[andruby]

What would it mean if SpaceX buys Tesla though? Does the combined market cap count? That would be wrong. Tesla buying SpaceX just for hist bonus and then rebranding to X would be classic Musk.

It's a game for him, but so ridiculous. While Tesla was pushing electrification and SpaceX pushing rapid rocket re-use I kind of tolerated Elon's antics, but since he got involved in politics and DOGE I can't bear it anymore.

[antasvara]

>What would it mean if SpaceX buys Tesla though? Does the combined market cap count? That would be wrong.

I took a look at the proxy statement as they have it outlined in this [0] document (Proposal 4). As currently formulated, Musk has 12 operational goals (like ship 1 million robots or hit 50 billion EBITDA) and 12 market cap goals. These need to be paired together for the shares to vest; so, if he reaches the first market cap number, he also needs to fulfill an operating goal for the first set of shares to be earned. These earned shares vest in ~5 years.

This comes with a huge caveat. If Tesla changes control, those operational goals go out the window and his stock award is based solely on market cap (along with the shares immediately vesting). The share price for this is the greater of:

1. The last traded Tesla price prior to the acquisition, or 2. The per share price outlined in the acquisition.

The "easiest" way to take advantage is to IPO SpaceX (which he did), pump up the market cap, acquire Tesla for a sizable premium, and vest as much of the stock award as you can. It means you get to avoid the operational goals entirely and vest a bunch of Tesla (but soon to be SpaceX) stock.

[0]: https://www.sec.gov/Archives/edgar/data/1318605/000110465925...

[andruby]

Yeah, that seems like his goal.

> If Tesla changes control

Does selling Tesla to SpaceX actually satisfy "changing control" if he remains the largest shareholder?

[antasvara]

My understanding is that Musk doesn't have a controlling share of Tesla. So by the letter of the law, a SpaceX acquisition would qualify as a change in control (because we've gone to a new majority owner).

[NuclearPM]

Conflict of interest laws don’t apply to fascists.

[brigandish]

Fascists don't support free speech. Please, learn what that word means[0] and then use it responsibly. We're already seeing the effects of misusing and overusing several other important words for political/societal discourse, and this is one of them. It's entirely unhelpful and lowers the quality of conversation here.

[0] The Doctrine of Fascism is available, for free, in several places. Start there.

[andruby]

Does Elon _really_ support free speech?

* He suspended multiple journalists from Twitter/X in December 2022 after they had reported on or criticized him [0]

* He has been accused of retaliating against critics and employees through threats, lawsuits, or firings, rather than tolerating dissent. [1]

* He selective enforcing Twitter/X platform rules. Here's 10 examples: [2]

He tolerates speech he likes and often punishing speech he dislikes. That's not being a "free speech" absolutist.

[0] https://truthout.org/articles/free-speech-watchdogs-condemn-...

[1] https://www.businessinsider.com/free-speech-absolutist-elon-...

[2] https://gizmodo.com/10-times-elon-musk-censored-twitter-user...

[brigandish]

> That's not being a "free speech" absolutist.

One doesn't need to be a free speech absolutist to not be a fascist, far from it; and the exceptions prove the rule - those examples are the definition of exceptional. "10 times…" I can remember people getting banned en masse for changing their profile pic to an NPC character. The difference is night and day.

[bakies]

Elon fits the definition in Britannica pretty neatly

[anon7725]

Fascists do claim to support free speech while wielding the apparatus of state to ensure that any speech that they disagree with is suppressed, eg on college campuses.

[brigandish]

That's not a rebuttal. Claiming to support is not support.

Is Musk wielding the apparatus of state to ensure that any speech that he disagrees with is suppressed, e.g. on college campuses?

[lgl]

> Is Musk wielding the apparatus of state to ensure that any speech that he disagrees with is suppressed

He does not need to do that, he has his army of people like you that go around on all socials and wherever you can to post praise, defend him and attack any critics as he was some sort of uber genius savior of mankind. The Musk cult is real.

[bakies]

uh... twitter

[mcintyre1994]

I feel like it has to eventually become X. Just because he’d find it funny for the stupidest people in the world to post about how he’s turned Twitter into a $2t or whatever company.

[lesuorac]

> Does the combined market cap count? That would be wrong.

It counts and it's not wrong.

Sure, the Tesla award takes into account any M&A but growing a 2T company to 3T is a 50% increase. While growing a 1T company to 2T is a 100% increase so it's expected to be easier for him to hit his award targets with the companies merged as opposed to not merged.

[xmprt]

If we combine the market cap of the entire S&P500 we get close to 70T. That doesn't mean any of those individual companies are any more valuable or any of the investors are any richer. It makes no sense that Tesla shareholders would be ok with paying out a performance bonus just for M&A that doesn't grow the value of Tesla and would just dilute their shares.

[appplication]

Well yeah it doesn’t make a ton of sense but the shareholders already cast their vote on this. I’m not sure what they expect would happen but I also don’t think they care. Elons shareholders are a special kind of financial sycophant.

[s1artibartfast]

Most are tied to operational milestones as well if I understand correctly

[lesuorac]

As pointed out by somebody else [1]; Operational Milestones are waived if SpaceX buys Telsa.

[1]: https://news.ycombinator.com/user?id=antasvara

[s1artibartfast]

Thats not what it says. My understanding is SpaceX milestones stay intact.

For Tesla ops milestones they would be waived, this is fine because accusition is a chance for Tesla shareholders to cash out at that price.

[lesuorac]

We're talking about his Tesla grant so SpaceX's grant is irrelevant.

The text written in the link you did not read, states "Notwithstanding Sections I, II and III above, in the event of a Change in Control, the Operational Milestones shall be disregarded".

[andruby]

I understand Tesla acquiring other companies counting to the cap, but Tesla _being acquired_ by another company, why would that count?

[lesuorac]

Because that's the grand plan from the start. You don't put a sentence like "In other words, upon a change in control where Tesla is acquired, vesting of milestones under the CEO Performance Award does not require the achievement of a matching Operational Milestone." if you didn't think Tesla could be acquired.

The goal is to give Elon his 2012 award package but making it his 2018 one.

[paulddraper]

It the shareholders' value that counts.

And that doesn't get any more by 50% increase with the same dilution.

[adgjlsfhk1]

the problem is Tesla's board is controlled by musk