CBS News
Tesla lawyers ask Delaware judge to undo ruling against ginormous pay package for Musk
Attorneys for Elon Musk and Tesla’s corporate directors are asking a Delaware judge to vacate her ruling requiring the company to rescind a massive and unprecedented pay package for Musk.
Friday’s hearing follows a January ruling in which Chancellor Kathaleen St. Jude McCormick concluded that Musk engineered the landmark 2018 pay package in sham negotiations with directors who were not independent. The compensation package initially carried a potential maximum value of about $56 billion, a sum that has fluctuated over the years but is now estimated to be worth more than $60 billion.
Following the court ruling, Tesla shareholders met in June and ratified Musk’s 2018 pay package for a second time, again by an overwhelming margin.
Defense attorneys say the vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out in her January ruling, are adamant that Musk is entitled to the 11-figure pay package.
“Honoring the shoulder vote would affirm the strength of our corporate system,” David Ross, an attorney for Musk and the other individual defendants, told McCormick. “This was stockholder democracy working.”
Ross told the judge that the defendants were not challenging the factual findings or legal conclusions in her ruling, but simply asking that she vacate her order directing Tesla to rescind the pay package.
McCormick, however, seemed skeptical of the defense arguments, peppering attorneys with questions and noting that there is no precedent in Delaware law for allowing a post-trial shareholder vote to ratify adjudicated breaches of fiduciary duty by corporate directors.
“This has never been done before,” she said.
Defense attorneys argued that while they could find no case that is exactly comparable, Delaware law has long recognized shareholder ratification as a cure to corporate governance errors, and has long acknowledged the “sovereignty” of shareholders as the ultimate owners of a corporation.
“I candidly don’t see how Delaware law can tell the owners of the company that they’re not entitled to make the decision they made,” said Rudolf Koch, an attorney for Tesla.
Donald Verrilli, a lawyer for an induvial stockholder who owns more than 19,000 Tesla shares, suggested that it would be wrong for the lone shareholder who filed the lawsuit to thwart the will of the majority of Tesla shareholders. At the time the lawsuit was filed, the plaintiff owned just nine shares of Tesla stock.
“The voice of the majority of shareholders should matter…. This lawsuit is not representing the interest of the shareholders,” Verrilli said.
Thomas Grady, an attorney for a group of Florida objectors who own or manage almost 8 million Tesla shares with some $2 billion, argued that for McCormick to rule for the plaintiff, she has to “disenfranchise” all other Tesla shareholders.
Attorneys for the plaintiff, who are seeking unprecedented legal fees in the form of Tesla stock valued at more than $5 billion, were to argue their case Friday afternoon.
CBS News
Trump makes more Cabinet picks but some top economic posts remain unfilled
Be the first to know
Get browser notifications for breaking news, live events, and exclusive reporting.
CBS News
Open: This is “Face the Nation with Margaret Brennan,” Nov. 24, 2024
Be the first to know
Get browser notifications for breaking news, live events, and exclusive reporting.
CBS News
Popular gluten free tortilla strips recalled over possible contamination with wheat
A food company known for popular grocery store condiments has recalled a package of tortilla strips that may be contaminated with wheat, the U.S. Food and Drug Administration said Friday. The product is meant to be gluten-free.
Sugar Foods, a manufacturing and distribution corporation focused mainly on various toppings, artificial sweeteners and snacks, issued the recall for the “Santa Fe Style” version of tortilla strips sold by the brand Fresh Gourmet.
“People who have a wheat allergy or severe sensitivity to wheat run the risk of serious or life-threatening allergic reaction if they consume the product,” said Sugar Foods in an announcement posted by the FDA.
Packages of these tortilla strips with an expiration date as late as June 20, 2025, could contain undeclared wheat, meaning the allergen is not listed as an ingredient on the label. The Fresh Gourmet product is marketed as gluten-free.
Sugar Foods said a customer informed the company on Nov. 19 that packages of the tortilla strips actually contained crispy onions, another Fresh Gourmet product normally sold in a similar container. The brand’s crispy onion product does contain wheat, and that allergen is noted on the label.
No illnesses tied to the packaging mistake have been reported, according to the announcement from Sugar Foods. However, the company is still recalling the tortilla strips as a precaution. The contamination issue may have affected products distributed between Sept. 30 and Nov. 11 in 22 states: Arizona, California, Colorado, Florida, Georgia, Iowa, Idaho, Illinois, Indiana, Maryland, Maine, Michigan, Minnesota, North Carolina, New Jersey, Ohio, Oregon, Pennsylvania, Texas, Utah, Virginia and Washington.
Sugar Foods has advised anyone with questions about the recall to contact the company’s consumer care department by email or phone.
CBS News reached out to Sugar Foods for more information but did not receive an immediate reply.
This is the latest in a series of food product recalls affected because of contamination issues, although the others involved harmful bacteria. Some recent, high-profile incidents include an E. coli outbreak from organic carrots that killed at least one person in California, and a listeria outbreak that left an infant dead in California and nine people hospitalized across four different states, according to the Center for Disease Control and Prevention. The E. coli outbreak is linked to multiple different food brands while the listeria outbreak stemmed from a line of ready-to-eat meat and poultry products sold by Yu-Shang Foods.