The judge ruling over Elon Musk’s ~$55 billion CEO pay package, which some Tesla shareholders claimed was obtained without following proper governance rules, has decided to reject Tesla’s attempt to reinstate it with a shareholder vote.
Delaware Supreme Court could be next.
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 by misleading shareholders about the fact that the plan was being put together by an independent board and negotiated in good faith.
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.
Earlier this year, Delaware Chancery Court Chief Judge Kathleen St. J. McCormick sided with the shareholders after testimonies from everyone involved in the pay package negotiations, or lack of negotiations, and a thorough investigation of how it came about.
She determined that Musk was in control of the board during the time it granted him the pay package while the board members who approved the package were also granted historically large compensations, which they ended up partly reimbursing as part of a settlement from a separate lawsuit for excessive compensation.
McCormick found many governance irregularities, including the fact that the board members who supposedly negotiated the package were not independent of Musk, and even his personal lead on the compensation was his own divorce lawyer, who he had recently hired to be general counsel at Tesla.
The judge rescinded the compensation package, which included over $50 billion worth of Tesla stock options that the CEO had yet to exercise. She asked Tesla to go back to the drawing board, renegotiate the pay package in good faith, and present it properly to shareholders.
Instead, Tesla disagreed with the judge’s findings around governance issues and decided to present the same package while including the judge’s decision in the updated proposal and having Tesla’s shareholders vote on it again.
In June, Tesla shareholders voted to reapprove the package, albeit at a lower percentage than the original vote.
Tesla’s legal team believed the vote would “ratify” the compensation package and force the judge to vacate her decision to void the pay package. However, both Tesla’s lawyers and most corporate law scholars agreed that this would require a completely new way to address ratification.
McCormick listened to both sides this August, and we were awaiting her decision by the end of the year.
Today, the judge released her decision and she sided against Tesla’s argument again:
“The large and talented group of defense firms got creative with the ratification argument, but their unprecedented theories go against multiple strains of settled law.”
Beyond the ratification problem, the judge also said that she believes Tesla again misrepresented the situation to shareholders in the statements made around the new vote:
“Even if a stockholder vote could have a ratifying effect, it could not do so here due to multiple, material misstatements in the proxy statement.”
On top of her ruling on the compensation, she also ruled against the lawyers for the shareholders, who were asking for a ridiculous $5 billion in Tesla stock as their legal fee. Instead, she awarded them $345 million.
Tesla is likely to contest the ruling, which could move the case to the Delaware Supreme Court.
Electrek’s Take
As I wrote last summer, Elon Musk’s compensation package case will haunt Tesla for years. Even if you believe Musk deserves this package, Tesla’s approach to reinstating it was boneheaded and didn’t follow the law as I, and seemingly the judge and most Delaware corporate law experts, understand it.
Tesla, and more specifically Elon Musk, it’s hard to differentiate the two lately, which is part of the problem, are showing no intention to address their governance issues.
Let’s be clear: Elon could get paid somewhat easily here. Even as much or close to this amount. However, it needs to do it through the proper governance and respect the process.
Instead, Elon prefers to lie to shareholders and present the situation as politically motivated lawfare. It’s nonsense.
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The electric restomod experts at Lunaz have turned their talents towards the classic Rolls-Royce Phantom V limousine – and the result is exactly the kind of smooth, quiet, and luxurious ride RR’s founders would have built.
Rolls-Royce’ founders dedicated their engineering talents to developing cars that were smooth, quiet, and adequately powerful – and they spared no expense. The company Charles Rolls and Henry Royce founded would eventually go on to develop some of the most powerful and celebrated combustion engines of the twentieth century … but the car they wanted to build? It was electric.
“The electric car is perfectly noiseless and clean,” Charles Rolls told The Motor-Car Journal, all the way back in April of 1900. (!) “There is no smell or vibration, and they should become very useful when fixed charging stations can be arranged. But for now, I do not anticipate that they will be very serviceable – at least for many years to come.”
Well, 125 years seems like “many” to – and the talented craftspeople and engineers at Lunaz seem to agree. Meet the Lunaz Rolls-Royce Phantom V limousine.
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It’s glorious
Rolls-Royce Phantom V; via Lunaz.
Lunaz says it’s true to Rolls’ vision “down to the smallest, most indulgent detail.” To that end, the company re-trims the modern heated and ventilated seats in fine leathers, hand-cut and stitched to the buyers’ specifications. In the rear, the center console can be ordered with a built-in cigar humidor, a cocktail bar, or some other custom-spec, lockable storage lined in suede and polished walnut (translation: guns and drugs, probably).
When reimagining the Rolls-Royce Phantom V, (we) started by understanding the essence of its original design. Every component and dynamic was scrutinized to identify where thoughtful innovation could truly elevate the experience. The result is a harmonious blend of modern advancements and original mastery, unlocking new levels of performance, reliability and refinement while honoring Rolls-Royce’ classic soul.
Like the classic Bentley S2 Continental the company revealed in 2023, the big electric Roller is equipped with an 80 kWh battery pack sending electrons to a proprietary Lunaz drivetrain featuring 400 hp worth of electric motors delivering a silky-smooth 530 lb-ft of torque, good for a 0-100 km/h (62 mph) swoosh in about seven seconds. Of course, why you’d ever ask your driver to perform such plebian stunts is simply beyond me.
