Tesla board silent as investors await next steps after court revokes Elon Musk’s $56 billion pay package
Elon Musk, CEO of Tesla and X, speaks at the Atreju political convention organized by Fratelli d’Italia (Brothers of Italy), in Rome, Dec. 15, 2023.
Antonio Masiello | Getty Images
Two weeks after a Delaware court ruled that Tesla must rescind Elon Musk’s $56 billion pay package, the company’s board remains mum on what the decision means for shareholders or what’s next for the mercurial CEO.
In her 200-page opinion on Jan. 30, Chancellor Kathaleen McCormick called the pay plan the largest in public corporate history, and said it was agreed upon by people “who were beholden to Musk.” Since then, Musk has lashed out at the court, posted “Never incorporate your company in the state of Delaware” on his social media platform X, and said Tesla would hold a shareholder vote to move its site of incorporation to Texas.
Tesla hasn’t yet issued an SEC filing to notify shareholders of the ruling.
The decision came shortly after Musk indicated that he’s pushing for even more control of Tesla, posting on X in mid-January that he wanted roughly 25% voting control before turning the company into a leader in artificial intelligence and robotics. Musk is already building an AI company called xAI outside of Tesla.
The next step in the compensation case is an “implementing order” that will be hashed out between the court, Musk’s team and the lawyers representing shareholder Richard Tornetta, a former heavy metal drummer who was the plaintiff in the 2018 lawsuit filed on behalf of all Tesla investors.
As shareholders await answers, Tesla’s eight-person board, which includes Musk, his brother Kimbal, Chairwoman Robyn Denholm and former Tesla technology chief JB Straubel, has stayed silent, avoiding any public comments.
CNBC sent requests for additional information to Tesla investor relations, Musk and some board members. They all went unanswered.
Greg Varallo, who was lead counsel for Tornetta and is head of the Delaware office of Bernstein Litowitz Berger & Grossmann, told CNBC that theoretically Musk and his legal team could still pursue a last-minute settlement. While Varallo said he has no knowledge of Musk’s plans, he said he expects Musk to appeal the decision to the Delaware state Supreme Court.
“I’d give you very high odds on that,” Varallo said.
Kobi Kastiel, a law professor at Tel Aviv University, also predicts that Musk will appeal the ruling. Kastiel wasn’t involved in the litigation but he co-authored a 2023 paper in the Washington University Law Review titled “Superstar CEOs and Corporate Law” that was cited in McCormick’s ruling.
“Given the high stakes involved, it is likely that Tesla will appeal the decision,” Kastiel said in an email. In the absence of a successful appeal, “any new compensation arrangement with him will have to be assessed” in light of McCormick’s decision, Kastiel said.
‘Bunch of options would be returned’
In the 2018 CEO compensation plan, Tesla’s board awarded Musk a dozen tranches of stock options that would finish vesting in 2022 and were based on milestones, including many focused on stock price increases.
Between the beginning of 2018 and the end of 2022, Tesla shares soared almost 500% as Musk promised to turn Tesla into not just a dominant EV brand, but a robotaxi company and solar juggernaut, among other things. The S&P 500 gained 44% over that stretch, while the Nasdaq rose 52%.
Eric Talley, a professor at Columbia Law School, told CNBC that, should the ruling stand, Musk will lose his options but not any shares he previously held. The move would decrease the number of shares outstanding, potentially bolstering the value of each share held by investors.
“A bunch of options would be returned to Tesla’s coffers, which is hugely accretive to stock value,” said Talley, who wasn’t involved in the case. On the other hand, Talley pointed out, “Tesla has a very grumpy CEO who might want to take his ball and go home. Thus far, trading suggests those two factors have been a wash.”
Tesla shares are down slightly since the Delaware court’s decision in late January. They’re down close to 25% for the year, while major indexes are up.
Musk voiced a strong preference for moving his businesses out of Delaware following the court’s decision, and encouraged others to do so as well.
He moved the incorporation location for his brain computer interface company, Neuralink, from Delaware to Nevada, filings revealed last week. He’s also been a big proponent of Texas in recent years, personally relocating there from California, and building massive complexes for SpaceX and Tesla in the state, which has no personal income taxes and a much lower business tax rate.
