A Delaware judge has sided with Tesla shareholders who filed a lawsuit claiming that Elon Musk unjustly secured a $55 billion CEO compensation plan. The plan is now voided by the court.
It’s unclear what will come out of this unique situation where Musk could potentially have to give back billions of dollars worth of Tesla shares.
In 2018, Tesla shareholders voted for Elon Musk to get a historic new CEO compensation package that could be worth $55 billion for the executive if Tesla achieved remarkable growth in valuation and profits, which it did.
However, some shareholders argued that Musk unfairly secured this extremely generous compensation plan through misleading shareholders about the fact that the plan was being put together by an independent board.
They filed a complaint in court in Delaware. The case went to trial in 2022, but it took a long time for the judge to give her decision.
The case came back into the news lately as Musk discussed another potentially historical CEO compensation plan at Tesla as he seeks to get 25% voting control over the company. His stake in Tesla is currently down to about 13% (~18% if he ends up being able exercise some stock options left from his compensation plan) after he sold tens of billions worth of Tesla stocks to buy Twitter.
Musk said that Tesla was waiting on the judge’s decision before moving ahead with the new compensation plan
The decision finally came today. Delaware Chancery Court Chief Judge Kathaleen St. J. McCormick sided with the shareholders who filed the complaint:
This posttrial decision enters judgment for the plaintiff, finding that the compensation plan is subject to review under the entire fairness standard, the defendants bore the burden of proving that the compensation plan was fair, and they failed to meet their burden.
Musk briefly commented on the judgment, which he is most likely going to appeal, on X:
Never incorporate your company in the state of Delaware
In short, the judge found that “Musk controlled Tesla” at the time the compensation package was put together:
The collection of features characterizing Musk’s relationship with Tesla and its directors gave him enormous influence over Tesla. In addition to his 21.9% equity stake, Musk was the paradigmatic “Superstar CEO,” who held some of the most influential corporate positions (CEO, Chair, and founder), enjoyed thick ties with the directors tasked with negotiating on behalf of Tesla, and dominated the process that led to board approval of his compensation plan. At least as to this transaction, Musk controlled Tesla.
An interesting caveat to the decision is that Musk’s lawyers had the option to shift the burden of proof that the compensation package was unfair to the plaintiff, but only if the package approved by “fully informed vote of the majority of the minority stockholders.”
Of course, Tesla shareholders voted for the plan, but the judge found that “the defendants were unable to prove that the stockholder vote was fully informed because the proxy statement inaccurately described key directors as independent and misleadingly omitted details about the process.”
Therefore, an important part of this case relied on the judge agreeing with the plaintiff that the board members behind the package were not “independent”.
Here’s how the judge describes how it wasn’t even clear who was negotiating on Musk’s behalf versus Tesla’s behalf:
The process leading to the approval of Musk’s compensation plan was deeply flawed. Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf. He had a 15-year relationship with the compensation committee chair, Ira Ehrenpreis. The other compensation committee member placed on the working group, Antonio Gracias, had business relationships with Musk dating back over 20 years, as well as the sort of personal relationship that had him vacationing with Musk’s family on a regular basis. 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. In fact, Maron was a primary gobetween Musk and the committee, and it is unclear on whose side Maron viewed himself. Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.
After hearing from both sides, the judge found that there was “no meaningful negotiation over any of the terms of the plan.”
Musk’s lawyers tried to argue that the CEO made some “concessions” as part of negotiations, but the judge didn’t buy it.
In this litigation, the defendants touted as concessions certain features of the compensation plan—a five-year holding period, an M&A adjustment, and a 12- tranche structure that required Tesla to increase market capitalization by $100 billion more than Musk had initially proposed to maximize compensation under the plan. But the holding period was adopted in part to increase the discount on the publicly disclosed grant price, the M&A adjustment was industry standard, and the 12-tranche structure was reached in an effort to translate Musk’s fully-diluted-share proposal to the board’s preferred total-outstanding-shares metric. It is not accurate to refer to these terms as concessions.
One of the main arguments from Tesla shareholders who are against this lawsuit is that “it was good for everyone”. Yes, Elon gets 6% more of Tesla, but Tesla gets $600 billion more in valuation.
