The Dark Stain on Tesla's Directors

In a way pulling AI and Robotics out of Tesla would be beneficial to the Engineering staff IMO. The highly competitive car market will eventual drag down any value increases in Tesla created by AI and Robotics. As individual entities they will be more like a startup and Engineers could receive more stock and see larger increases in the stock's value. Increasing Musk's ownership only helps musk - not the staff.

Assuming that Tesla's AI acumen is any better than its Full Self-Driving acumen (ie not full at all), this is a crucial bit:

> No Discussion of Musk’s Threats Regarding AI & Robotics

The proxy statement makes no mention of the first elephant in the room: Musk’s threat to stop developing robotics and AI technologies at Tesla (and, indeed, it never mentions that Musk has poached Tesla engineering talent for his own AI start-up, or that he just raised $6 billion for that start-up). Even worse, the proxy materials omit this information while at the same time boasting of “our progress in artificial intelligence via full self-driving and Optimus.” If the Board failed to discuss these issues with Musk, then that failure is a colossal breach of fiduciary duty. If the Board did discuss these issues with Musk, then the omission of the details of those discussions from the proxy statement makes the proxy materially misleading.

You really have to roll the dice with Musk.

I've been seeing a lot of media coverage of this lately. The Tesla BOD voted on, and approved this compensation package in 2018. The package rewarded Musk for various milestones, and TSLA stock saw incredible gains over the period covered by the package. The result was a $56B incentive award to Musk, challenged by Richard Tornetta in Delaware. (Tornetta held just 9 shares of TSLA when he filed his lawsuit.) So the activist judge in Delaware nullified the contract and the result is that Musk gets no compensation for the incredible job he did for all TSLA investors. Musk has since re-incorporated Tesla in Texas, and he's now asking the BOD to pay him for his hard work. Is it "unfair" to TSLA shareholders to reward Musk for a job well done, or is it "unfair" to Musk to have his BOD-approved compensation package contract voided after the fact by an activist judge, as a result of a cheap shot lawsuit from a nobody shareholder?

Disclaimer: I earned over $100k trading TSLA stock last year, but at present I do not hold any shares.

Musk should be fired for threatening to undermine the company he is in charge of. Tesla needs to be "hard core" about this.

Didn't Musk have to sell a bunch of Tesla to buy Twitter? Sounds like he wants Tesla to make up for his own bonehead move.

> Insights about the egregious behavior of Elon Musk, & about the chaotic craziness at Tesla, Inc., all with a legal slant informed by my career as a commercial trial lawyer.

This is a nakedly partisan substack account. Does this really meet HN's quality standards?