Delaware

Elon Musk’s $56bn pay package from Tesla should have been restored by a vote of the company’s shareholders last year, a Tesla attorney has said to the Delaware Supreme Court in the United States.

The Tesla lawyer made his arguments on Wednesday as one of the biggest corporate legal battles entered its final stage after a lower court judge had in January 2024 rescinded the Tesla CEO’s record compensation. The company is also appealing a ruling by the lower court that rejected as legally invalid a vote by shareholders to restore the pay package.

“This was the most informed stockholder vote in Delaware history,” Jeffrey Wall, an attorney for Tesla, told the justices. “Reaffirming that would resolve this case.”

The case’s outcome could have substantial consequences for the state of Delaware, its widely used corporate law, and its Court of Chancery, a once-favoured venue for business disputes that has recently been accused of hostility towards powerful entrepreneurs.

The Court of Chancery ruling striking down Musk’s pay has become a rallying cry for Delaware critics. Chancellor Kathaleen McCormick ruled that the Tesla board lacked independence from Musk when it approved the pay package in 2018 and that shareholders lacked key information when they voted overwhelmingly in favour of it. As a result, she applied a demanding legal standard and found the pay unfair to investors.

Musk did not attend the arguments, which were held in a special court to accommodate the 65 people in attendance, mostly lawyers.

The defendants, current and former Tesla directors, denied wrongdoing and said McCormick misinterpreted the facts and the law.

Dexit

Tesla argued in Dover, Delaware that the five justices on Delaware’s high court had three avenues to reverse the lower court ruling.

They could find that Musk, who owned 21.9 percent of Tesla stock in 2018, did not control the board pay negotiations and that shareholders were fully informed when they voted to approve it that year. They could determine that rescinding the pay was an improper remedy because it did not undo the work that Musk had done or the gains that shareholders had received. Or they could determine that last year’s vote demonstrated shareholders wanted to accept the pay deal, despite the legal flaws.

“Shareholders in 2024 knew exactly what they were voting for,” Wall said.

Greg Varallo, an attorney for Richard Tornetta, the small investor who brought the case in 2018, said if the court accepted ratification, it would allow a party to change the outcome after a court case had run its course. “Lawsuits would be interminable”, he told the justices.

Varallo tried to convince the justices the lower court ruling was a result of careful fact-finding and based on settled law. “There is nothing extraordinary about this trial opinion,” he said. “What makes it truly extraordinary is that it addresses the largest pay package in human history, awarded to the richest man on earth, who is also one of the most powerful men on earth.”

After the Musk pay ruling, large companies, including Tesla, Dropbox, and the venture capital firm Andreessen Horowitz, switched their legal homes to Texas or Nevada, where courts are friendlier toward directors. Delaware lawmakers responded to the corporate departures, a trend known as “Dexit,” by overhauling its corporate law.

If Musk loses the appeal, he will still reap tens of billions of dollars in stock from the electric vehicle (EV) company, which agreed in August to a replacement deal if his 2018 plan is not restored. Tesla has said the replacement plan will cost $25bn or more in accounting charges.

The company said the replacement award was meant to focus the attention of Musk, who said earlier this year that he was forming a new US political party, on transitioning Tesla to robotics and automated driving. Tesla is now incorporated in Texas, where it is far more difficult for a shareholder to challenge board decisions.

New pay plan

Tesla’s board last month proposed a $1 trillion compensation plan, highlighting confidence in Musk’s ability to steer the company in a new direction, even as Tesla loses ground to Chinese rivals in key markets amid softening EV demand.

The justices are considering the appeal of the pay ruling as well as the $345m legal fee that McCormick ordered Tesla to pay to the attorneys for Tornetta, who held just nine Tesla shares when he sued to block the pay deal. The court typically takes months to rule.

Tesla estimated in 2018 that the stock options plan would be worth $56bn if the company met operational and financial goals, which it did. Because the stock continued to appreciate, the options are currently worth closer to $120bn, by far the largest executive compensation ever. Musk is the world’s richest person with a fortune of around $480bn, according to Forbes.

The defendants have argued that McCormick erred in finding social and business ties to Musk compromised their independence, and said Tesla shareholders were informed of the economic terms of the pay deal before they approved the plan. The directors said she should have reviewed the pay package under the “business judgment” standard, which protects directors from second-guessing by courts.

The directors have long argued the pay package performed as hoped – it focused the attention of Musk, a serial entrepreneur, and he transformed Tesla from a startup into one of the world’s most valuable companies.

WASHINGTON — Former President Biden has decided to build his presidential library in Delaware and has tapped a group of former aides, friends and political allies to begin the heavy lift of fundraising and finding a site for the museum and archive.

