between 4% to 5% in 2024 from last year. “I’m worried about a handful of [regional banks],” Bair told CNBC on Tuesday.
Persons: that’s, Jerome Powell, , ” Powell, Sheila Bair, “ I’m, ” Bair, ” Tesla, Tesla, Elon Musk, Chris Isidore, Musk, Chancellor Kathaleen McCormick, Read, Samantha Delouya, , Maximilian Kotz, Leonie Wenz, Noah Diffenbaugh Organizations: CNN Business, Bell, New York CNN, Regional Banking, New York Community Bank, Bank OZK, Webster Financial, PNC Financial, T Bank, US Bancorp, Citizens, PNC, Valley Bank, Signature Bank, First Republic Bank, Federal Reserve, Wilson Center, Federal Deposit Insurance Corporation, CNBC, Tesla, Securities and Exchange Commission, United Nations, Potsdam, Climate, CNN, Stanford University Locations: New York, Delaware, ” Delaware
Tesla said Wednesday it will ask shareholders to reinstate CEO Elon Musk's $56 billion pay package, which a Delaware judge voided earlier this year after ruling that the record-setting compensation deal was "deeply flawed." Tesla said the court decision created a "fundamental problem for the company." Tesla has not hired Innisfree since 2018, when it first asked shareholders to vote on Musk's pay package. Musk's pay package was invalidated after a shareholder won a lawsuit against the company earlier this year. The company also noted that "dozens of institutional stockholders" have told Tesla that they disagree with the Tornetta decision.
Persons: Elon Musk, Lola, Tesla, Elon Musk's, Musk, Innisfree, Musk's, Chancellor Kathaleen McCormick, Richard Tornetta, McCormick Organizations: Regency Bruin Theatre, Twitter, Board, Delaware Court Locations: Los Angeles , California, U.S, Delaware, Texas
Tesla CEO Elon Musk sent an internal email on Wednesday, telling staffers that the company sent out some severance packages that were too low to a number of laid-off workers this week. "As we reorganize Tesla it has come to my attention that some severance packages are incorrectly low," Musk wrote in the brief email. His earlier CEO pay plan, worth $56 billion, was voided in a ruling by Delaware chancery court judge Kathaleen McCormick, who decided that, as CEO, Musk controlled Tesla, and the board's compensation committee wasn't independent, among other factors. Tesla shares have dropped about 37% this year as of Wednesday, closing at $155.45. WATCH: This is a 'fork in the road' period for Musk and Tesla
Persons: Elon Musk, Porte, Musk, Tesla, Kathaleen McCormick Organizations: Twitter, Viva Technology, Porte de, Reuters Locations: Paris, France, Delaware
That blank-check company last month completed a merger to take Trump Media & Technology Group Corp. public, allowing it to trade on the Nasdaq. Those co-founders have sued Trump Media in Delaware Chancery Court over their stake in the company. Trump Media did not immediately respond to CNBC's requests for comment on the lawsuit. Trump Media in an April 1 regulatory filing reported that ARC II owns 6.9%, or about 9.5 million shares, of the post-merger company. To access the account, which "stores the lifeblood" of both investment firms, Swider allegedly enlisted Cano, Orlando's former assistant.
Persons: Donald Trump, Stefani Reynolds, Donald Trump's, Eric Swider, Patrick Orlando, Swider, Orlando, Alexander Cano, DWAC's, he's, Cano, Orlando's, Brendan Mcdermid Organizations: AFP, Getty Images Investment, Benessere Investment Group, ARC Global Investments, Digital, Swider, Trump Media & Technology Group Corp, Nasdaq, Trump, DWAC, Securities and Exchange Commission, Trump Media, Wired, Orlando, collude, ARC II, ARC, Benessere, Truth Social, Trump Media & Technology Group Locations: Washington ,, South Florida, Orlando, Florida, Delaware Chancery, New York City, U.S
The media company that Donald Trump recently took public is suing its co-founders, accusing them of failing "spectacularly" to get the company off the ground and then trying to "thwart the deal." In February, Moss and Litinsky sued Trump Media in Delaware Chancery Court over their stake in the company. They made "wasteful decisions" that caused "significant damage" to Trump Media and a decline in DWAC's stock price, the company claims. Trump Media calls the claim that UAV is owed stock "baseless," and says the services agreement Trump signed with UAV in 2021 is no longer valid. Lawyers for Trump Media did not immediately respond to CNBC's request for comment on the lawsuit.
