[rpmisms]

The decision hinges on factors that aren't usually a big deal or thought much about.

1. The judge's opinion that the compensation package is "unfair", and

2. Elon's brother being on the board, which some shareholders may not have known about, despite it being very public information.

This is apparently enough to overturn a rather old pay package. This reeks of a shareholder saying "Yeah right" at the time when it was voted on, and getting mad when Elon pulled off the seemingly impossible and skyrocketed Tesla's stock, meeting the lofty targets.

[gpm]

This is a gross misrepresentation of the ruling. Elon's brother being on the board was little more than a footnote because he wasn't involved in the relevant decision. I don't think the shareholders being aware of that or not was even a footnote.

The part of the board that did participate in the relevant decisions (not including Elon or his brother) being beholden to Elon, while holding themselves out as independent, was a major factor.

[rpmisms]

It's a perfectly decent representation, if you're used to reading judgements (rulings are in motion practice, the outcome is a judgement) and understand how to read between the lines.

[aw1621107]

You're leaving out a lot of information.

> The judge's opinion that the compensation package is "unfair"

This leaves out a fair bit of reasoning as to why. Under Delaware law, Tesla/Musk bore the burden of proof to show that the compensation package was entirely fair - that is, both the process and the price were fair. She ruled that neither were fair, and so under Delaware law the compensation plan was improperly granted and a remedy must be chosen.

> 2. Elon's brother being on the board, which some shareholders may not have known about, despite it being very public information.

That is a pretty minor factor, and I'm curious why you picked this specific one out. Just having a personal relationship with the beneficiary of the compensation plan is not necessarily improper in and of itself, and the opinion states as much. The issue is that a majority of the board and the Compensation Committee were not independent from Musk both in principle and in practice, and this was not disclosed to shareholders before the vote.

> This is apparently enough to overturn a rather old pay package. This reeks of a shareholder saying "Yeah right" at the time when it was voted on, and getting mad when Elon pulled off the seemingly impossible and skyrocketed Tesla's stock, meeting the lofty targets.

The lawsuit was filed on 2018-06-05. The stockholder vote for the compensation plan was on 2018-03-21, less than 3 months before.