The Joe and Jill Biden Foundation this past week approved a 13-person governance board that is charged with steering the project. The board includes former Secretary of State Antony Blinken, longtime adviser Steve Ricchetti, prolific Democratic fundraiser Rufus Gifford and others with deep ties to the one-term president and his wife.

Biden’s library team has the daunting task of raising money for the 46th president’s legacy project at a moment when his party has become fragmented about the way ahead and many big Democratic donors have stopped writing checks.

It also remains to be seen whether corporations and institutional donors that have historically donated to presidential library projects — regardless of the party of the former president — will be more hesitant to contribute, with President Trump maligning Biden on a daily basis and savaging groups he deems left-leaning.

The political climate has changed

“There’s certainly folks — folks who may have been not thinking about those kinds of issues who are starting to think about them,” Gifford, who was named chairman of the library board, told The Associated Press. “That being said … we’re not going to create a budget, we’re not going to set a goal for ourselves that we don’t believe we can hit.”

The cost of presidential libraries has soared over the decades.

The George H.W. Bush library’s construction cost came in at about $43 million when it opened in 1997. Bill Clinton’s cost about $165 million. George W. Bush’s team met its $500 million fundraising goal before the library was dedicated.

The Obama Foundation has set a whopping $1.6 billion fundraising goal for construction, sustaining global programming and seeding an endowment for the Chicago presidential center that is slated to open next year.

Biden’s library team is still in the early stages of planning, but Gifford predicted that the cost of the project would probably “end up somewhere in the middle” of the Obama Presidential Center and the George H.W. Bush Presidential Library and Museum.

Biden advisers have met with officials operating 12 of the 13 presidential libraries with a bricks and mortar presence that the National Archives and Records Administration manages. (They skipped the Herbert Hoover library in Iowa, which is closed for renovations.) They’ve also met Obama library officials to discuss programming and location considerations and have begun talks with Delaware leaders to assess potential partnerships.

Private money builds them

Construction and support for programming for the libraries are paid for with private funds donated to the nonprofit organizations established by the former president.

The initial vision is for the Biden library to include an immersive museum detailing Biden’s four years in office.

The Bidens also want it to be a hub for leadership, service and civic engagement that will include educational and event space to host policy gatherings.

Biden, who ended his bid for a second White House term 107 days before last year’s election, has been relatively slow to move on presidential library planning compared with most of his recent predecessors.

Clinton announced Little Rock, Arkansas, would host his library weeks into his second term. Barack Obama selected Jackson Park on Chicago’s South Side as the site for his presidential center before he left office, and George W. Bush selected Southern Methodist University in Dallas before finishing his second term.

One-termer George H.W. Bush announced in 1991, more than a year before he would lose his reelection bid, that he would establish his presidential library at Texas A&M University after he left office.

Trump taps legal settlements for his

Trump was mostly quiet about plans for a presidential library after losing to Biden in 2020 and has remained so since his return to the White House this year. But the Republican has won millions of dollars in lawsuits against Paramount Global, ABC News, Meta and X in which parts of those settlements are directed for a future Trump library.

Trump has also accepted a free Air Force One replacement from the Qatar government. He says the $400 million plane would be donated to his future presidential library, similar to how the Boeing 707 used by President Ronald Reagan was decommissioned and put on display as a museum piece, once he leaves office.

Others named to Biden’s library board are former senior White House aides Elizabeth Alexander, Julissa Reynoso Pantaleón and Cedric Richmond; David Cohen, a former ambassador to Canada and telecom executive; Tatiana Brandt Copeland, a Delaware philanthropist; Jeff Peck, Biden Foundation treasurer and former Senate aide; Fred C. Sears II, Biden’s longtime friend; former Labor Secretary Marty Walsh; former Office of Management and Budget director Shalanda Young; and former Delaware Gov. Jack Markell.

Biden has deep ties to Pennsylvania but ultimately settled on Delaware, the state that was the launching pad for his political career. He was first elected to the New Castle County Council in 1970 and spent 36 years representing Delaware in the Senate before serving as Obama’s vice president.

The president was born in Scranton, Pennsylvania, where he lived until age 10. He left when his father, struggling to make ends meet, moved the family to Delaware after landing a job there selling cars.

Working-class Scranton became a touchstone in Biden’s political narrative during his long political career. He also served as a professor at the University of Pennsylvania after his vice presidency, leading a center on diplomacy and global engagement at the school named after him.

Gifford said ultimately the Bidens felt that Delaware was where the library should be because the state has “propelled his entire political career.”

Elected officials in Delaware are cheering Biden’s move.

“To Delaware, he will always be our favorite son,” Gov. Matt Meyer said. “The new presidential library here in Delaware will give future generations the chance to see his story of resilience, family, and never forgetting your roots.”

Madhani writes for the Associated Press.