The judge had an answer to this argument:
At a high level, the “6% for $600 billion” argument has a lot of appeal. But that appeal quickly fades when one remembers that Musk owned 21.9% of Tesla when the board approved his compensation plan. This ownership stake gave him every incentive to push Tesla to levels of transformative growth—Musk stood to gain over $10 billion for every $50 billion in market capitalization increase. Musk had no intention of leaving Tesla, and he made that clear at the outset of the process and throughout this litigation. Moreover, the compensation plan was not conditioned on Musk devoting any set amount of time to Tesla because the board never proposed such a term. Swept up by the rhetoric of “all upside,” or perhaps starry eyed by Musk’s superstar appeal, the board never asked the $55.8 billion question: Was the plan even necessary for Tesla to retain Musk and achieve its goals?
The story is still developing. I will update with more details as I continue going through the lengthy decision, which you can read below.
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MAN Trucks are always good for a headline, but despite the company’s pro-battery bluster they’ve barely managed to get 200 battery electric semi trucks on the road … until now that is: the company announced that series production of its heavy-duty eTruck prime mover is officially underway!
Since then, we’ve talked a bit about MAN’s early BEV customers — but with just 200 trucks on the road, they’ve been few and far between. That’s all set to change now that MAN Executive Board Member for Production Michael Kobriger, together with Manfred Weber, Member of the European Parliament and Chairman of the EPP, gave the go-ahead to start the eTruck production line at the company’s Munich plant.
From now on, both electric and diesel trucks will be produced in a fully integrated mixed production process on the same line, with enough capacity to produce up to 100 eTrucks per day. (!)
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“The start of series production of our electric trucks is historic. It marks a turning point in our history,” explains Vlaskamp, enthusiastically. “The future of MAN begins now, at this very moment. The entire MAN team is proud to be actively shaping the transformation from diesel to electric drive. Our highly efficient electric trucks will make locally emission-free freight transport a reality. This is an enormously important step towards achieving our goal of becoming CO2-neutral by 2050. The fact that we can manufacture the electric trucks on the same production line as our state-of-the-art diesel trucks also gives us enormous flexibility and increases production efficiency.”
MAN says the plant’s maximum capacity is 100 trucks per day, citing about 8 hours to produce one of its heavy-duty semis. The interesting thing, though, is that it doesn’t seem to matter whether those 100 trucks are diesel- or battery-powered.
Flexible assembly
“The production of electric or diesel trucks on a single line can be flexibly adapted to market developments, and the vehicles can be built exactly in the order in which they are ordered by customers. This innovative concept is accompanied by extensive changes along the assembly line as well as in the supply chain and logistics,” says Kobriger, citing that while ICE trucks are initially fitted with axles, tanks and exhaust systems, the electric models are instead fitted with two batteries under the cab together with a “power pack” of electrical components.
All 5,000+ Munich-plant MAN employees have been trained in high-voltage technology in preparation for this “transformation” of the facility. The company says it has 700 of its 740 km (about 450 mile) battery electric trucks already sold, with more sales sure to come as availability ramps up to meet demand.
Electrek’s Take
Historic: eTruck production begins; via MAN.
Betting against Tesla has been bad business for well over a decade now, but with MAN now capable of putting out about as many electric semi trucks in a single day as Tesla has in the last ::checks notes:: eight years since the official launch of the Tesla Semi concept, it’s hard to imagine them catching up — and harder still to see them catching up with Volvo or Renault, each of who have logged tens of millions of electric semi miles in recent years.
That said, Tesla has beaten legacy brands with massive, seemingly insurmountable leads before – but the good news is that, when it comes to EVs, whoever wins, we kind of all win, you know? Even Elon! That’s my take, anyway. Head down to the comments and let me know yours.
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New York City is creating a new department aimed at cracking down on e-bike delivery workers, and critics say it’s the latest move in a growing pattern of targeting micromobility riders instead of the real threats on the road.
Buried inside NYC’s new $116 billion city budget is a plan to hire 45 new unarmed peace officers tasked with enforcing laws against delivery cyclists, particularly those riding e-bikes and mopeds. The new officers will work under the just-announced Department of Sustainable Delivery, a division of the Department of Transportation set to deploy in 2028.
Mayor Eric Adams says the department will help improve street safety and hold delivery app companies accountable for the pressure they put on gig workers. “The newly created Department of Sustainable Delivery is yet another step that we’re taking to support delivery workers, keep pedestrians safe, and hold delivery app companies accountable for placing unrealistic expectations on their workers that put New Yorkers in harm’s way,” Adams explained in a published statement.