Author Walter Isaacson, who published a 688-page biography on Musk last year, told CNBC’s “Squawk Box” on Monday that if the ruling doesn’t get overturned, “it’s going to hurt Delaware.”
“People will say, ‘Wait, wait, you mean five years after something happens, eight years after something happens, you’ll go back and undo it?'” Isaacson said.
Tulane Law School professor Ann Lipton had a different take.
“It’s a very thorough opinion and the Supreme Court should give great deference to the factual findings of the trial court,” Lipton said.
In terms of what shareholders should ask of Tesla’s board now, Kastiel said, “Tornetta and recent media reports on Musk have emphasized the importance of accurate and detailed disclosure of the ties between controlling shareholders and directors.”
There’s a more fundamental concern at play, Kastiel said, regarding corporate governance in cases where a “superstar CEO” is running the show.
“As long as the CEO is perceived as a star and the company depends on the CEO’s vision and leadership, even nominally independent directors — those without strong ties to the CEO — will have difficulty monitoring the CEO’s conduct,” he said.
Kastiel also said that the decision likely makes Musk and Tesla more vulnerable to other types of lawsuits.
“Plaintiffs may have a better chance of advancing their claims by potentially leveraging the Tornetta findings to argue that the majority of the Tesla board is not independent of Musk,” he said. “To mitigate this risk, Tesla will need to significantly enhance the independence of its board and nominate new independent directors who do not have strong ties to Musk.”
WATCH: Elon Musk has a lot of ‘incoming missiles’ from all sides, says Isaacson
In just 17 days after launch, Temu surpassed Instagram, WhatsApp, Snapchat and Shein on the Apple App Store in the U.S., according to Apptopia data shared with CNBC.
Stefani Reynolds | Afp | Getty Images
Chinese online retailer Temu, whose “Shop like a billionaire” marketing campaign made its way to last year’s Super Bowl, has dramatically slashed its online ad spending in the U.S. and seen its ranking in Apple’s App Store plunge following President Donald Trump’s sweeping tariffs on trade partners.
Temu, which is owned by Chinese e-commerce giant PDD Holdings, had been on an online advertising blitz in recent years in a bid to attract deal-hungry American shoppers to its site. With hefty spending on TV ads as well across Facebook, the company promoted clothing, jewelry, home goods and electronics at bargain basement prices.
The strategy was so effective that Temu topped Apple’s list of the most downloaded free apps in the U.S. for the past two years. Downloads of Temu on Apple’s App Store have fallen 62% in recent days, according to data from SimilarWeb, a digital data and analytics company. Ads for 50-cent eyebrow trimmers and $5 t-shirts that used to blanket Google search results and Facebook feeds have all but disappeared.
President Trump’s tariffs have upended Temu’s business model, along with its advertising strategy. Packages shipped from China are now subject to a tariff rate of 145%, while the de minimis provision, which allows shipments worth less than $800 to enter the country duty-free, is set to go away on May 2.
Temu and Shein, a fast-fashion marketplace with ties to China, plan to raise their prices in response to the tariffs. Both companies posted notices to their websites in recent days that warned they’ll be raising prices late next week.
“Due to recent changes in global trade rules and tariffs, our operating expenses have gone up,” Temu said on its site. “To keep offering the products you love without compromising on quality, we will be making price adjustments starting April 25, 2025.”
Sellers on Amazon’s third-party marketplace, many of whom source their products from China, have said they’re considering raising prices as they reckon with higher costs from the tariffs. Many businesses on TikTok Shop, the social media app’s marketplace, also count on Chinese manufacturers for their items.
Amazon launched a competitor to Temu last November, called Amazon Haul, which features items under $20 that are largely from China.
The Temu app is now No. 69 in a list of the top free apps in the U.S., after consistently ranking in the top 10, according to data from Sensor Tower. Shein is currently at 42, down from 15 last month. PDD’s shares that trade in the U.S. have plummeted 22% this month, compared to the Nasdaq’s 6% drop. Shein is privately held.
