Elon Musk must give up a compensation package awarded by Tesla’s board of directors that is potentially worth more than $55bn (£43.4bn), a judge has ruled.
The Delaware court decision comes five years after a shareholder lawsuit targeted the Tesla chief executive and the directors. The company is incorporated in the state, with oversight for the tech giant resting there.
The defendants were accused of breaching their duties, resulting in a waste of corporate assets and unjust enrichment of Mr Musk.
Lawyers for the plaintiffs argued that the pay package was dictated by Mr Musk and was the product of sham negotiations with directors who were not independent.
Defence lawyers said the compensation package was fairly negotiated by a committee of independent directors, contained lofty performance milestones, and was affirmed by a shareholder vote that was not even required.
A lawyer for Mr Musk and other other Tesla defendants did not immediately respond to an email seeking comment.
Mr Musk reacted to the ruling on X, the social media platform he owns, by telling his followers: “Never incorporate your company in the state of Delaware.”
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He then went on launch a poll asking if he should incorporate Tesla in Texas, where the company’s largest physical presence is.
During a trial in November 2022, Mr Musk denied that he dictated terms of the compensation package or attended any meetings at which the plan was discussed by the board, its compensation committee, or a working group that helped develop it.
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However, the judge determined that because he was a controlling shareholder with a potential conflict of interest, the pay package must be subject to a more rigorous standard.
“The process leading to the approval of Mr Musk’s compensation plan was deeply flawed,” Chancellor [judge] Kathaleen St Jude McCormick wrote.
“Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf.”
Ms McCormick specifically cited Mr Musk’s long business and personal relationships with compensation committee chairman Ira Ehrenpreis and fellow committee member Antonio Gracias.
She also noted that the working group negotiating the pay package included general counsel Todd Maron who was Mr Musk’s former divorce attorney.
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Tesla car ‘spontaneously’ catches fire
“In fact, Maron was a primary go-between for Musk and the committee, and it is unclear on whose side Maron viewed himself,” the judge wrote. “Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.”
Ms McCormick concluded that the only suitable remedy was for Mr Musk’s compensation package to be rescinded.
“In the final analysis, Musk launched a self-driving process, recalibrating the speed and direction along the way as he saw fit,” she wrote. “The process arrived at an unfair price. And through this litigation, the plaintiff requests a recall.”
Sam Moore, who sang Soul Man and other 1960s hits in the legendary Sam & Dave duo, has died aged 89.
Moore, who influenced musicians including Michael Jackson, Al Green and Bruce Springsteen, died on Friday in Coral Gables, Florida, due to complications while recovering from surgery, his publicist Jeremy Westby said.
No additional details were immediately available.
Moore was inducted with Dave Prater, who had died in a 1988 car crash, into the Rock and Roll Hall of Fame in 1992.
The duo, at the Memphis, Tennessee-based Stax Records, transformed the “call and response” of gospel music into a frenzied stage show and recorded some of soul music’s most enduring hits, including Hold On, I’m Comin’.
Many of their records were written and produced by the team of Isaac Hayes and David Porter and featured the record label’s house band Booker T & the MGs.
Sam & Dave faded after their 1960s heyday but Soul Man hit the charts again in the late 1970s when the Blues Brothers, John Belushi and Dan Aykroyd, recorded it with many of the same musicians.
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Moore had mixed feelings about the hit becoming associated with the Saturday Night Live stars, remembering how young people believed it originated with the Blues Brothers.
Sam & Dave broke up in 1970 and neither had another major hit.
Moore later said his drug habit played a part in the band’s troubles and made record executives wary of giving him a fresh start.
He married his wife Joyce in 1982, and she helped him get treatment for his addiction that he credited with saving his life.
Moore spent years suing Prater after his former partner hired a substitute and toured as the New Sam & Dave.
He also lost a lawsuit claiming the pair of aging, estranged singers in the 2008 movie Soul Men was too close to the duo.
In another legal case, he and other artists sued multiple record companies and the American Federation of Television and Radio Artists in 1993, claiming he had been cheated out of retirement benefits.
Despite his million-selling records, he said in 1994 his pension amounted to just 2,285 US dollars (£1,872), which he could take as a lump sum or in monthly payments of 73 US dollars (£60).
