Tesla shareholder legal professionals who fought towards Elon Musk’s pay package deal argue their case for $7 billion inventory fee: ‘We are simply asking for a slice of the value pie we created’

Jul 9, 2024 | blog

A Delaware choose heard arguments Monday over a large and unprecedented charge request by legal professionals who efficiently argued {that a} huge and unprecedented pay package deal for Tesla CEO Elon Musk was unlawful and ought to be voided.

Attorneys for a Tesla stockholder who challenged Musk’s 2018 compensation package deal are asking Chancellor Kathaleen St. Jude McCormick to award them authorized charges within the type of inventory within the electrical car firm valued at greater than $7 billion at present buying and selling costs. The 2018 compensation package deal for Musk that was rescinded by the choose was probably value greater than $55 billion.

After a full day of expert-witness testimony and arguments by attorneys, McCormick gave no indication on when she would rule on the charge request.

The charge quantity sought by plaintiffs’ attorneys dwarfs the present file $688 million in authorized charges awarded in 2008 in litigation stemming from the collapse of Enron.

Attorneys for the Tesla shareholder argue that their work resulted within the “massive” good thing about returning shares to Tesla that in any other case would have gone to Musk and diluted the inventory held by different Tesla buyers. They worth that profit at $51.4 billion, utilizing the distinction between the inventory worth on the time of McCormick’s January ruling and the strike worth of some 304 million inventory choices granted to Musk.

Attorney Greg Varallo informed McCormick that he and his fellow plaintiff legal professionals have been merely asking for “a slice of the value pie we created.”

“We did battle with the very best,” Varallo added. “Litigation against Tesla is never easy. There are companies who play by the rules every day, and then there are companies like Tesla.”

The plaintiff attorneys argue that their charge request is “conservative” underneath Delaware regulation. Instead of a typical 33% charge restoration, they word that they’re searching for solely 11% of the shares now out there to Tesla as the results of Musk’s choices being rescinded by McCormick’s ruling. The choose agreed with the shareholder legal professionals’ argument that Musk engineered the landmark 2018 pay package deal in sham negotiations with administrators who weren’t impartial.

Following the court docket ruling, Tesla shareholders met in June and ratified Musk’s 2018 pay package deal for a second time. McCormick made clear, nonetheless, that the June vote wouldn’t be thought of in figuring out the request for lawyer charges. It as an alternative would be the topic of a separate listening to in early August.

Meanwhile, some opponents of the charge request argue that the plaintiff attorneys deserve no charge in any respect as a result of they didn’t bestow any financial profit on Tesla and as an alternative might have even harmed the corporate. Opponents contend that the purported reversal of share dilution amongst Tesla stockholders is just not a profit to the Austin, Texas-based firm itself and can’t be used to justify the charge request. They additionally word that the charge request fails to quantify or subtract potential adverse penalties of the ruling, together with the necessity to discover a new method to compensate Musk for six years of non-salaried service to Tesla since 2018.

“The market did not react like this rescission remedy bestowed any benefit,” protection lawyer John Reed informed McCormick, noting that Tesla’s market capitalization dropped by $15 billion after her ruling.

Some critics argue that any charge award ought to be primarily based solely on the variety of hours the plaintiff attorneys labored, and an inexpensive hourly price. Adding a multiplier to incentivize attorneys who work on a contingency foundation in company disputes may additionally be acceptable, they’ve advised. That method may nonetheless lead to a charge award of tens of hundreds of thousands of {dollars}. The present charge request equates to an hourly price of about $288,000 for plaintiff attorneys and would lead to an “unwholesome windfall,” in keeping with opponents.

Acknowledging the criticism that the charge request has obtained, plaintiff attorneys in a current court docket submitting proposed another charge construction. Under that state of affairs, they might be keen to simply accept $1.44 billion in money, equating to an hourly charge of about $74,000.

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