Rival Chinese retailers have subsequently risen to the top of the app store ranks, including Beijing-based wholesaler DHgate, which surged to the No. 2 top free iPhone app in the U.S., and Alibaba‘s Taobao, which ranked No. 7. Bloomberg reported on Tuesday that viral videos promoting their cheap products have spurred the download frenzy.
A separate analysis by SimilarWeb showed Temu’s paid traffic, or search, display and social media advertising that drove visits to its website, has dropped 77% since April 11. Temu’s paid traffic previously outpaced nonpaid traffic to its website by 2 1/2 times, Ben Parkes, a consumer goods and retail analyst at Similarweb, said in an interview.
Marketing firm Tinuiti found that 20% of U.S. Google Shopping ad impressions were bought by Temu on April 5. A week later, that number had fallen to zero. By comparison, Shein’s impressions remained at 17% on April 12, while 60% of impressions were bought by Amazon.
Representatives from Temu and Shein didn’t immediately respond to requests for comment.
Temu was previously one of Meta’s largest advertisers, but it appears to have dramatically scaled back its spending on the platform. As of Wednesday, Temu is running six ads across Meta platforms in the U.S., a review of Meta’s ad library shows. Temu is running approximately 27,000 ads across Meta sites and apps globally, particularly in Europe and the U.K.
That could be troublesome for Meta’s advertising business, which has gotten a significant boost from the discount retailer. Advertising analyst Brian Wieser at Madison and Wall estimated that more than $7 billion of Meta’s $132 billion in ad revenue in 2023 came from China. Meta is scheduled to report first-quarter results on April 30.
E-commerce analyst Juozas Kaziukenas said he expects Temu to turn its ads back on in the U.S. at some point, but that the company appears to be shifting its dollars to other markets in the interim.
“It doesn’t mean Temu usage has dropped as significantly as the app did,” Kaziukenas said in an email. “But it means that new user acquisition is gone.”
WATCH: Amazon CEO Andy Jassy says sellers will pass cost of tariffs on to consumers
Lisa Su, CEO of AMD, attends the Artificial Intelligence Action Summit at the Grand Palais in Paris, Feb. 10, 2025.
Benoit Tessier | Reuters
Shares of Advanced Micro Devices slid more than 5% on Wednesday after the company said it could incur charges of up to $800 million for exporting its MI308 products to China and other countries.
“The Company expects to apply for licenses but there is no assurance that licenses will be granted,” AMD said in the filing with the Securities and Exchange Commission.
The new U.S. license requirement, which applies to exports of certain semiconductor products, would hit inventory, purchase commitments and related reserves, AMD said in the filing.
AMD is one of the companies that builds the hardware behind the artificial intelligence boom. The company claims its AMD Instinct MI300 Series accelerators are “uniquely well-suited to power even the most demanding AI and HPC workloads,” according to its website.
It generated a “record” revenue of $25.8 billion in 2025, according to its February earnings release, but the new export restrictions could slow growth.
AMD one month stock chart.
Nvidia, an AMD competitor, released a similar disclosure on Tuesday. The company said it will take a quarterly charge of about $5.5 billion for exporting H20 graphics processing units.
China is Nvidia’s fourth-largest region by sales, after the U.S., Singapore, and Taiwan, according to the company’s annual report. More than half of its sales went to U.S. companies in its fiscal year that ended in January.
–CNBC’s Kif Leswing and Jordan Novet contributed to this report.
-
Sports2 years ago‘Storybook stuff’: Inside the night Bryce Harper sent the Phillies to the World Series
-
Sports1 year agoStory injured on diving stop, exits Red Sox game
-
Sports1 year agoGame 1 of WS least-watched in recorded history
-
Sports2 years agoMLB Rank 2023: Ranking baseball’s top 100 players
-
Sports4 years ago
Team Europe easily wins 4th straight Laver Cup
-
Environment2 years agoJapan and South Korea have a lot at stake in a free and open South China Sea
-
Environment2 years agoGame-changing Lectric XPedition launched as affordable electric cargo bike
-
Business3 years agoBank of England’s extraordinary response to government policy is almost unthinkable | Ed Conway