The first time around, judge Kathaleen McCormick of the Delaware court of chancery got it right. The $56bn pay package awarded by Tesla to Elon Musk in 2018 was indeed a governance abomination, a stitch-up in which ordinary shareholders weren’t told about the “deeply flawed” process whereby a “superstar ceo” secured wildly over-the-top terms from pliant directors.
Her closely argued ruling in January spelt it out in persuasive detail. The company had “inaccurately described key directors as independent and misleadingly omitted details about the process”. Ira Ehrenpreis, the lead director negotiating for Tesla, had a 15-year business relationship with Musk. Another member of the working group regularly went on holiday with Musk’s family. A third was the company’s general counsel and Musk’s former divorce lawyer.
