DOVER, Del. (AP) — A Delaware judge has reaffirmed her ruling that Tesla must revoke Elon Musk’s multibillion-dollar pay package
Chancellor Kathaleen St. Jude McCormick on Monday denied a request by attorneys for Musk and Tesla’s corporate directors to vacate her ruling earlier this year requiring the company to rescind the unprecedented pay package.
McCormick also rejected an equally unprecedented and massive fee request by plaintiff attorneys, who argued that they were entitled to legal fees in the form of Tesla stock valued at more than $5 billion. The judge said the attorneys were entitled to a fee award of $345 million.
The rulings came in a lawsuit filed by a Tesla stockholder who challenged Musk’s 2018 compensation package.
McCormick concluded in January that Musk engineered the landmark pay package in sham negotiations with directors who were not independent. The compensation package initially carried a potential maximum value of about $56 billion, but that sum has fluctuated over the years based on Tesla’s stock price.
Following the original court ruling, Tesla shareholders met in June and ratified Musk’s 2018 pay package for a second time, again by an overwhelming margin.
Defense attorneys then argued that the second vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out, were adamant that Musk is entitled to the pay package. They asked the judge to vacate her order directing Tesla to rescind the pay package.
McCormick, who seemed skeptical of the defense arguments during an August hearing, said in Monday’s ruling that those arguments were fatally flawed.
“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,” McCormick wrote in a 103-page opinion.
The judge noted, among other things, that a stockholder vote standing alone cannot ratify a conflicted-controller transaction.
“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,” she added.
Musk expressed his disagreement with the ruling in a post on X, the social media platform he owns. “Shareholders should control company votes, not judges,” he wrote.
Meanwhile, McCormick found that the $5.6 billion fee request by the shareholder’s attorneys, which at one time approached $7 billion based on Tesla’s trading price, went too far.
“In a case about excessive compensation, that was a bold ask,” McCormick wrote.
Attorneys for the Tesla shareholder argue that their work resulted in the “massive” benefit of returning shares to Tesla that otherwise would have gone to Musk and diluted the stock held by other Tesla investors. They value that benefit at $51.4 billion, using the difference between the stock price at the time of McCormick’s January ruling and the strike price of some 304 million stock options granted to Musk.
While finding that the methodology used to calculate the fee request was sound, the judge noted that the Delaware’s Supreme Court has noted that fee award guidelines “must yield to the greater policy concern of preventing windfalls to counsel.”
“The fee award here must yield in this way, because $5.6 billion is a windfall no matter the methodology used to justify it,” McCormick wrote. A fee award of $345 million, she said, was “an appropriate sum to reward a total victory.”
The fee award amounts to almost exactly half the current record $688 million in legal fees awarded in 2008 in litigation stemming from the collapse of Enron.
FILE - Elon Musk speaks at a campaign rally, Oct. 27, 2024, in New York. (AP Photo/Evan Vucci, File)
NEW YORK (AP) — President-elect Donald Trump will attend the reopening celebration for Notre Dame Cathedral in Paris this weekend, his first foreign trip since the election.
The cathedral is set to reopen Saturday after more than five years of reconstruction following a devastating fire in 2019 that engulfed and nearly destroyed the soaring Paris landmark. The ceremonies being held Saturday and Sunday will be high-security affairs, with about 50 heads of state and government expected to attend.
Trump announced that he will be among them in a post on his Truth Social site Monday evening.
“It is an honor to announce that I will be traveling to Paris, France, on Saturday to attend the re-opening of the Magnificent and Historic Notre Dame Cathedral, which has been fully restored after a devastating fire five years ago,” he wrote. “President Emmanuel Macron has done a wonderful job ensuring that Notre Dame has been restored to its full level of glory, and even more so. It will be a very special day for all!”
The trip will be Trump's first abroad since he won November's presidential election. He traveled to Scotland and Ireland in May 2023, as a candidate, to visit his local golf courses.
Trump was president in 2019 when a massive fire engulfed Notre Dame, collapsing its spire and threatening to destroy one of the world’s greatest architectural treasures, known for its mesmerizing stained glass.
Trump watched the inferno in horror, along with the rest of the world.
