whether or not to restore CEO Elon Musk's massive pay package that was thrown out by a Delaware judge.In a filing with the U.S. Securities and Exchange Commission on Thursday, Tesla published Musk's own posts late Wednesday on X, the social media platform he owns, with charts that appeared to show that shareholders were in favor of his compensation package, as was a measure to move Tesla's legal home from Delaware to Texas.worth $44.9 billion in January. Chancellor Kathaleen St.
Erik Gordon, a law and business professor at the University of Michigan, said Musk's posts could draw legal scrutiny. “His post had better be accurate or else anyone who bought stock relying on it will have a securities law case against him,” Gordon said in an email.The SEC declined comment Thursday, and a message was left seeking comment from Tesla.Social media posts by Musk have drawn scrutiny from the SEC before.
But if shareholders were to vote against his pay, the CEO could deliver on threats to take artificial intelligence research to one of his other companies. Or he could even walk away from Tesla.According to Musk, early indications suggest that shareholders also back a move to relocate Tesla’s legal home to Texas, and out of Delaware.
One institutional investor who came out against the package is California’s State Teachers Retirement System. The large pension fund said Tuesday that it would vote against Musk’s pay “based on its sheer magnitude, and because the award would be extremely dilutive to shareholders. We also have concerns with the lack of focus on profitability for the company.
If Tesla finalizes the vote on moving the company’s legal home to Texas before the vote on Musk’s pay package, and it manages to file the paperwork in Austin and get approval of the move, then the effect of the Delaware court ruling could be in doubt. Reapproval of the pay package would then be done as a Texas corporation and could fall under the purview of Texas courts.
Eric Talley, a Columbia University law professor, said the lawyers are unlikely to try to move the case because their livelihood is handling business cases in Delaware courts.McCormick, Talley said, is telling the lawyers “OK, I’m going to believe you, but I’m going to be really irritated if this is a big send up for these things that you said you’re not going to do.”