Why would an executive want to work at a company if after he achieves amazing results, his compensation can Ben clawed back, due to a missing one sentence disclaimer on a proxy statement?
Also, nobody serious is talking about moving companies out of Delaware. Elon is tweeting about it.
Again the issue isn't compensation and whether it was too much, it's that the shareholders were mislead. If the board had disclosed they had a conflict of interest, and the shareholders still voted for the package (which I believe they still would have), it would be a moot point, but they did not. They didn't follow the rules, and that has consequences.
Laws and contracts aren't worth the paper they're written on if they're not enforced, and failure to follow the law, which they were all aware of, has consequences.
I sold some of those TSLA shares and moved them into NVDA last year and I have zero expectation that the NVDA BoD is 100% free of undisclosed conflicts of interest.
If the Delaware court system does not care about my expectations, fine, but they shouldn't claim to be helping me.
At least one person assumed it was independent, and that person sued. But if everyone knew about how conflicted the board is, how come the proxy went to such great lengths to refer to the board as "independent"?
The Proxy failed to disclose any of the Compensation Committee members’ actual or potential conflicts with respect to Musk.747 In fact, the Proxy repeatedly described the members of the Compensation Committee as independent, stating: “The[] [Grant] discussions first took place among the members of the Compensation Committee . . . all of whom are independent directors;”748 and “[t]he independent members of the Board, led by the members of the Compensation Committee, spent more than six months designing [the Grant].”749 The Proxy’s introductory letter is “[f]rom the Independent Members of Tesla’s Board of Directors,” and the first four signatories are Compensation Committee members Gracias, Ehrenpreis, Denholm, and Buss.750 Notably, Gracias signed as “Lead Independent Director.”751
The description of the Compensation Committee members as “independent” was decidedly untrue as to Gracias and proved untrue as to the remaining committee members. At a minimum, Musk’s relationships with Ehrenpreis and Gracias gave rise to potential conflicts that should have been disclosed.752 Ultimately, all of the directors acted under a controlled mindset, calling into question the disclosure as to each of them.
Overall, Defendants failed to prove that the information about conflicts was adequately disclosed. The Proxy was materially deficient on this point.
> I have zero expectation that the NVDA BoD is 100% free of undisclosed conflicts of interest.
It's not about mere "undisclosed conflicts", it's that the compensation committee was so conflicted that it was effectively controlled by Musk.
That's the rule of law for you! Nine shares have as many fundamental rights as nine billion.
This is why the cost of capital for Delaware companies is lower than others'; it rules out entire categories of screwing around. Here's the good news: nobody is saying Musk can't get $55bn. It's saying he can't get it while pretending he isn't a controlling shareholder. The best thing to do might not be appealing, but putting the package to a new vote and moving on.
Realistically, if a jurisdiction allowed the blatant ripping off of shareholders, companies in that jurisdiction wouldn't be seen as investable, so most jurisdictions will avoid that. Would you invest in a company which has just moved out of Delaware for the purposes of avoiding the high quality of shareholder protection offered by Delaware? Like, that seems like asking for trouble.
> due to a missing one sentence disclaimer on a proxy statement?
That wasn't the case here.
Knowing that Biden dislikes Musk, maybe this is how the Democrats are going after him?
/s