News: 1709556314

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Legal eagles demand $6B in Tesla stock after overturning Musk's mega pay package

(2024/03/04)


Lawyers representing shareholders who quashed Elon Musk's $56 billion Tesla compensation package have submitted a request for nearly $6 billion in the electric car maker's stock as their fee.

The [1]request , seen by The Register , filed with the Delaware Court of Chancery, seeks an award in Tesla stock, which the attorneys argue is a fair compensation for their victory in court, without affecting Tesla's cash reserves. They justify their claim by stating it aligns with the value they've secured for shareholders, calling it both "unprecedented" and "conservative."

The fee works out at almost $300,000 per hour. Nice work if you can get it.

[2]

The move comes after [3]a court decision last month , where the judge found that a 2018 compensation package, which included substantial stock options, was unfairly approved due to the Tesla board's close ties with Musk.

[4]

[5]

The lawyers [6]argue [PDF] that their proposed fee, taking a portion of the shares Musk would have received, is justified based on the precedent of similar cases in Delaware, where attorneys have been awarded a fraction of the recovery value for shareholders.

[7]Musk joins OpenAI lawsuit queue, says there's nothing 'open' about it

[8]Tesla's Cybertruck may not be so stainless after all

[9]Elon Musk can't wriggle out of SEC Twitter fraud inquiry

[10]SAP hits brakes on Tesla company car deal

The case is complex because no cash was exchanged but Musk's stock options were cancelled. The legal team insists that their share-based payment request aligns with the stock returned to shareholders and is a testament to their confidence in Tesla's value.

They also seek the ability to sell the awarded shares immediately, without a holding period, which is a departure from typical restrictions in such cases.

Musk has the option to challenge the fee request and is expected to appeal the decision that nullified his pay package.

[11]

On X, Musk [12]said : "The lawyers who did nothing but damage Tesla want $6 billion. Criminal." ®

Get our [13]Tech Resources



[1] https://www.ft.com/content/1512d925-7ded-4d67-993a-4fc03f2735fc

[2] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_offbeat/front&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=2&c=2ZeX@N6kj@KBlRikOhxIzhwAAAQg&t=ct%3Dns%26unitnum%3D2%26raptor%3Dcondor%26pos%3Dtop%26test%3D0

[3] https://www.reuters.com/legal/judge-rules-favor-plaintiffs-challenging-musks-tesla-pay-package-2024-01-30/

[4] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_offbeat/front&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=4&c=44ZeX@N6kj@KBlRikOhxIzhwAAAQg&t=ct%3Dns%26unitnum%3D4%26raptor%3Dfalcon%26pos%3Dmid%26test%3D0

[5] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_offbeat/front&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=3&c=33ZeX@N6kj@KBlRikOhxIzhwAAAQg&t=ct%3Dns%26unitnum%3D3%26raptor%3Deagle%26pos%3Dmid%26test%3D0

[6] https://static.blbglaw.com/docs/March%201%2C%202024%20-%20Fee%20Brief%20as%20filed_Tesla.pdf

[7] https://www.theregister.com/2024/03/01/elon_musk_sues_openai_gpt4/

[8] https://www.theregister.com/2024/02/13/tesla_cybertruck_rust/

[9] https://www.theregister.com/2024/02/12/musk_sec_twitter_fraud/

[10] https://www.theregister.com/2024/02/06/sap_tesla_company_cars/

[11] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_offbeat/front&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=4&c=44ZeX@N6kj@KBlRikOhxIzhwAAAQg&t=ct%3Dns%26unitnum%3D4%26raptor%3Dfalcon%26pos%3Dmid%26test%3D0

[12] https://twitter.com/elonmusk/status/1763773501616328775

[13] https://whitepapers.theregister.com/



Reasonable reward

Kevin Johnston

Surely it is more reasonable for them to get the same reward as all the other shareholders...

Shafted

Troll and let troll

ComputerSays_noAbsolutelyNo

... on the other hand, it could also be mere greed on the part of the lawyers.