Persons: Donald Trump, Wesley Moss, Andrew Litinsky, Trump, Moss, Litinsky, Patrick Orlando, Eric Trump Organizations: Trump Media & Technology Group, United Atlantic Ventures, Trump, Trump Media, Corp, Nasdaq, Orlando's, Securities and Exchange Commission, Bloomberg, Lawyers Locations: Sarasota County , Florida, Delaware Chancery, Florida
New York CNN —A group of former Twitter executives sued Elon Musk on Monday in a bid to recover more than $128 million in severance that they allege Musk has not paid since he acquired the company, now called X, more than a year ago. The executives include former Twitter CEO Parag Agrawal, former CFO Ned Segal, former Chief Legal Officer Vijaya Gadde and former General Counsel Sean Edgett — all of whom were fired within hours after Musk took control of Twitter. Monday’s lawsuit is just the latest legal action brought by former Twitter employees related to Musk’s acquisition. The company has also been accused of failing to pay annual bonuses to employees laid off after Musk’s takeover. Musk and X have also faced lawsuits from vendors, landlords and business partners who claim the company has failed to pay what they are owed.
Persons: Elon Musk, Musk, Parag Agrawal, Ned Segal, Vijaya Gadde, Sean Edgett —, , , Agrawal, Gadde, Segal Organizations: New, New York CNN, Twitter, Court, Northern, Northern District of Locations: New York, Northern District, Northern District of California, Delaware
The lawyers had earlier convinced the Delaware chancery court to revoke Musk's $56 billion pay package from 2018, with the judge ruling that Tesla's board of directors failed to prove it was fair to shareholders. The lawyers represent former heavy metal drummer Richard Tornetta, who filed the suit on behalf of his fellow Tesla investors. The lawyers are asking for just over 11% of the Tesla shares that would have gone to Musk, or slightly more than 29.4 million shares. Taking their pay in Tesla shares demonstrates they are prepared to "eat our cooking," the lawyers wrote. Musk's pay package was the largest ever disclosed in corporate America, according to Delaware Chancery Court Judge Kathaleen McCormick's 200-page ruling.
Persons: Elon Musk, BARTOSZ SIEDLIK, Elon, paydays, Richard Tornetta, Greg Varallo, Bernstein Litowitz Berger, Grossmann ., Tesla, Kathaleen McCormick's, Musk Organizations: European Jewish Association, Getty Images, Enron, Musk's, Tesla, Grossmann, Musk Locations: Krakow, AFP, Delaware, New York, America, Texas
Lawsuits Threaten to Delay Trump Media’s Merger
  + stars: | 2024-03-01 | by ( Matthew Goldstein | ) www.nytimes.com   time to read: +1 min
A rash of lawsuits are threatening to stall a shareholder vote on the long-delayed merger of former President Donald J. Trump’s social media company and a cash-rich shell company. Two early founders of Trump Media & Technology Group have filed suit to preserve their ownership stake in the business, the parent company of the Truth Social online posting platform. The lawsuit, filed Wednesday under seal in Delaware Chancery Court by a partnership led by Wes Moss and Andy Litinsky, claims that Trump Media is trying to dilute its ownership stake in the company, of which Mr. Trump is a majority shareholder. The lawsuit seeks an expedited hearing in Delaware state court ahead of a March 22 vote by shareholders of Digital World Acquisition Corp. on its merger with Trump Media. Mr. Moss and Mr. Litinsky were contestants on Mr. Trump’s realty television show, “The Apprentice,” and went to him in January 2021 with the idea of creating a social media company.
