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Tesla Chairwoman Robyn Denholm has just sold $17.3 million worth of her shares in the electric vehicle maker, according to a filing Monday, bringing her total stock sales this year to more than $50 million. Former Tesla Senior Vice President Drew Baglino, who announced his resignation in mid-April, sold shares worth around $181.5 million soon after his departure, according to a filing. In Denholm's early years on the Tesla board, she served on the audit committee. Before joining the Tesla board, Denholm served in executive roles at Sun Microsystems, and in finance roles at Toyota in Australia and at accounting firm Arthur Andersen. In her opinion, Chancellor Kathaleen McCormick wrote that by serving on Tesla's board, Denholm received "life-changing" compensation, which "far exceeded the compensation she received from other sources."
Persons: Robyn Denholm, Tesla, Denholm, Drew Baglino, Kathleen Wilson, Thompson, Elon Musk, hasn't, Musk, Arthur Andersen, , Chancellor Kathaleen McCormick Organizations: Tesla Inc, American, of Commerce, Tesla, SEC, Sun Microsystems, Toyota Locations: Australia, Sydney, what's, Delaware
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
A judge recently voided Elon Musk's $55 billion compensation package at Tesla. AdvertisementA Delaware judge recently ruled that Elon Musk should not get a $55 billion compensation package for his work at Tesla despite his contributions to the company. So now that Musk's compensation has to be renegotiated, will other executives kiss their massive bonuses, stock options, and paychecks, goodbye? The more Tesla was worth, the higher Musk's compensation would get. "I don't know whether individual CEOs are panicking or taking Elon Musk as a role model, thinking, 'Well, if he doesn't like Delaware, then I have to move out of Delaware,'" Lipton said.
Persons: , Elon, Tesla, I'm, James, Kathaleen McCormick, Musk, Musk Ann Lipton, Lipton, Musk's, Kimbal, Elon Musk Organizations: Elon Musk's, Tesla, Service, University of California, Delaware Supreme, Tulane University, Business Locations: Delaware, Los Angeles
Lawyers who voided Elon Musk's pay as excessive want $6 bln fee
  + stars: | 2024-03-02 | by ( ) www.cnbc.com   time to read: +1 min
The lawyers who voided Elon Musk's $56 billion compensation as excessive on Friday sought a record a $6 billion legal fee, payable in the electric car maker's stock. Musk blasted the request as "criminal," posting on his X platform that "the lawyers who did nothing but damage Tesla want $6 billion." The company would pay the lawyers who represented Richard Tornetta, a shareholder who sued Musk in 2018 over the pay package, which a Delaware judge nixed in January. The electric vehicle maker is being asked to pay the fee because it benefited from the return of Musk's pay package, which the legal team said will result in the return to the carmaker of 266 million shares. Judge Kathaleen McCormick, who is overseeing the case and will decide on the fee, called Musk's pay "unfathomable" in her ruling.
Persons: Elon Musk, Tesla, Elon, Musk, Richard Tornetta, nixed, Kathaleen McCormick Organizations: Elon Musk's Locations: Krakow, Poland, 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
Not every CEO in charge of a publicly traded stock market giant gets to act like Elon Musk . But her tenure as chair came in for criticism last month after a Delaware judge voided Musk's $55.8 billion pay package approved by the Tesla board in March 2018. At trial, Denholm was not sure whether the Disclosure Committee was fulfilling its obligations under the SEC Settlement," McCormick's opinion noted. AdvertisementMcCormick also drew attention to how Musk changed his title to "Technoking of Tesla" in March 2021. Musk is also seeking to reincorporate Tesla in Texas from Delaware following the court decision in the state on his pay package.
Persons: Elon, Robyn Denholm, Denholm, She'd, Tesla, Musk, Judge Kathaleen McCormick, Judge McCormick, that's, McCormick, Musk's, , Technoking ”, Elon Musk, Antonio Masiello, , , reincorporate Tesla Organizations: Juniper Networks, Telstra, Blackbird Ventures, Business, Securities and Exchange Commission, SEC, New York Times, Board Locations: Australian, Delaware, Tesla, Texas
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
Antonio Masiello | Getty ImagesTwo weeks after a Delaware court ruled that Tesla must rescind Elon Musk's $56 billion pay package, the company's board remains mum on what the decision means for shareholders or what's next for the mercurial CEO. CNBC sent requests for additional information to Tesla investor relations, Musk and some board members. "Given the high stakes involved, it is likely that Tesla will appeal the decision," Kastiel said in an email. In the absence of a successful appeal, "any new compensation arrangement with him will have to be assessed" in light of McCormick's decision, Kastiel said. Kastiel also said that the decision likely makes Musk and Tesla more vulnerable to other types of lawsuits.
