Elon Musk’s Tesla Sets 3% Standard to Prevent Derivative Lawsuits

On May 16th, 特斯拉 sent a filing to the U.S Securities and Exchange Commission updating Tesla corporate bylaws, stating that no shareholder who has ownership under 3% is allowed to sue the company, any directors, or executives for breach of fiduciary duties, reports 路透社

Impact on Tesla Shareholder Rights

The amendment increases limitations on shareholder rights and the ability to uphold a derivative lawsuit. As of last week, 3% in Tesla shares is worth more than $30 billion, equating to 97 million shares in the company. 

In 2018 Richard Tornetta, an owner of 9 shares, sued 埃隆-马斯克 among a handful other executives on behalf of Tesla. Tornetta claimed the $56 billion pay package Musk was to receive was unfair and that the board had failed their duties by approving the receival of this pay package.

January 2024, Delaware Chancery Court Chancellor Kathaleen McCormick, ruled that the 56 billion dollar compensation plan be rescinded. Becoming the largest modification in U.S corporate history.

Tesla Cybertrucks Lined Up. Photo Courtesy Of Sawyer Merritt / X.
Tesla Cybertrucks lined up. Photo courtesy of Sawyer Merritt / X.

Texas Regulations Benefits Elon Musk

Following this ruling, Musk moved the company’s site of incorporation from Delaware to Texas in June 2024, where a bill was passed giving companies the ability to set 3% ownership thresholds, to protect against derivative claims. Stating to “Never incorporate your company in the state of Delaware”. Additionally, Tesla shareholders voted again to reinstate the pay package, which was rejected by the judge, on the grounds that it reversed her ruling.

Elon Musk has since then appealed the ruling, still aiming to receive his $56 billion, through a new court case with the Delaware State Supreme Court. Claiming that the lower court judge made legal mistakes in the ruling. Musk has said that he wants a greater stake in Tesla, with better compensation to keep his attention on the company, or he will begin to develop products outside of Tesla. 

It has recently been reported by the 金融时报, that a smaller committee composed of Robyn Denholm, Tesla board chair, and Kathleen Wilson-Thompson, an independent board member, is now in the process of forming a new stock options package for Musk’s compensation. The updated deal would possibly be tied to benchmarks surrounding financial and operational goals and performance.

Photo courtesy of Reuters


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Haye Kesteloo
Haye Kesteloo

Haye Kesteloo 是以下网站的创始人和主编 EVXL.co他在该网站报道所有与电动汽车相关的新闻,涉及的品牌包括特斯拉、福特、通用、宝马、日产等。他在无人机新闻网站 DroneXL.co.您可以通过以下方式联系 Haye:haye @ evxl.co 或 @hayekesteloo.

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