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☆ How Elon Musk's war on Delaware could change the way corporations make some of their biggest decisions
▼ + stars: | 2024-02-14 | by ( Ian Thomas | ) www.cnbc.com time to read: +4 min

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

☆ Tesla stock drops as investors scrutinize board’s close personal ties to Elon Musk
▼ + stars: | 2024-02-05 | by ( Allison Morrow | ) edition.cnn.com time to read: +4 min

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

☆ A Tesla lawyer burst into tears during a deposition on Elon Musk's compensation package because he admired Musk so much, judge says
▼ + stars: | 2024-02-02 | by ( Kwan Wei Kevin Tan | ) www.businessinsider.com time to read: +2 min

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

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

[1/2] Elon Musk, Chief Executive Officer (CEO) of SpaceX, Tesla and Twitter, arrives for a trial about his Tesla pay package at the Delaware Court of Chancery in Wilmington, Delaware, U.S., November 16, 2022. "The amount of pain, no words can express," Musk testified on Wednesday. The package allows Musk to buy 1% of Tesla's stock at a deep discount each time escalating performance and financial targets are met. "It wasn't a knock-down, drag-out affair," Todd Maron testified about the pay talks in 2017 when he was general counsel. You could almost make an argument they didn't pay him enough because he ran off after Twitter."

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