Persons: Donald J, Wes Moss, Andy Litinsky, Trump, . Moss, Litinsky, Organizations: Trump Media & Technology Group, Trump Media, Digital, Trump’s realty Locations: Delaware Chancery, Delaware
Donald Trump (R) and producer Andy Litinsky (L) attend the Comedy Central Roast Of Donald Trump at the Hammerstein Ballroom on March 9, 2011 in New York City. The partnership, United Atlantic Ventures alleges that Trump Media & Technology Group engaged in "wrongful 11th hour ... maneuvering" to dilute UAV''s minority stake in the media company, a court filing says. Donald Trump attends the 'Celebrity Apprentice' Red Carpet Event at Trump Tower on January 5, 2015, in New York City. "They actually went out and did the work, they created Truth Social, and now the beneficiary of that, Donald Trump, doesn't want to pay." CNBC has requested comment from spokesmen for Trump, TMTG and DWAC about the lawsuit, which was first reported by The Washington Post.
Persons: Donald Trump, Andy Litinsky, Moss, Wes Moss, Trump, Jean Carroll, Christopher Clark, Clark, Donald J, TMTG, UAV's, TMTG's Organizations: Trump Media, Twitter, Facebook, United Atlantic Ventures, Trump Media & Technology Group, Trump Tower, Trump, Republican, TMTG, CNBC, The Washington Post, Securities and Exchange Commission, Department of Justice, SEC Locations: New York City, TMTG, Delaware, New York, partnership's Delaware
SpaceX has filed to change its incorporation location to Texas from Delaware, according to public filings with the Texas Secretary of State. Neuralink, another one of Musk's companies, has also begun moving its location of incorporation from Delaware to Nevada. He has also promised that Tesla will hold a shareholder vote to get approval to move the company's site of incorporation to Texas. "SpaceX has moved its state of incorporation from Delaware to Texas!" Musk is expected to file for appeal to the Delaware State Supreme Court regarding his pay package.
Persons: Elon Musk, Tesla, Musk, didn't, Elon Organizations: SpaceX, USSF, U.S . Space Force, Missile Defense Agency, Texas, State, Elon, Delaware, Court, Twitter Locations: Cape Canaveral , Florida, U.S, Texas, Delaware, Nevada
It remains to be seen what Tesla will do about Elon Musk's pay just a few weeks after a Delaware judge voided his $56 billion compensation package, the largest CEO pay package in public corporate history. But Musk has already made some big decisions, including a declaration of a war on the state of Delaware. "Never incorporate your company in the state of Delaware" Musk posted on X shortly after the decision. "Put simply, neither the Compensation Committee nor the Board acted in the best interests of the Company when negotiating Musk's compensation plan. But even as those figures have risen, Musk's compensation would be an "outlier among outliers," said Matteo Tonello, managing director at The Conference Board.
Persons: Elon Musk, Tesla, Elon Musk's, Musk, Chancellor Kathaleen McCormick, McCormick, Charles Elson, Todd Maron, Elson, Matteo Tonello Organizations: Elon, Twitter, Fortune, Weinberg, Corporate, Tesla, Company, The Conference Board Locations: Krakow, Poland, Delaware, Texas, Nevada
Ehrenpreis is also a close friend to Kimbal Musk, Elon’s brother, who is also a Tesla board member. In another instance, the judge emphasized the role of Tesla’s general counsel Todd Maron — who was previously Musk’s divorce lawyer — in advising Tesla’s board and compensation committee. Maron was “totally beholden to Musk,” McCormick wrote in her ruling last week, adding that Maron’s admiration for Musk “moved him to tears” during both his deposition and in trial testimony. Maron’s team prepared “an aggressive timeline for approving a compensation plan,” McCormick wrote in her more than 200-page ruling. The break-neck speed of the process “reflected a reckless approach to a fiduciary process.”Robyn Denholm, the Tesla board chair, doesn’t appear to have had any personal relationship with Musk outside of her service on the board, McCormick wrote.