“So horrible to watch the massive fire at Notre Dame Cathedral in Paris,” he wrote on what was then named Twitter, offering his advice to the city.
"Perhaps flying water tankers could be used to put it out. Must act quickly!” he wrote.
French officials appeared to respond shortly after, noting that “All means” were being used to extinguish the flames, "except for water-bombing aircrafts which, if used, could lead to the collapse of the entire structure of the cathedral.”
Trump also spoke with Macron and Pope Francis at the time to offer his condolences and said he had offered them “the help of our great experts on renovation and construction.”
Trump and Macron have had a complicated relationship.
During Trump's first term in office, Macron proved to be among the world leaders most adept at managing the American president's whims as he tried to develop a personal connection built in no small part on flattery.
Macron was the guest of honor at Trump's first state dinner and Trump traveled to France several times. But the relationship soured as Trump’s term progressed and Macron criticized him for questioning the need for NATO and raising doubts about America’s commitment to the mutual-defense pact.
As he ran for a second term this year, Trump often mocked Macron on the campaign trail, imitating his accent and threatening to impose steep tariffs on wine and champagne bottles shipped to the U.S. if France tried to tax American companies.
After Trump won another term last month, Macron rushed to win favor with the president-elect. He was among the first global leaders to congratulate Trump — even before The Associated Press called the race in his favor — and beat UK Prime Minister Keir Starmer to the punch in delivering a congratulatory phone call.
"Congratulations, President @realDonaldTrump,” Macron posted on X early on Nov 6. “Ready to work together as we did for four years. With your convictions and mine. With respect and ambition. For more peace and prosperity.”
Macron and other European leaders are trying to persuade Trump not to abandon America’s support for Ukraine in its fight against Russia’s nearly three-year invasion. European leaders hope to convince Trump that a victory by Russia would be viewed as a defeat for the U.S. — and for the incoming president, by extension — hoping to sell him on the need to pursue an end to the war more favorable to Kyiv than he might otherwise seek.
Trump over the weekend announced that he intends to nominate real estate developer Charles Kushner, the father of his son-in-law, Jared Kushner, to serve as ambassador to France. The elder Kushner was pardoned by Trump in December 2020 after pleading guilty years earlier to tax evasion and making illegal campaign donations.
The reopening of Notre Dame will be an elaborate, multi-day celebration, beginning Saturday.
Paris Archbishop Laurent Ulrich will preside at a reopening service that afternoon, banging on Notre Dame’s shuttered doors with his staff to reopen them, according to the cathedral's website.
The archbishop will also symbolically reawaken Notre Dame’s thunderous grand organ. The fire that melted the cathedral’s lead roofing coated the huge instrument in toxic dust. Its 8,000 pipes have been painstakingly disassembled, cleaned and retuned.
Macron will attend and address the VIP guests.
After the service, opera singers Pretty Yende, from South Africa, and Julie Fuchs, from France; Chinese pianist Lang Lang; Paris-born cellist Yo-Yo Ma; Benin-born singer Angelique Kidjo; Lebanese singer Hiba Tawaji and others will perform at a concert Saturday evening, according to the show’s broadcaster, France Télévisions.
On Sunday morning, the Paris archbishop will lead an inaugural Mass and consecration of the new altar.
Nearly 170 bishops from France and other countries will join the celebration, along with priests from all 106 parishes in the Paris diocese. The Mass will be followed by a “fraternal buffet” for the needy.
Ile de la Cité, where the cathedral sits in the middle of the River Seine, will be blocked off to tourists for the events. A public viewing area with room for 40,000 spectators will be set up along the Seine’s southern bank.
French President Emmanuel Macron, center left, and his wife Brigitte Macron, third right, visit the restored interiors of Notre-Dame Cathedral, Friday, Nov.29, 2024 in Paris. (Christophe Petit Tesson, Pool via AP)
A view of the Notre-Dame cathedral as French President Emmanuel Macron visits the restored interiors of the monument, Friday, Nov.29, 2024 in Paris. (Christophe Petit Tesson, Pool via AP)
Paintings are seen inside Notre-Dame de Paris cathedral while French President Emmanuel Macron visits the restored interiors of the monument, Friday Nov. 29, 2024, in Paris. (Stephane de Sakutin, Pool via AP)
