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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.
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Sen. Tammy Duckworth says Pete Hegseth is “flat-out wrong” about women in combat roles
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Sen. Duckworth says Trump defense secretary pick is “flat-out wrong” about women in combat roles
Democratic Sen. Tammy Duckworth said Sunday that Pete Hegseth, President-elect Donald Trump’s pick for defense secretary is “flat-out wrong” in his view that women should not serve in the military in combat roles.
“Our military could not go to war without the women who wear this uniform,” Duckworth said on “Face the Nation with Margaret Brennan.” “And frankly, America’s daughters are just as capable of defending liberty and freedom as her sons.”
Trump tapped Hegseth, a former Fox News host and Army veteran who served in Iraq and Afghanistan as his pick to head the Defense Department earlier this month. The 44-year-old has drawn criticism for his stance on women in combat roles, along with his level of experience.
Duckworth, who in 2004 deployed to Iraq as a Blackhawk helicopter pilot and sustained severe injuries when her helicopter was hit by an RPG, outlined that women who serve in combat roles have met the same standards as men, passing rigorous testing. She said Hegseth’s position “just shows his lack of understanding of where our military is,” while arguing that he’s “inordinately unqualified for the position.”
“Our military could not go to war without the 220,000-plus women who serve in uniform,” Duckworth said. She added that having women in the military “does make us more effective, does make us more lethal.”
Hegseth has also drawn scrutiny amid recently unearthed details about an investigation into an alleged sexual assault in 2017. Hegseth denies the allegation and characterized the incident as a consensual encounter. The Monterey County district attorney’s office declined to file charges as none were “supported by proof beyond a reasonable doubt.” His lawyer has acknowledged that Hegseth paid a confidential financial settlement to the woman out of concern that the allegation would jeopardize his employment.
Duckworth, an Illinois Democrat who serves on the Armed Services and Foreign Relations Committees, said it’s “really troubling” that Trump would nominate someone who “has admitted that he’s paid off a victim who has claimed rape allegations against him.”
“This is not the kind of person you want to lead the Department of Defense,” she added.
The comments come after Trump announced a slew of picks for top posts in his administration in recent days. Meanwhile, one pick — former Rep. Matt Gaetz for attorney general — has already withdrawn his name from consideration after he faced intense scrutiny amid a House Ethics Committee investigation and a tenuous path to Senate confirmation.
While Duckworth acknowledged that she’s glad her Senate Republicans “held the line” on Gaetz and also elected Sen. John Thune as leader over a candidate favored by many in Trump’s orbit, she said she’s “deeply concerned” her Republican colleagues will green light Trump’s nominees.
“From what I’m hearing from my Republican colleagues on everything from defense secretary to other posts, it sounds like they are ready to roll over for Mr. Trump,” Duckworth said.
But Duckworth didn’t rule out supporting some of the nominees herself during the Senate confirmation process, pledged to evaluate each candidate based on their ability to do the job, and their willingness to put the needs of the American people before “a retribution campaign for Mr. Trump.”
Meanwhile, a CBS News poll released on Sunday found that 33% of Americans say Hegseth is a “good choice” for defense secretary, including 64% of Trump voters. But 39% of Americans said they hadn’t heard enough yet about the pick. More broadly, Americans generally say they want Trump to appoint people who’ll speak their minds and who have experience in the field or agency they’ll run.
Sen. Rand Paul, a Kentucky Republican who also appeared on “Face the Nation” on Sunday, said he believes that Hegseth can run the massive Defense Department, despite his lack of experience managing a large organization. Though he did not address Hegseth’s comments about women in combat roles, Paul said he believes the “vast majority of people” support leaders who are picked based on merit, citing Hegseth’s criticism of the Pentagon for what he says has been a move away from merit-based hiring and toward hiring based on “racial characteristics.”
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Israeli strike kills Lebanese soldier as Hezbollah fires at least 185 rockets at Israel
Hezbollah fired at least 185 rockets and other projectiles into Israel on Sunday, wounding seven people in the militant group’s heaviest barrage in several days, in response to deadly Israeli strikes in Beirut while negotiators pressed on with cease-fire efforts to halt the war.
Meanwhile, an Israeli strike on a Lebanese army center killed one soldier and wounded 18 others on the southwestern coastal road between Tyre and Naqoura, Lebanon’s military said. Israel’s military expressed regret and said the strike occurred in an area of combat against Hezbollah, adding that its operations are directed solely against the militants. The strike was under review.
Israeli strikes have killed over 40 Lebanese troops since the start of the war between Israel and Hezbollah, even as Lebanon’s military has largely kept to the sidelines.
Lebanon’s caretaker prime minister, Najib Mikati, condemned it as an assault on U.S.-led cease-fire efforts, calling it a “direct, bloody message rejecting all efforts and ongoing contacts” to end the war.
“(Israel is) again writing in Lebanese blood a brazen rejection of the solution that is being discussed,” a statement from his office read.
The strike occurred in southwestern Lebanon on the coastal road between Tyre and Naqoura, where there has been heavy fighting between Israel and Hezbollah.
Hezbollah began firing rockets, missiles and drones into Israel after Hamas’ Oct. 7, 2023, attack out of the Gaza Strip ignited the war there. Hezbollah has portrayed the attacks as an act of solidarity with the Palestinians and Hamas. Iran supports both armed groups.
Israel has launched retaliatory airstrikes since the rocket fire began, and in September the low-level conflict erupted into all-out war, as Israel launched waves of airstrikes across large parts of Lebanon and killed Hezbollah’s top leader, Hassan Nasrallah, and several of his top commanders.
Hezbollah fired a total of around 160 rockets and other projectiles into Israel on Sunday, some of which were intercepted, the Israeli military said.
Israel’s Magen David Adom rescue service said it was treating two people in the central city of Petah Tikva, a 23-year-old man who was lightly wounded by a blast and a 70-year-old woman suffering from smoke inhalation from a car that caught fire. The first responders said they treated three other people in northern Israel, closer to the border, including a 60-year-old man in serious condition.
It was unclear whether the injuries and damage were caused by the rockets or interceptors.
Israeli airstrikes early Saturday pounded central Beirut, killing at least 20 people and wounding 66, according to Lebanon’s Health Ministry.
Israeli attacks have killed more than 3,500 people in Lebanon, according to Lebanon’s Health Ministry. The fighting has displaced about 1.2 million people, or a quarter of Lebanon’s population.
On the Israeli side, about 90 soldiers and nearly 50 civilians have been killed by bombardments in northern Israel and in battle following Israel’s ground invasion in early October. Around 60,000 Israelis have been displaced from the country’s north.
The Biden administration has spent months trying to broker a cease-fire, and U.S. envoy Amos Hochstein was back in the region last week.
The European Union’s top diplomat called for more pressure on both Israel and Hezbollah to reach a deal, saying one was “pending with a final agreement from the Israeli government.”
Josep Borrell spoke Sunday after meeting with Mikati and Lebanese Parliament Speaker Nabih Berri, a Hezbollah ally who has been mediating with the group.
Borrell said the EU is ready to allocate 200 million euros ($208m) to assist the Lebanese military, which would deploy additional forces to the south.
The emerging agreement would pave the way for the withdrawal of Hezbollah militants and Israeli troops from southern Lebanon below the Litani River in accordance with the U.N. Security Council resolution that ended the 2006 war. Lebanese troops would patrol the area, with the presence of U.N. peacekeepers.
Lebanon’s army reflects the religious diversity of the country and is respected as a national institution, but it does not have the military capability to impose its will on Hezbollah or resist Israel’s invasion.