Persons: New York CNN — Tesla, Elon Musk’s, Judge Kathaleen McCormick, Musk, Ira Ehrenpreis, Kimbal, Ehrenpreis, Antonio Gracias, McCormick, Tesla’s, Todd Maron —, , Maron, , ” McCormick, Musk “, Maron’s, Robyn Denholm, Denholm, can’t, ” Tesla, Tesla, Monday’s selloff, Piper Sandler, Gordon Johnson, ” Johnson, Elon, Organizations: New, New York CNN, Elon, The, Gracias, Nasdaq, GLJ, CNN Locations: New York, Delaware, Spain, Kimbal’s
CNN —Stung by a Delaware court ruling earlier this week that struck down his record Tesla pay package, Elon Musk says he is seeking shareholder approval to incorporate the company in Texas. Soon after Tuesday’s ruling about his 2018 salary package — worth about $51 billion at current stock prices — Musk put up a poll on X asking if Tesla (TSLA) should move its registration from Delaware to Texas, where it is already headquartered. Hours later, the Tesla CEO wrote that the “public vote is unequivocally in favor of Texas.” The poll results showed Texas had won the backing of more than 87% of about 1.1 million votes. Musk added he will now “immediately” seek shareholder approval to incorporate the electric carmaker in the southern state. Delaware is famously one of the world’s most welcoming places for companies of all kinds and sizes to incorporate for legal and tax purposes.
Persons: Elon Musk, Musk, Tesla, , , Chancellor Kathaleen McCormick Organizations: CNN, Texas, Fortune Locations: Delaware, Texas, . Delaware, Nevada
Elon Musk — the CEO of Tesla and SpaceX and owner of X, formerly Twitter — speaks during the New York Times annual DealBook summit in New York City, Nov. 29, 2023. A Delaware judge on Tuesday voided the $56 billion pay package of Tesla CEO Elon Musk, ruling that the company's board of directors "failed that the compensation plan was fair." Tesla's share price slid about 3% in after-hours trading Tuesday following news of the decision in the lawsuit filed by Richard Tornetta, a shareholder in the electric automaker. "The plaintiff is entitled to rescission," Delaware Chancery Court Judge Kathaleen McCormick wrote in his ruling agreeing that Musk's pay package was inappropriately set by Tesla's board. Please check back for updates.
Persons: Elon, Twitter —, Elon Musk, Richard Tornetta, Judge Kathaleen McCormick, McCormick Organizations: SpaceX, Twitter, New York Times, Tesla Locations: New York City, Delaware
New York CNN —A Delaware state court judge has thrown out the 2018 pay package that helped to make Tesla CEO Elon Musk one of the richest people in the world. He said Tesla investors will benefit from the decision by having the “dilution from this gargantuan pay package erased.”Attorneys for Musk and the Tesla board argued the pay package was approved by a shareholder vote. Excluding the votes owned by Musk and his brother, 73% of the shares voting in that election supported the pay package. The company’s market cap was valued at $54 billion at the time the pay package was approved. Robyn Denholm, the chair of Tesla’s board, testified that the pay package was all about keeping Musk focused on Tesla.
Persons: Elon Musk, Chancellor Kathaleen McCormick, Musk, Tesla, , , Greg Varallo, McCormick, ” Musk, Robyn Denholm, ” Denholm, – CNN’s Matt McFarland Organizations: New, New York CNN, Musk, Delaware Supreme, SpaceX, Twitter, Boring, Tesla Locations: New York, Delaware, . Delaware, Tesla
Elon Musk demands another huge payday from Tesla
  + stars: | 2024-01-16 | by ( David Goldman | ) edition.cnn.com   time to read: +4 min
New York CNN —Elon Musk says he wants a significantly larger stake in Tesla than the one that already made him the richest person on the planet. Enough to be influential, but not so much that I can’t be overturned,” Musk wrote in a post on X. Musk and the Tesla board of directors were accused of breaching their fiduciary duties for waste and unjust enrichment. Musk on Monday said he and Tesla are waiting for ruling in the case before they agree to a new pay package. But Musk said a dual-class system at Tesla was a nonstarter, blaming a “post-IPO Delaware.” It’s unclear exactly what Musk meant by that.