Watch out when you buy a house

Natalie Gritpants Jr

The lawyers will want the garden.

Re: Watch out when you buy a house

Paul Herber

There are no grounds for that.

Prediction

I ain't Spartacus

I predict that there's going to be a terrible accident soon. An item of space debris, of "unkown origin" is soon going to fall on this law firms' offices.

I don't know what gives me this idea. It's just a feeling...

Re: Prediction

Anonymous Coward

Well, Musk DID put a Tesla in orbit already.

That said, it's hard to decide who to root for here :)

Re: Prediction

John Brown (no body)

Yes, it's not often I feel almost in agreement with Musk!

Musk said: "The lawyers who did nothing but damage Tesla want $6 billion. Criminal."

Signature move

Jonathan Richards 1

When did E.M. start signing his Xcretions " Criminal "?

Re: Signature move

Zippy´s Sausage Factory

After releasing an EDM track a few years ago, maybe he's taking up gansta rap?

Why do the lawyers want money from Tesla

Missing Semicolon

.. when they were engaged by the shareholders? Surely they should foot the bill?

Whilst they might have won, I don't think that lets you set any arbitrary fee you like.

Re: Why do the lawyers want money from Tesla

amanfromMars 1

I’m happy to wallow in the thought, Missing Semicolon, .... Great minds think alike ..... and almost exactly at the same time too, which is a neat trick too. :-)

Re: Why do the lawyers want money from Tesla

Tom 38

The shareholders are Tesla.

Re: Why do the lawyers want money from Tesla

lglethal

Oh no they are not! Tesla are the workers who build the products, and the engineers who design the products that they sell to make the firm it's profits. I'll even go so far as to include the Janitorial staff who keep the place clean, the HR and finance staff that keep the people paid and the middle management that keep the people moving in (more or less) one direction.

The Sshareholders and the C-Suite are the vultures who skim the cream off the top, without adding an iota of value to the firm.

On the topic of this specific article - The shareholders who brought this case should absolutely be the ones paying their lawyer's fee. They have stopped an additional (and hugely excessive) number of shares from going to El Musky, and so by virtue of a smaller share pool, the value of their stock has increased. They gain, so they should pay their own bloody lawyers...

These ambulance chasers have set such a high figure, probably to try for shock value, and so will "settle" for only 10% of that (which is still a ridiculously high value). I hope the judge comes down on them like a ton of bricks. Isnt there something like bringing the profession into disrepute with which to smack these idiots with? Threaten their licence to practice law unless they come back with a clearly reasonable value quick smart...

Re: Why do the lawyers want money from Tesla

wub

If the shareholders >are< Tesla, who brought the lawsuit?

Tesla is a "non-human person" in US law I believe, although IANAL.

Re: Why do the lawyers want money from Tesla

Charlie Clark

This kind of arrangement is quite common in "no fee" class action suits and is, arguably (though I wouldn't argue this myself), a good deal for shareholders. Certainly a lot less than the $ 57 million they were on the hook for.

But US tort law really is fucked (and many law firms would agree with this): companies often prefer bankruptcy to damages. But I can't see the even more dysfunctional than usual Congress passing the necessary reforms.

Just asking for a dear friend .....

amanfromMars 1

Lawyers representing shareholders who quashed Elon Musk's $56 billion Tesla compensation package have submitted a request for nearly $6 billion in the electric car maker's stock as their fee.

????? Hmmm? Is that shareholders lawyers representation not tantamount to the lawyers being employed by said shareholders and thus it is actually they, the disgruntled and covetous shareholders, who be jointly and severally liable to pay such a ludicrous extortionate bill if it is not deemed justifiably criminal to ridiculous excess?

Re: Just asking for a dear friend .....

John Brown (no body)

If the lawyers get their $6B in shares and the right to sell immediately, isn't that going to cause a dip in the share price and thus "deprive" their clients? And after "discovery" etc, during the case, could these lawyers be wanting that "sell now" caveat because they know something about Tesla and there might well be insider trading?