But the move is already raising red flags among advocates for delivery workers and cycling safety, who warn that these efforts could lead to increased surveillance and policing of low-income, often immigrant workers, many of whom already operate under grueling conditions just to make ends meet.
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The officers will be trained to issue moving violations and enforce commercial cycling laws, though city officials haven’t clarified exactly how they’ll distinguish between a reckless rider and one simply hustling to meet the often unrealistic delivery windows imposed by apps like Uber Eats, DoorDash, and Grubhub.
While Adams frames the effort as a safety initiative, critics argue it’s another example of micromobility scapegoating. Just last month, he imposed a 15 mph speed limit on e-bikes across the city, in a move that advocates say ignores the realities of urban riding and fails to address the vastly greater danger posed by cars and trucks. The administration also moved to undo a redesign of Bedford Avenue in Brooklyn, rolling back a protected bike lane project that city data showed had improved safety.
Delivery riders in NYC, many of whom are immigrants working long shifts in all weather conditions, overwhelmingly use e-bikes to cover more ground, more quickly. These workers have been essential to the city’s economy, especially during the COVID-19 pandemic. Yet they continue to face increasing scrutiny from law enforcement, often for minor infractions, even as drivers of multi-ton vehicles are rarely held to the same standard.
City Council spokesperson Mara Davis acknowledged the concerns, stating, “There are always concerns about any new policy that could give way to discriminatory policing of delivery workers and immigrants. We remain in discussions with advocates and constructive members of the mayoral administration to advance solutions on e-bike safety, sustainable delivery, and street safety.”
Despite the rhetoric about safety, the data paints a different picture. City statistics show that e-bikes account for less than 4% of traffic-related injuries, and Gothamist pointed out that only six pedestrian fatalities involving e-bike riders were reported between 2021 and 2024. Meanwhile, cars and trucks continue to kill hundreds of New Yorkers every year. But rather than increasing enforcement on reckless drivers or investing more in safe bike infrastructure, the city is spending taxpayer money to police bicycles.
Electrek’s Take
In a city desperately trying to transition to more sustainable forms of transportation, I just don’t think that increasing pressure on the people doing the most riding is the answer. Delivery workers are part of the solution to car dependence, not the problem.
If NYC wants cleaner, safer streets, the focus should be on supporting these riders with safe infrastructure, affordable bikes, and better labor protections – not treating them like traffic scofflaws. Yes, enforcement is important. And yes, dangerous riders should be penalized to the full extent of the law, especially when they pose a real threat to pedestrians. But let’s not pretend like that’s what this about. If we cared about pedestrian safety, we’d be increasing enforcement to prevent the hundreds killed every year by cars in NYC – not the two pedestrians killed by e-bikes.
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China’s EV leader, BYD, just reached another major breakthrough: its smart parking feature now offers L4 autonomy. To sweeten the deal, BYD says it will fully cover any losses associated with the new feature.
BYD becomes the first to achieve L4 smart parking
BYD said it was coming soon. Earlier this week, BYD posted on Weibo that it’s about to launch “the largest-scale smart driving OTA in history.”
On Wednesday, BYD confirmed that its smart parking system now offers L4 autonomy, becoming the first to achieve the feat. In a statement, the company said, “BYD is the first to achieve L4-level smart parking, and the official promise is to provide a safety guarantee.”
The company is also pledging to cover any losses tied to the feature. Instead of going through their insurance company, drivers can contact BYD’s after-sales team to handle the incident.
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All BYD vehicles equipped with its God’s Eye smart driving system can get the upgrade. Earlier this year, the EV maker upgraded 21 of its best-selling vehicles with its God’s Eye system, at no additional cost.
The breakthrough comes after BYD announced earlier this week that there are now over 1 million vehicles on the road with its God’s Eye smart driving system. With L4 smart parking, the vehicle can operate without human interaction under certain conditions.
And that’s not all. BYD also said it’s pushing new OTA updates for its God’s Eye B and C systems. God’s Eye B will gain new functions, including multiple U-turns, detours, and a three-speed parking feature. Meanwhile, God’s Eye C is set to receive front parking and lane change reminders.
BYD’s smart driving system has three levels: A, B, and C. The A system is primarily reserved for the ultra-luxury Yangwang brand, while B is used for Denza and some premium BYD brand models. The God’s Eye C system is used for lower-cost BYD vehicles, such as the Seagull EV, its top seller in China.
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