Overview

• Tesla attorney Jeffrey Wall argued the 2024 shareholder ratification was the most informed vote in Delaware history and should restore the compensation package.
• Plaintiff’s lawyer Greg Varallo warned that allowing post-trial ratification would let parties upend final outcomes, telling the justices that lawsuits would be interminable.
• Chancellor Kathaleen McCormick’s 2024 ruling voided the pay after finding the board lacked independence and shareholders lacked key information when they first approved it.
• The justices are also reviewing a $345 million fee award to the shareholder’s attorneys, with a decision expected after months of deliberation.
• If the appeal fails, Tesla has a replacement deal that would still grant Musk tens of billions in stock, even as the original options are now estimated to be worth roughly $120 billion.