Re: Just asking for a dear friend .....

Helcat

As the Lawyers represented some, but not all, of the shareholders (I believe Musk is a shareholder, after all, and I doubt he agreed to this action), and they did not represent Tesla, then it does make sense that those the Lawyers represented should be the ones to pay up. Especially as having Tesla pay would financially harm the shareholders who didn't agree to this action (you can exclude Musk here if you like - I'm thinking of the others who weren't asked if they wanted this).

Also: Shouldn't the costs for representation be detailed in the contract (between shareholders represented and the law firm)?

Unless: Did the Judge assign the legal costs to Tesla? If so, wasn't the costs limited by the court?

Although, I think it would be fair if the shareholders who engaged the lawyers had to provide the shares the lawyers are demanding, and if they can't... the lawyers should sue the shareholders they were representing.

Sometimes I think the American legal system is a real mess. Then again, the UK system isn't that much better.

US lawyers

Pascal Monett

They are a species that is in dire need of becoming endangered.

So you spent a few hundred hours preparing and presenting a case ? That does not justify $300K/hour in any way, shape or form. You did your fucking job, and for that you should be paid no more than your already exorbitant $1000/hour fee.

This is ambulance chasing at its finest. I certainly do not support His Muskiness in any way, but these scum need to be put down. Period.

Re: US lawyers

Sam not the Viking

Perish the thought that lawyer's fees should be based upon their costs.

You forget that lawyers are the people who get what you thought was coming to you.

Re: US lawyers endangered?

Steve Davies 3

ROFL.

The law schools are producing more scumbags to fleece you of your hard earned cash (unless you are named Trump who had a habit of stiffing anyone who he owes money too) than the market can bear.

That's why you end up with Judges who don't have a clue (Cannon) and 'I can fake being smart' Habba.

Re: US lawyers

aerogems

TFA leaves out the detail that these lawyers were working on a contingency basis, so not only did the lawyers front all the money for filings and not taking on other paying clients to devote time to this case, but if they would have lost they would have gotten nothing. It's a common arrangement in these situations for the lawyers to get something like 60% of the award for their client. So, in this particular case, it's not quite as bad as it seems at first blush.

KayJ

"The first thing we do..."

re: The first thing we do

Steve Davies 3

If find a nice big wall, a supply of blindfolds and a big sign saying 'Lawyers Wanted'.

Lawyers......

Sam not the Viking

Some time ago, after our start-up was taken over by a large TLA conglomerate, their board decided to reclaim their spending on us for 'due diligence' reasons. Although they had done their due diligence, they claimed we had not included all possible liabilities and so employed <> London lawyers, in an attempt to intimidate with big words.

In response, we hired an (at the time) eye-wateringly expensive brief to make our defence. He duly wiped the floor with them and the claim was rescinded; except that they had made an announcement to the Stock Exchange and couldn't now correct it without losing face. In the end, we each agreed to pay a small amount in order for them to maintain their aura of competence.

Having just bought out a successful, forward-looking company, it was a stupid move and they lost any good-will we brought to the joint venture.

Re: Lawyers......

Anonymous Coward

Don't give a shit. As long as every breathing minute of the day can be charged at $5,000 per hour.

Biased Judge Kathaleen McCormick ..

t245t

“The move comes after a court decision last month, where the judge found that a 2018 compensation package, which included substantial stock options, was unfairly approved due to the Tesla board's close ties with Musk.”

So the judge tossed the pay package because she didn't like Musk rather than any intrinsic value of the package. I see the Judge has got form:

“ [1]McCormick oversaw Twitter's July 2022 lawsuit against the entrepreneur when he tried to break his $44 billion contract to buy the social media platform. The judge rejected Musk's foot-dragging tactics and on the eve of an expedited October trial, he agreed to stick to his deal to buy the company that is now known as X.”

“The judge said she rushed the Twitter case to protect the company and shareholders from damaging uncertainty. By contrast, the Musk ruling took an unusually long time for a court that prides itself on delivering complex rulings in a matter of months. The week-long pay trial for Musk, which was held without a jury, ended in November 2022.”