The transformation and restoration took more than 5,500 man-hours to complete, and involve more than 11,000 new or reconditioned components at a cost of more than £1 million (about $1.35 million US). If you place your order today, you should get yours in 18-24 months.
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Fortescue has taken the wraps off a prototype of its proposed “Infinity Train” electric locomotive, making the 1,100 km (about 685 miles) trip from Perth to the Pilbara and marking a major milestone in the decarbonization of the company’s heavy haul operations.
Co-developed with the locomotive experts at Downer Group, Fortescue revealed its concept for a battery electric “Infinity Train” back in March of 2022. At the time, the company promised a “world’s first” iron ore train capable of fully charging its batteries through regenerative braking. The two companies claimed the clever technology would create a self-sustaining, zero-emission rail system powered entirely by the force of gravity during the train’s loaded downhill travels.
This week, the concept went from the drawing board to the real world, completing an 1,100 km trip across Australia and proving itself to be up to the task of handling the grueling demands of Fortescue’s massive mining operations.
“We’re thrilled to see our battery electric locomotive prototype arrive in the Pilbara,” said Ellie Coates, CEO of Fortescue Zero. She added that the achievement, using zero fossil fuels, “represent(s) a major step in Fortescue’s journey to Real Zero.”
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The Fortescue Infinity Train uses the energy produced by slowing the loaded train on downhill sections of the company’s 385 mile private, heavy-haul rail network to recharge its battery systems. That energy is enough to bring the unloaded train back to the mine, eliminating the need for external charging infrastructure or additional renewable energy sources, making the train almost entirely self-sufficient.
Fortescue says the deployment of the Infinity Train concept at its mines will eliminate more than 82 million liters of diesel fuel consumption (about 21 million gallons, which ChatGPT tells me amounts to about 235,200 tons of CO₂ emissions).
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A new study by the Pembina Institute shows that a third of the commercial trucks and vans on Toronto’s roads are ready to electrify today – while nearly half could be electrified by 2030.
A new analysis by the Pembina Institute titled Electrifying Fleet Trucks: A case study estimating potential in the GTHA finds that as many as a third of trucks in the Greater Toronto and Hamilton Area (GTHA) could go electric today, rising to more than half by early 2030s — insulating businesses from rising fuel costs and reducing harmful air pollution that drives up health care costs. What’s more, the report found that battery range and charging access are less of a barrier than expected.
“Real-world travel data from Canadian trucks, collected over summer and winter months, shows that electrification is possible today,” says Chandan Bhardwaj, Senior Analyst at the Pembina Institute. “In fact, with a staggered approach, the GTHA — home to over half the province’s vehicle stock — could reach 50% sales for lighter trucks by 2030, helping offset lower adoption rates for heavier trucks.”
So, what’s holding back electric vehicle adoption? According to the study’s authors, it’s a matter of public policy. But without the right policies in place, the study argues, businesses face unnecessary hurdles in making the switch.
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“Our analysis shows that Ontario has a clear path to accelerating the transition to zero-emission trucks — unlocking economic opportunities, improving public health and positioning itself as a leader in clean transportation,” says Adam Thorn, Transportation Director at the Pembina Institute. “With the right policies in place, businesses can reap the benefits of lower costs while the province strengthens its manufacturing sector and energy security.”
We already knew this
Schneider electric semis charging in El Monte, CA; via NACFE.
CARB staff believe that several heavy-duty ZE vocational trucks are ready to be electrified because of their low daily mileage demands (<100 mi). Long-haul Class 8 trucks continue to be a challenge to fully electrify because of the long operation range (300+ mi) and on-demand charging need.
In fact, the California study came to almost the exact conclusion that the Toronto study did when examining the heavy-duty Class 7 and 8 EV market. Which is to say: it’s not a question of capability, but a question of availability.
“The availability of on-road heavy-duty ZE trucks has increased in recent years,” reads the report. “But their numbers remain significantly lower than their diesel and natural gas counterparts. As of 2022, an estimated 2,300 on-road ZE medium- and heavy-duty vehicles are operating in California, with the vast majority located in South Coast Air Bassin (Figure 1). On-road heavy-duty ZE transit buses account for the majority of all on-road heavy-duty ZEVs in California, but, as of 2023, sales of ZE heavy-duty trucks and medium-duty step vans have outpaced other vocations, indicating that these vehicles will be more prevalent in fleets in the near future.”
Businesses can save up to 40% of fuel and maintenance costs by switching to electric trucks.
Electric trucks eliminate tailpipe emissions, cutting harmful air pollution and improve public health.
Traffic related air pollution in the Greater Toronto and Hamilton Area leads to 700 premature deaths and 2,800 hospitalizations every year, costing health care system $4.6 billion annually.
Ontario’s Driving Prosperity plan highlights the need for increased electrification, while the City of Toronto is targeting 30% of all registered vehicles to be electric by 2030.
Governments worldwide are embracing electrification, setting ambitious sales targets for zero-emission vans and trucks.
By 2030, jurisdictions like Europe, China, California, British Columbia and Quebec aim for about 35% of new truck sales to be zero-emission, ramping up to nearly 100% by 2040.
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