Delaware Supreme Court Reinstates Musk’s Tesla Pay Package, Awards $1 in Damages

Overview

• In a per curiam decision issued December 19, 2025, the court reversed the Court of Chancery’s rescission of the 2018 12‑tranche options and focused its holding solely on remedy.
• The justices called rescission an extreme remedy and found status‑quo‑ante restoration impossible because Musk had performed for six years, milestones were achieved, and stockholders had received benefits.
• Because the plaintiff sought only rescission and built no record for tailored monetary relief, the court entered nominal damages of $1.
• Plaintiff’s counsel will be paid on a quantum meruit basis with a four‑times lodestar multiplier, replacing the trial court’s percentage‑of‑benefit fee award that had reached $345 million.
• The opinion noted “varying views” on breach findings, left broader liability and controlling‑stockholder questions unresolved, and did not decide the effect of a 2024 stockholder ratification vote.