Persons: New York CNN — Elon Musk, Musk, Tesla, ” Musk, , Mark Zuckerberg, , they’re Organizations: New, New York CNN, Wall Street, Tesla, Fidelity, Meta, Vanguard, BlackRock, Regulators Locations: New York, Tesla, Worth, Delaware, BlackRock
Jimmy Haslam, CEO of Pilot Flying J. and Warren Buffett, Chairman and CEO of Berkshire Hathaway. The Haslam family on Tuesday said its Pilot Corporation had closed the sale of its remaining 20% ownership interest in truck-stop giant Pilot Travel Centers to Berkshire Hathaway . That settlement avoided what was scheduled to be a two-day trial beginning Jan. 8, with testimony from Berkshire Hathaway executive Greg Abel, the designated successor to company CEO Warren Buffett. CNBC has requested comment from Berkshire Hathaway, which in a regulatory filing last year listed the Haslams' noncontrolling interest in Pilot Travel Centers at a value of around $3.2 billion. PTC is the largest operator of travel centers in North America, with more than 750 locations under the Pilot and Flying J brands.
Persons: Jimmy Haslam, Warren Buffett, Berkshire Hathaway, Haslam, Greg Abel Organizations: Berkshire, Pilot Corporation, Centers, Travel Centers, CNBC, Travel, PTC Locations: Berkshire, North America
Berkshire Hathaway settled a billion-dollar lawsuit with the Haslam family over how Berkshire accounted for the value of Pilot Travel Centers, which would affect the price paid in a forced buyout of the family's remaining stake in that truck-stop giant, both sides said Sunday night. The Haslam family and its Pilot Corp. in the suit filed this fall alleged that Berkshire Hathaway improperly adopted a form of accounting of the value of Pilot Travel Centers that would have led to a sharply lower price Berkshire would pay to acquire the family's remaining 20% stake in PTC. Berkshire in turn had accused Cleveland Browns owner Jimmy Haslam of offering payments to PTC executives to boost the value of the company so that his family would get a bigger buyout from Berkshire, which controls PTC. The Haslam family and Pilot Corp. strongly denied those claims. Berkshire and Pilot Corp. in similar press statements Sunday night said that they had reached an agreement to fully settle the Delaware Chancery case.
Persons: Berkshire Hathaway, Haslam, Greg Abel, Warren Buffett, Jimmy Haslam Organizations: Berkshire, Travel Centers, Pilot Corp, PTC, Cleveland Browns Locations: Berkshire, Delaware Chancery, New York, Delaware
Meanwhile, yet another plaintiffs' firm, Robbins, is deep into a similar derivative suit against Wells Fargo board members in San Francisco Superior Court. But it’s worth noting that in 2022, Wells Fargo won the dismissal of a previous shareholder derivative suit accusing the board of regulatory compliance failures. Kessler said its complaint, which includes "detailed" and "substantial" references to Wells Fargo internal documents, was more likely to withstand a dismissal motion from the bank. Scott + Scott told Tigar that it had the most up-to-date documents from Wells Fargo because it brought a Section 220 demand after the $3.7 billion CFPB agreement. I would not be surprised to see a rival derivative suit filed in Delaware Chancery Court by one of the shareholder firms spurned by Tigar.
Persons: Cromwell, Wells Fargo, Wells, Robbins Geller Rudman, Dowd, Kessler Topaz Meltzer, Scott, Scott –, They're, Jon Tigar, Robbins, Wells Fargo’s, Kessler Topaz, Kessler, Robbins Geller, Tigar, Robbins Geller didn’t, Randall Baron, board's, Andrew Cheng, Read Organizations: Sullivan, U.S . Consumer Financial Protection Bureau, U.S . Office, Currency, OCC, Wells, U.S, District, San Francisco Superior Court, Tigar, Wells Fargo, San Francisco, Thomson, Reuters Locations: Oakland, Wells Fargo, San Francisco, Wells, San, California, Delaware Chancery
Tesla directors are returning $735 million to the company to settle a suit that claims they were overpaid. That includes $458.6 million in company shares and $276.6 million in cash, per court filings. That totals to around $735 million, consisting of $458.6 million in company shares and $276.6 million in cash. The $735 million settlement stems from a 2020 lawsuit, wherein Detroit's Police and Fire Retirement System accused Tesla's board members of overpaying themselves in the form of stock options from 2017 to 2020. Tesla directors denied those claims, arguing that the company saw rapid growth sent the stock soaring.
