The biggest FAFO story in human history has reached its inglorious end. It was also a major signal of shifting momentum. The New York Times ran the story below the headline, “Elon Musk’s 2018 Tesla Pay Deal Is Restored by Delaware Supreme Court.” The sub-headline explained, “A state judge had invalidated the package, saying shareholders were not properly informed about it. Friday’s ruling cleared the plan, now worth $139 billion.”
In 2017, Telsa’s shareholders approved a pay package for Mr. Musk that included a performance bonus if he achieved certain financial milestones. Under the deal, Musk would get a whopping $59 billion in extra stock, but only if the company succeeded in certain measurable ways. Seven anti-Musk activists —holding around 1 share of stock each— sued in Delaware, the state where Tesla was first incorporated.
A Delaware judge shocked the international business world by yeeting Musk’s bonus —which had been approved both by the board and a majority of shareholders— as unfair. So much for democracy. The appeals court agreed, and the case went off to the Delaware Supreme Court for a long nap. That was seven years ago.
It was just like when California started the whole ball rolling by driving Tesla right out of the Golden State. Never forget to thank the Democrats for convincing the world’s richest man to change parties and move his companies to Texas. Whereupon, still not in a forgiving mood, he bought (and freed) Twitter’s bluebird. And helped elect Trump. And so on. Thanks, Democrats!
Most large and mid-sized corporations are incorporated in Delaware for a very good reason. Or at least, it used to be a good reason. Delaware is famous (or infamous) for hosting the most business-friendly laws and courts anywhere in the country, or maybe the world. Companies rely on this favorable climate in profound ways. It reduces risk. It lowers legal expenses. It provides a degree of consistency and predictability.
But after a liberal judge bent the rules to punish Musk —there’s no other way to put it— Delaware has faced a steady erosion of its status as corporate America’s default home. Unsurprisingly, Tesla and SpaceX rage-quit Delaware as fast as the paperwork could be shoved through the little window to panicked Delawarean state clerks who kept pretending the office was closed for renovations.
Oh, and Musk complained. Loudly. In public. On the world’s most popular social media platform. For years. It took a toll. Headline from Reuters, this May:
According to that Reuters article, by this May, thirteen major U.S. billion-dollar corporations had either already voted to depart Delaware or had votes scheduled to approve such a move. The media took to calling it “Dexit,” which financial reporters thought was a very clever name but which never caught on with normal people, for some reason.
The controversy also encouraged a slew of other states, smelling blood in the corporate water, to begin legislating like crazy, seeking to seduce the country’s biggest companies into reincorporating in their jurisdictions. This caused Delaware politicians, who had always enjoyed a close camaraderie and good working relationship with the state’s corporate citizens in the form of generous campaign donations, to panic and start proposing reams of new laws to shred the wings off the state judiciary, which seemed to have lost its damned mind.
Enter the Delaware Supreme Court. Yesterday, in an unsurpassed display of judicial independence, and demonstrating the profound courage of its convictions, hastily ran up the white flag. In its unanimous decision yesterday, the five-member state Supreme Court wrote that “although the justices have varying views on the liability determination, we agree that rescission was an improper remedy.”
The short version is they didn’t exactly admit they were wrong. Instead, they fined Musk $1 (one dollar) and restored his full “unfair” pay package. Ironically, back in 2018, the bonus stock would have been worth $59 billion. Now, seven years later, it is valued at $139 billion. So.
Musk’s origin story is so delicious it is worth retelling. On May 9, 2020 —a day that will live in Democrat infamy— at the height of Alameda County’s covid?shutdown fight over Tesla’s Fremont factory, California state Assemblywoman Lorena Gonzalez (D?San Diego), intoxicated by pandemic powers, drunk-tweeted “F*ck Elon Musk,” and the rest, as they say, was history.
Musk, intensely frustrated that his car plant was deemed “non-essential” by county officials, saw the tweet immediately. Musk shot back, “Message received.” It underscored that a Democratic state official was openly hostile to one of the state’s most prominent employers, and signaled that the billionaire took the insult personally, as confirmation of California’s broader opposition to him— not for his political ideology, but over pandemic policy.
At that time, mind you, Musk publicly described himself as a Democrat voter and donor. After all, he specialized in “green technology” that directly benefited from Democrat electric car subsidies. Musk donated to politicians and causes in both parties, but had a long record of backing Democrats, and described himself as a supporter of Obama, Clinton, and then Biden in 2020.
But thanks to Lorena “Dumb as Rocks” Gonzalez, as quickly as possible for humans or robots, Musk moved his companies from California to Texas. By 2022, he’d switched his party registration and was urging voters to back Republicans. He was funding GOP candidates and pro?Trump PACs heavily, and positioning himself as a key cultural and regulatory antagonist of the same Democrat Party he once supported.
You can’t beat the irony with two belts. Had there been a single sane Democrat anywhere in California in May 2020, Elon Musk might never have swallowed the red pill. History is funny like that. Be sure to send Lorena Gonzalez a Christmas card this year.