[1] https://www.reuters.com/legal/judge-who-slashed-elon-musks-pay-package-known-being-tough-wall-street-2024-01-30/

Re: Biased Judge Kathaleen McCormick ..

John Brown (no body)

So, is this a judge with a grudge against Musk or is it simply two cases that happened to go against Musk on the balance of probabilities and law?

Re: Biased Judge Kathaleen McCormick ..

aerogems

Simple fact is, we don't know. There may have been plenty of perfectly good reasons why this ruling was so delayed. Maybe the judge's docket was just stuffed to the rafters with other very important cases and this one could wait. Especially after Xitler threw a bunch of billionaire narcissist tantrums the last time around. There's a big difference between "I'm going to rule against you because I don't like you" and "I'm going to slow walk your case because I don't like you." There are plenty of ways a judge can get petty revenge on people who appear before them that don't involve the way they rule on the case. You'd need to take a real deep dive into the last couple years at that particular court to figure out why this particular case took so long, but of course that doesn't really fit in with the desire for instant gratification of the Internet.

Re: Biased Judge Kathaleen McCormick ..

imanidiot

Judges by and large have a dislike for people that make their job needlessly complex and take needlessly long. And yes, once you've shown you don't respect them or their profession it's likely judges will take a very dim view of any further such attempts in any subsequent cases. Judges have a lot of leeway in how they apply the law with regards to requirements for filings and allowing changes, amendments, etc and not needlessly pissing off the judge by taking the piss with their initial leniency like Musk did in the first case is always smart. Especially the first case was basically down to Musk and his team of lawyers using every single thing they could think of to "yes, but, actually, no" on every little thing they could think off and at some point the judge just had enough and laid down the smackdown according to the law.

In the second case (the one about the compensation package) it's also well motivated on law and precedent on why the very close ties between Musk and the Tesla board were reason for not allowing the exorbitant package to go through. Basically it comes down to Musk having unlawful sway on the board to get them to approve a compensation package that wasn't in the best interest of the company and it's shareholders for them to approve. Nothing to do with personal dislike (though I can't rule out McCormick had a smile on her face as the wrote down her verdict)

The lawyers who did nothing but damage Tesla want $6 billion. Criminal

Howard Sway

Wonder what that makes the guy who wanted $56 billion? I mean, the lawyers fee request is ludicrous, but it's only 10% of what he felt entitled to.

Re: The lawyers who did nothing but damage Tesla want $6 billion. Criminal

Flocke Kroes

The lawyers saved Tesla at least $50B: Job well done.

Musk lost Tesla $6B by not cancelling his bonus for doing bugger all when the share holders called him on it.

Stuart Castle

This is what has gone wrong with capitalism. While I don't want to defend lawyers, they *are* going for a percentage of the case, which is apparently what they would be normally paid. The problem is that Elon was paid a ridiculously high amount in the first place.

What did he do that has earned that kind of bonus? Bear in mind that it's likely that Tesla has not made that much in profit since it was created.

I'm all for bonuses.. I think they do encourage innovation, which can increase profits. If they are sensible. If they are too high, you run the risk of starving the company of much needed finance that can be used to improve the company resources, and hopefully, profit. $55.8 bn is a *lot* of finance..

Hilarious

Electronics'R'Us

"The lawyers who did nothing but damage Tesla want $6 billion. Criminal."

Pot, meet kettle .

Why don't sharks bite lawyers?

Manolo

Professional courtesy.

When I call a Plumber

TheSirFin

Seessshhhh ... this all sounds very amateur hour.

When I call a plumber and ask him what his rate is, and how much it will cost for a job.

I cannot imagine not asking a Law firm what they are going to charge to take EM to court to do him out of $56B.... ???

I guess when this gets to court

Mishak

They can "be reasonable" and drop the claim to $600M. LOL

My only love sprung from my only hate!
Too early seen unknown, and known too late!
-- William Shakespeare, "Romeo and Juliet"