Counsel for Bell and a representative for Tesla did not immediately respond to requests for comment late Thursday.
In a 200-page ruling in January, Chancellor Kathaleen St. J. McCormick found that “Musk dictated the timing” of the compensation-setting process and made last-minute changes to the timeline and substantive terms during board meetings. The court determined that Tesla’s directors approved the compensation plan through a flawed process, influenced by a board controlled by Musk.
Despite arguments from Tesla and its directors that Musk’s ambitious goals were crucial for Tesla’s success, the court concluded that these facts did not justify the largest compensation plan in public market history. Following the court’s decision, Musk tweeted: “Never incorporate your company in the state of Delaware.”
Last week, Chancellor McCormick ensured that Tesla would not evade state corporate law jurisdiction or a potentially substantial stockholder attorney fee dispute by rushing votes on the compensation plan and reincorporation in Texas.