The biggest FAFO story in human history has reached its inglorious end. It was also a major signal of shifting momentum. The New York Times ran the story below the headline, “Elon Musk’s 2018 Tesla Pay Deal Is Restored by Delaware Supreme Court.” The sub-headline explained, “A state judge had invalidated the package, saying shareholders were not properly informed about it. Friday’s ruling cleared the plan, now worth $139 billion.”
In 2017, Telsa’s shareholders approved a pay package for Mr. Musk that included a performance bonus if he achieved certain financial milestones. Under the deal, Musk would get a whopping $59 billion in extra stock, but only if the company succeeded in certain measurable ways. Seven anti-Musk activists —holding around 1 share of stock each— sued in Delaware, the state where Tesla was first incorporated.
A Delaware judge shocked the international business world by yeeting Musk’s bonus —which had been approved both by the board and a majority of shareholders— as unfair. So much for democracy. The appeals court agreed, and the case went off to the Delaware Supreme Court for a long nap. That was seven years ago.
It was just like when California started the whole ball rolling by driving Tesla right out of the Golden State. Never forget to thank the Democrats for convincing the world’s richest man to change parties and move his companies to Texas. Whereupon, still not in a forgiving mood, he bought (and freed) Twitter’s bluebird. And helped elect Trump. And so on. Thanks, Democrats!
Most large and mid-sized corporations are incorporated in Delaware for a very good reason. Or at least, it used to be a good reason. Delaware is famous (or infamous) for hosting the most business-friendly laws and courts anywhere in the country, or maybe the world. Companies rely on this favorable climate in profound ways. It reduces risk. It lowers legal expenses. It provides a degree of consistency and predictability.
But after a liberal judge bent the rules to punish Musk —there’s no other way to put it— Delaware has faced a steady erosion of its status as corporate America’s default home. Unsurprisingly, Tesla and SpaceX rage-quit Delaware as fast as the paperwork could be shoved through the little window to panicked Delawarean state clerks who kept pretending the office was closed for renovations.
Oh, and Musk complained. Loudly. In public. On the world’s most popular social media platform. For years. It took a toll. Headline from Reuters, this May:
According to that Reuters article, by this May, thirteen major U.S. billion-dollar corporations had either already voted to depart Delaware or had votes scheduled to approve such a move. The media took to calling it “Dexit,” which financial reporters thought was a very clever name but which never caught on with normal people, for some reason.
The controversy also encouraged a slew of other states, smelling blood in the corporate water, to begin legislating like crazy, seeking to seduce the country’s biggest companies into reincorporating in their jurisdictions. This caused Delaware politicians, who had always enjoyed a close camaraderie and good working relationship with the state’s corporate citizens in the form of generous campaign donations, to panic and start proposing reams of new laws to shred the wings off the state judiciary, which seemed to have lost its damned mind.
Enter the Delaware Supreme Court. Yesterday, in an unsurpassed display of judicial independence, and demonstrating the profound courage of its convictions, hastily ran up the white flag. In its unanimous decision yesterday, the five-member state Supreme Court wrote that “although the justices have varying views on the liability determination, we agree that rescission was an improper remedy.”
The short version is they didn’t exactly admit they were wrong. Instead, they fined Musk $1 (one dollar) and restored his full “unfair” pay package. Ironically, back in 2018, the bonus stock would have been worth $59 billion. Now, seven years later, it is valued at $139 billion. So.
Musk’s origin story is so delicious it is worth retelling. On May 9, 2020 —a day that will live in Democrat infamy— at the height of Alameda County’s covid?shutdown fight over Tesla’s Fremont factory, California state Assemblywoman Lorena Gonzalez (D?San Diego), intoxicated by pandemic powers, drunk-tweeted “F*ck Elon Musk,” and the rest, as they say, was history.
Musk, intensely frustrated that his car plant was deemed “non-essential” by county officials, saw the tweet immediately. Musk shot back, “Message received.” It underscored that a Democratic state official was openly hostile to one of the state’s most prominent employers, and signaled that the billionaire took the insult personally, as confirmation of California’s broader opposition to him— not for his political ideology, but over pandemic policy.
At that time, mind you, Musk publicly described himself as a Democrat voter and donor. After all, he specialized in “green technology” that directly benefited from Democrat electric car subsidies. Musk donated to politicians and causes in both parties, but had a long record of backing Democrats, and described himself as a supporter of Obama, Clinton, and then Biden in 2020.
But thanks to Lorena “Dumb as Rocks” Gonzalez, as quickly as possible for humans or robots, Musk moved his companies from California to Texas. By 2022, he’d switched his party registration and was urging voters to back Republicans. He was funding GOP candidates and pro?Trump PACs heavily, and positioning himself as a key cultural and regulatory antagonist of the same Democrat Party he once supported.
You can’t beat the irony with two belts. Had there been a single sane Democrat anywhere in California in May 2020, Elon Musk might never have swallowed the red pill. History is funny like that. Be sure to send Lorena Gonzalez a Christmas card this year.