Persons: Elon Musk, Antonio Masiello, Tesla, Chancellor Kathaleen McCormick, Musk, Richard Tornetta, Kimbal, Robyn Denholm, JB Straubel, Greg Varallo, Bernstein Litowitz Berger, Grossmann, Varallo, Kobi, Kastiel wasn't, Kastiel, Eric Talley, Talley, wasn't, He's, Walter Isaacson, CNBC's, you'll, Isaacson, Ann Lipton, Lipton, Organizations: Tesla Inc, Fratelli, Getty, Elon Musk's, SEC, CNBC, Tel Aviv University, Washington University Law, Nasdaq, Columbia Law School, SpaceX, Tesla, Tulane Law Locations: Italy, Rome, Delaware, Texas, Tesla, Nevada, California
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
Tesla's board is at a crossroads after a hefty pay plan for Elon Musk was rejected, analysts said. After the Delaware ruling, Musk announced a shareholder vote to move Tesla's incorporation to Texas. AdvertisementTesla's board has its work cut out for it following a judge's surprise ruling against Elon Musk's massive payday, analysts said. "It now creates a tornado situation for Tesla's Board in the next move, with [Wall] Street closely watching this poker move and potential statement," the report said. "Musk is Tesla and Tesla is Musk," Dan Ives, managing director at Wedbush, told Business Insider.
Persons: Elon Musk, Musk, , Tesla, Kathaleen McCormick, Wedbush, Dan Ives, Ives Organizations: Elon, Tesla, Service, Wedbush Securities, Board, Company, Investors, Reuters Locations: Delaware, Texas, Tesla
Tesla's former general counsel cried during his deposition on Elon Musk's compensation package. Delaware judge Kathelaeen McCormick said Todd Maron's "admiration for Musk moved him to tears." That's what former Tesla general counsel Todd Maron did, according to court documents out of Delaware. "The working group included management members who were beholden to Musk, such as General Counsel Todd Maron who was Musk's former divorce attorney and whose admiration for Musk moved him to tears during his deposition," McCormick wrote in her decision. McCormick this week voided Musk's $55 billion compensation package at Tesla.
Persons: Kathelaeen McCormick, Todd Maron's, Musk, Maron, Tesla, , Elon Musk, Todd Maron, Kathaleen McCormick, McCormick, isn't Organizations: Service, Tesla, Business Insider Locations: Elon, Delaware, Texas
SpaceX, X (formerly known as Twitter), and Tesla CEO Elon Musk speaks during live interview with Ben Shapiro at the symposium on fighting antisemitism on January 22, 2024 in Krakow, Poland. Elon Musk said late Wednesday that Tesla will hold a shareholder vote on whether to transfer the electric carmaker's state of incorporation to Texas. After the poll, Musk said Tesla will "will move immediately to hold a shareholder vote to transfer state of incorporation to Texas." Musk will likely have to seek approval from the Tesla board to enact such a move. "Never incorporate your company in the state of Delaware," Musk posted on X this week.
Persons: Elon Musk, Ben Shapiro, Tesla, Musk, Musk's, Chancellor Kathaleen McCormick Organizations: SpaceX, Tesla, Musk Locations: Krakow, Poland, Texas, Delaware
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
But this week, a Delaware state judge handed down a message that Musk and other powerful men in America seldom hear: Nope. The outcome of Musk’s pay package dispute is the latest instance of a towering, brash business leader getting put in his place by the one institution powerful enough to do so: US courts. Kathaleen McCormick struck down Elon Musk’s 2018 Tesla pay package after an investor challenged it as excessive. Kathleen Flynn/ReutersAmong the threads connecting Musk, Trump and McMahon is a history of evading negative consequences. “And if that’s the case, let that be a message to other people: The litigation system actually does work.”The pay package dispute wasn’t McCormick’s first rodeo with Musk.
Persons: CNN Business ’, New York CNN — Elon Musk, Kathaleen McCormick, who’d, Donald Trump, Trump, Vince McMahon, McMahon, Elon, Kathleen Flynn, Eric Talley, Talley, , Musk, McCormick, McCormick didn’t, “ We’ve, , ’ ” Talley, , Katie McCormick Organizations: CNN Business, New York CNN, Bloomberg, World Wrestling Entertainment, Reuters, Trump, Columbia, Twitter Locations: New York, Delaware, America
Musk's Tesla pay was structured without a salary to involve 12 stock option awards that would only be given once performance goals for each of them were met. Though Musk can appeal the decision, there are signs that this battle is about more than just the massive pay package that has propelled him to a $205 billion fortune. The carmaker is currently worth $600 billion, up from roughly $50 billion in 2018, when Musk received his pay plan. So it's reasonable to take Musk at face value when he says his Tesla pay, as McCormick put it, is a "means of bankrolling that mission." Closer to home, Musk's legal battle could trigger a rethink of where Corporate America goes to do business.