“Two thousand dollars for my lifetime?” Moore said at the time. “If you’re making a profit off of me, give me some too. Don’t give me cornbread and tell me it’s biscuits.”
Moore wrote Dole Man, based on Soul Man, for Republican Bob Dole’s 1996 presidential campaign and was one of the few entertainers who performed at President Donald Trump’s inaugural festivities in 2017.
Eight years earlier, he objected to Democratic presidential candidate Barack Obama’s use of the song Hold On, I’m Comin’ during his campaign.
The fires that have been raging in Los Angeles County this week may be the “most destructive” in modern US history.
In just three days, the blazes have covered tens of thousands of acres of land and could potentially have an economic impact of up to $150bn (£123bn), according to private forecaster Accuweather.
Sky News has used a combination of open-source techniques, data analysis, satellite imagery and social media footage to analyse how and why the fires started, and work out the estimated economic and environmental cost.
More than 1,000 structures have been damaged so far, local officials have estimated. The real figure is likely to be much higher.
“In fact, it’s likely that perhaps 15,000 or even more structures have been destroyed,” said Jonathan Porter, chief meteorologist at Accuweather.
These include some of the country’s most expensive real estate, as well as critical infrastructure.
Accuweather has estimated the fires could have a total damage and economic loss of between $135bn and $150bn.
“It’s clear this is going to be the most destructive wildfire in California history, and likely the most destructive wildfire in modern US history,” said Mr Porter.
“That is our estimate based upon what has occurred thus far, plus some considerations for the near-term impacts of the fires,” he added.
The calculations were made using a wide variety of data inputs, from property damage and evacuation efforts, to the longer-term negative impacts from job and wage losses as well as a decline in tourism to the area.
The Palisades fire, which has burned at least 20,000 acres of land, has been the biggest so far.
Satellite imagery and social media videos indicate the fire was first visible in the area around Skull Rock, part of a 4.5 mile hiking trail, northeast of the upscale Pacific Palisades neighbourhood.
These videos were taken by hikers on the route at around 10.30am on Tuesday 7 January, when the fire began spreading.
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At about the same time, this footage of a plane landing at Los Angeles International Airport was captured. A growing cloud of smoke is visible in the hills in the background – the same area where the hikers filmed their videos.
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The area’s high winds and dry weather accelerated the speed that the fire has spread. By Tuesday night, Eaton fire sparked in a forested area north of downtown LA, and Hurst fire broke out in Sylmar, a suburban neighbourhood north of San Fernando, after a brush fire.
These images from NASA’s Black Marble tool that detects light sources on the ground show how much the Palisades and Eaton fires grew in less than 24 hours.
On Tuesday, the Palisades fire had covered 772 acres. At the time of publication of Friday, the fire had grown to cover nearly 20,500 acres, some 26.5 times its initial size.
The Palisades fire was the first to spark, but others erupted over the following days.
At around 1pm on Wednesday afternoon, the Lidia fire was first reported in Acton, next to the Angeles National Forest north of LA. Smaller than the others, firefighters managed to contain the blaze by 75% on Friday.
On Thursday, the Kenneth fire was reported at 2.40pm local time, according to Ventura County Fire Department, near a place called Victory Trailhead at the border of Ventura and Los Angeles counties.
This footage from a fire-monitoring camera in Simi Valley shows plumes of smoke billowing from the Kenneth fire.
Sky News analysed infrared satellite imagery to show how these fires grew all across LA.
The largest fires are still far from being contained, and have prompted thousands of residents to flee their homes as officials continued to keep large areas under evacuation orders. It’s unclear when they’ll be able to return.
“This is a tremendous loss that is going to result in many people and businesses needing a lot of help, as they begin the very slow process of putting their lives back together and rebuilding,” said Mr Porter.
“This is going to be an event that is going to likely take some people and businesses, perhaps a decade to recover from this fully.”
The Data and Forensics team is a multi-skilled unit dedicated to providing transparent journalism from Sky News. We gather, analyse and visualise data to tell data-driven stories. We combine traditional reporting skills with advanced analysis of satellite images, social media and other open source information. Through multimedia storytelling we aim to better explain the world while also showing how our journalism is done.