Persons: Elon Musk, Larry Ellison, Rupert Murdoch's, James Murdoch, Elon Musk's, Kimbal Musk –, Tesla's, Tesla Organizations: Elon, Service, Oracle, Delaware Chancery, Reuters, Detroit's Police Locations: Wall, Silicon, Delaware
Attorneys for Elon Musk filed suit this week against the law firm that represented Twitter when Musk was trying to take the company private last year, claiming the firm charged too much for its work. The lawsuit says Wachtell, Lipton, Rosen, and Katz, which was Twitter's firm prior to Musk's acquisition, racked up a $90 million "last minute" legal bill. Wachtell represented Twitter after Musk reneged on his initial offer to take Twitter private for $44 billion. The law firm helped close the deal in November 2022, and was paid that $90 million fee for its work securing the transaction, which was tendered at a significant premium to Twitter's public market valuation. Twitter sued Musk for not honoring his commitment to the company's shareholders, and Musk eventually relented, purchasing Twitter at the agreed upon price.
Persons: Elon Musk, Musk, Wachtell, Lipton, Rosen, Katz, Reid Collins, Tsai, It's, Ben Roth, — CNBC's Lora Kolodny Organizations: Tesla Inc, Elon, Twitter, X Corp, San Francisco, Google, Rosen Locations: San Francisco , California, Austin , Texas, Delaware, California, San Francisco
Morris's employment agreement does not have such a provision. Section 7 of his employment agreement governs non-competition and non-solicitation. Basto resigned from Freshpet's board, effective May 31, according to a filing with the Securities and Exchange Commission. Jana attempted to address this by talking to Freshpet about improving corporate governance and adding new directors identified by Jana to the board. The Freshpet board should have looked at this as a gift from heaven.
Persons: Jana Partners, Freshpet, Jana, Scott Morris, Laurence Tribe, Morris, Richard Kassar, J, David Basto, Olu Beck, Basto, Jana directors, , Shakespeare, Ken Squire, Squire Organizations: Hive Brands, Freshpet, Company, Securities and Exchange Commission, Institutional, Services, 13D Locations: Freshpet, Delaware
Companies JPMorgan Chase & Co FollowNEW YORK, May 18 (Reuters) - The young entrepreneur Charlie Javice has been indicted on charges of defrauding JPMorgan Chase & Co (JPM.N), the largest U.S. bank, into buying her now-shuttered college financial aid startup Frank. A four-count grand jury indictment made public on Thursday in Manhattan federal court charges Javice with securities fraud, wire fraud, bank fraud and conspiracy. In connection with that, prosecutors were granted more time to have Javice indicted by a grand jury. JPMorgan separately sued Javice and former Frank chief growth officer Olivier Amar in December in Delaware federal court for fraud, saying they inflated Frank's customer base to induce the bank's purchase. Javice countersued JPMorgan, saying it owes millions of dollars after firing her "without valid cause" in November.
Once known as Square, Block agreed in March 2021 to pay $306 million for an 87.5% stake in Tidal. The pension fund also said Dorsey, a co-founder of Block and Twitter, was Block's only top executive who supported the purchase, and bought Tidal because he and Jay-Z were friends. But in concluding that Block directors did not breach their fiduciary duties, McCormick said she could not "presume bad faith based on the merits of the deal alone." Jay-Z, the rapper and music mogul whose real name is Shawn Carter, joined San Francisco-based Block's board after the Tidal purchase and remains a director. The Delaware case was a derivative lawsuit that sought to have Block's directors or their insurers pay damages to the company for shareholders' benefit.
After shelling out $787.5 billion to settle Dominion's lawsuit, Fox has more troubles on the way. Atop the list is a separate lawsuit from Smartmatic, another election technology company that sued Fox News Network and its parent company, Fox Corp., in the aftermath of the 2020 presidential election. Smartmatic's defamation lawsuit asks for $2.7 billion in damages and was filed against Fox Corp.; Fox News Network; hosts Jeanine Pirro, Maria Bartiromo, and Lou Dobbs; and Powell and Giuliani. Aside from the Smartmatic case, Fox News has to deal with potential shareholder lawsuits. The overall value of Fox Corp. — which also includes Fox Sports and the streaming service Tubi — is more than $17.6 billion.
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