Persons: , Elon, Thomas Jefferson, Tesla, Richard Tornetta —, Musk, Judge Kathaleen McCormick, Musk's Tesla, Chandan Khanna, , Judge McCormick, McCormick, DealBook, that's Organizations: Service, The, The Diamond State, Business, SpaceX, Toyota, Delaware Inc, Corporate America Locations: Delaware, The Diamond, Tesla, Mars, America's, America, Nevada, Texas
Elon Musk, chief executive officer of Tesla Inc., during a fireside discussion on artificial intelligence risks with Rishi Sunak, UK prime minister, not pictured, in London, UK, on Thursday, Nov. 2, 2023. The bombshell, 200-page Delaware court ruling Tuesday ordering Tesla to undo its massive $56 billion compensation package for CEO Elon Musk features descriptions of a lawyer holding back tears, a reference to "Frankenstein" and a cringey self-driving car pun. And then there's a whole section about Mars — the planet — and Musk's belief that he has "a moral obligation" to use his incredible wealth to help colonize it to help "save humanity." That wealth is on track, barring a successful appeal, to be significantly reduced by a ruling issued by Chancery Court Chancellor Kathaleen McCormick. Musk wasn't happy about that Tuesday, tweeting, "Never incorporate your company in the state of Delaware."
Persons: Elon Musk, Rishi Sunak, Tesla, Elon, Chancellor Kathaleen McCormick, Musk, McCormick Organizations: Tesla Inc Locations: London, Delaware
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 to prove "that the compensation plan was fair" or show much evidence that they had even negotiated with him. The pay package that Tesla granted Musk in 2018 was the largest compensation plan in public corporate history, McCormick noted in her 200-page ruling. He claims that Tesla, Inc.'s directors breached their fiduciary duties by awarding Elon Musk a performance-based equity-compensation plan." "Put simply, neither the Compensation Committee nor the Board acted in the best interests of the Company when negotiating Musk's compensation plan. But in a tweet late Tuesday afternoon, Musk wrote, "Never incorporate your company in the state of Delaware."
Persons: Elon, Twitter —, Elon Musk, Richard Tornetta, Chancellor Kathaleen McCormick, Tesla, McCormick, Musk, Tornetta, Todd Maron, Grant Organizations: SpaceX, Twitter, New York Times, Tesla, Delaware Supreme Court, Inc, Elon, Company, Musk, CNBC, CNBC PRO 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 — 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
The company wants Kathaleen McCormick, chief judge on the court, to approve a fee of no more than $64 million. The attorneys represented a Detroit police union pension plan that sued Tesla's directors for excessive compensation during 2017 to 2020. Nearly all of the directors' compensation comprised stock options and they only got paid if the stock rose. The 2020 lawsuit settled in July with the directors agreeing to return to Tesla $735 million as part of a $919 million agreement. The difference in the two values boils down to the stock options.
Persons: Thomas Peter, Kathaleen McCormick, Elon Musk's, James Murdoch, Rupert Murdoch, Larry Ellison, Tesla, Tom Hals, Noeleen Walder, David Gregorio Our Organizations: REUTERS, Oracle Corp, Tesla, Detroit, Oracle, Thomson Locations: Beijing, China, WILMINGTON , Delaware, Delaware, Delaware's Court, Wilmington , Delaware
The lawyers want a judge to approve $229 million in fees, or $10,690 an hour, according to a Sept. 8 filing in Delaware's Court of Chancery. The legal fee and the settlement must be approved by a Delaware judge at a hearing scheduled for October. The Telsa directors have not objected to the fee request but are expected to do so, according to a court filing by the plaintiffs' lawyers. In 2012, the Delaware Supreme Court affirmed a $304 million fee in a Southern Copper shareholder lawsuit involving $2 billion of damages. The Delaware Court of Chancery judge overseeing the Tesla case, Kathaleen McCormick, has scheduled a hearing on Oct. 13 to approve the settlement and the fee.
Persons: Tesla's, James Murdoch, Larry Ellison, Bleichmar Fonti, McCarter, Ronald King, Clark Hill, George Bauer, David Paige, Paige, Kathaleen McCormick, Tom Hals, Amy Stevens, Marguerita Choy Organizations: REUTERS, Partners, Bleichmar, Shukurov, Advisors, Southern, Thomson Locations: Oslo, Norway, Victoria, WILMINGTON , Delaware, Delaware's Court, Delaware, New York, Wilmington , Delaware, Lansing , Michigan
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.
[1/2] Tesla vehicles are shown at a Tesla service center in San Diego, California, U.S., January 13, 2023. At Tuesday's closing arguments in a Delaware court, a judge pressed lawyers representing Tesla directors and the investor challenging Musk's pay over whether the company's explosive growth outweighed misleading disclosures about the pay plan in 2018. The pay package contributed to Musk's fortune, the world's second-largest, and has no comparison in the world of executive pay. Tesla investor Richard Tornetta sued Musk and the board in 2018, arguing it unjustly enriched Musk and should be voided. Attorneys for the Tesla directors argued that Tornetta never challenged the main details of the proxy that described the plan, such as the goals Musk had to meet.
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