lawrence’s Substack
[Preliminary Note: there has been lots of action in the Tornetta v. Musk case since the Chancellor’s January 30 ruling rescinding the 2018 options grant to Elon Musk. I intend, within the next few days, to write a post detailing the latest developments.]
I write again about the Tornetta v. Musk decision in January that voided the 2018 compensation package granted to Elon Musk, and about the Tesla board’s attempt to undo the result. For those just joining our program, you can read my thoughts about the Tornetta decision here and here, and about the board’s restoration effort here and here.
My focus in this post is not the massive breach of fiduciary duty inherent in the effort. I have discussed that before, and may yet do so again.
Rather, my focus is on the question of why the Tesla board chose to attempt a “ratification” of the 2018 package rather than starting from scratch with a new grant. After all, the ratification effort has some painfully obvious problems:
