The Electric Vehicle (EV) discussion thread (Merged) (3 Viewers)

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UncleTrvlingJim said:
That pay package is just stupid, but I'm not sure I understand how one shareholder can hold it up and have the judge side with the shareholder. I mean I agree that the pay package is irrational - but I'm not sure why a judge has the right to rule that. Is the ruling that the compensation package was negotiated in an unethical or illegal manner?
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Just for everyone’s benefit - Tesla is a publicly-traded corporation. The board, therefore, has a fiduciary duty to the shareholders and shareholders have a right of legal action called a derivative action wherein they can challenge action taken by the company as a violation of the fiduciary duty to the shareholders.

Here, Musk’s $55 BIlLION bonus was dramatically out of line with even the most lucrative bonuses paid by Fortune 500 companies (found to be 250x the median and 33x the next highest in terms of public companies). The court further found that the board didn’t even engage in proper negotiation over the bonus, and that key board members and company attorneys were hopelessly aligned with Musk’s interests and failed to carry their duty to shareholders.

And contrary to Musk’s comments, the shareholder derivative action for publicly held companies is available in every state on basically the same standard.

It’s a 200-page decision after a discovery period and trial. It’s hardly a judge just making an arbitrary call: https://courts.delaware.gov/Opinions/Download.aspx?id=359340
 
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superchuck500 said:
Just for everyone’s benefit - Tesla is a publicly-traded corporation. The board, therefore, has a fiduciary duty to the shareholders and shareholders have a right of legal action called a derivative action wherein they can challenge action taken by the company as a violation of the fiduciary duty to the shareholders.

Here, Musk’s $55 BIlLION bonus was dramatically out of line with even the most lucrative bonuses paid by Fortune 500 companies (found to be 250x the median and 33x the next highest in terms of public companies). The court further found that the board didn’t even engage in proper negotiation over the bonus, and that key board members and company attorneys were hopelessly aligned with Musk’s interests and failed to carry their duty to shareholders.

And contrary to Musk’s comments, the shareholder derivative action for publicly held companies is available in every state on basically the same standard.

It’s a 200-page decision after a discovery period and trial. It’s hardly a judge just making an arbitrary call: https://courts.delaware.gov/Opinions/Download.aspx?id=359340
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I didn't think it was an arbirtrary call, but I also wasn't sure exactly what the requirements were that allow a judge to negate a compensation package. A lot of the articles I read after the fact said that it was a surprise the judge ruled against the board here. So, if it was a surprise, what's going on?

I already believe that most executive compensation in Fortune 500 companies is ridiculous, and this is of course super ridiculous. So, I'm curious what standards are metrics are used to determine when it crosses the line. So, in this case, it's just that no serious negotiations took place?
 
UncleTrvlingJim said:
I didn't think it was an arbirtrary call, but I also wasn't sure exactly what the requirements were that allow a judge to negate a compensation package. A lot of the articles I read after the fact said that it was a surprise the judge ruled against the board here. So, if it was a surprise, what's going on?

I already believe that most executive compensation in Fortune 500 companies is ridiculous, and this is of course super ridiculous. So, I'm curious what standards are metrics are used to determine when it crosses the line. So, in this case, it's just that no serious negotiations took place?
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Here ya go: https://courts.delaware.gov/Opinions/Download.aspx?id=359340
 
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UncleTrvlingJim said:
Thanks… I didn’t read all 201 pages but the standard was laid out early so I think I understand.

If Delaware law relies on a standard of entire fairness in a holistic sense. If that’s the case, I’m not sure why the judge’s ruling would be a surprise. A compensation package that absurdly large would be hard to prove as being fair under those terms.
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I think the court approaches the issue from the proper standard - which is deference to the action of the board and the vote of the shareholders. Courts have to be careful in this area and the standard must be deferential or else it risks court-intervention into all sorts of company decisions through derivative actions.

But after examining the process in full, the court found that there is a limit to deference - the company directors and attorneys involved were so aligned with Musk's interests that at minimum, they owed a duty of full disclosure of the process of determining Musk's massive compensation to the shareholders . . . and that they failed to do this in material ways. But the fiduciary duty to shareholders also required a proper negotiation where the company's interests were adequately advanced by representatives who were not hopelessly conflicted with Musk's interests. The company's general counsel, for example, was also Musk's personal lawyer and was moved to tears in his deposition where he was asked to describe his feelings for Musk. Yet, this person was offered as the lead negotiator for the company - and the court found there was no negotiation.

Indeed the court talks about holistic fairness but I think that's the judge's effort to simplify the analysis - which the court admits is unprecedented on these particular facts (a shareholder challenge to a massive, record-breaking compensation package where there was no evidence that an arm's length negotiation happened or that shareholders were fully informed). But it's a fair application of the principles of fiduciary duty - how can the company exercise its fiduciary duty to the shareholders without it at least being a "fair" result under the circumstances?

Not only was the package found to be 250x the median and 33x what was believed to have been the largest, it was also roughly equal to the company's entire market capitalization at that time - it was just incredibly massive. So did it make sense for the company to even do in the first place? Just because Musk demanded it doesn't end the analysis and the court found that there were key negotiating positions that the fiduciary duty of the company directors and lawyer required them to consider and that they did not. For example, Musk lacked leverage to claim the package was required to keep him at Tesla - he owned more than 22% of the company, he was already full aligned with the company's success, they didn't need to throw money at him to keep him at Tesla. But there was no evidence that the company pushed back on any of it, in fact Musk's request was initially higher but he unilaterally lowered it.

It isn't difficult to see why a CEO compensation package for a single year that roughly corresponds to the company's entire market cap for that year is patently suspect. In private companies perhaps, but not for a company traded on the NASDAQ. The manner in which these tranches of shares required to pay the package in turn dilutes the relative share value of outstanding shares held by individual investors similarly challenges how this could possibly be in the shareholders' interest. But the analysis must allow for the company to attempt to reasonably prove that it was . . . the court found that the company simply failed to provide that evidence.

But it is, as the court notes, unprecedented in more ways than one. I do think on the balance, the result is appropriate. Of course, they can still go back an renegotiate compensation for 2018 - it doesn't mean that Musk is simply out of $55B.
 
Yesterday I was out for my son’s birthday. Drove all over the place and found my truck at 19% SoC with a decent distance left to drive home. Fortunately there was a relatively new Tesla Supercharger nearby with a Magic Dock. So I set it on my nav to begin preconditioning and headed that way.

The biggest PITA was setting up payment. It showed that ApplePay was setup but it wouldn’t take it so I had to manually enter in my card info. After that, everything go easy. I just entered the charging unit number, unplugged the cable and adapter from the magic dock and plugged it into my truck.

I went from 19 to 50% SoC in 17 minutes. No technical issues at all. At it’s best, the charger was putting out 212kW of power. The price was a whopping $0.43 per kWH. Very pricey compared to charging at home but I was impressed with the speed.

All in all, I want more Tesla Supercharger access YESTERDAY. I’m tired of Electrify America’s horse crap.

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LAhotsauce said:
He has no reason to voluntarily step down and his termination package is probably insane.
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Probably. I think he probably gets least another phase of development before those questions become significant. It's true that they haven't come out with a meaningful new model in years and the sales are driven by the low end of the model line. Of the high-end models, X and S are a tiny fraction of deliveries, likely due to limited demand resulting from quality competition and very few updates from Tesla. Cybertruck is basically a disaster and Tesla recalls and failures are far more notable these days than its successes. He is touting AI and he is promising manufacturing revolutions - but from what I have read about Tesla's manufacturing process, it's got nothing on the European and Japanese automation. So he would really have to deliver on that.

But with all of the competition coming to market in both the US and the world (most notably China) it does very much feel like the next phase of Tesla needs to happen in the fairly near term (8Q? 12Q?). If he doesn't either deliver or show very concrete, tangible plans to deliver that next phase, the board may have to make a decision.
 
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UncleTrvlingJim said:
That pay package is just stupid, but I'm not sure I understand how one shareholder can hold it up and have the judge side with the shareholder. I mean I agree that the pay package is irrational - but I'm not sure why a judge has the right to rule that. Is the ruling that the compensation package was negotiated in an unethical or illegal manner?
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The pathology of wealth addiction on full display
 
The Rivian R2 will be unveiled March 7 and 10am PST
rivian.com

Rivian - R2

Join us on March 7 for the R2 reveal.
rivian.com rivian.com
Reservations will be $100. I’m kinda surprised at that since it was $1000 for the R1. Anyways. I’ll be reserving one.
 
i purchased a 2019 vw e-golf. why? i have no forking idea, but i did and now i need a charger. going to sift through this thread, but if anyone has suggestions for a portable charger, well yeah.

also, anyone want to buy an '04 subaru forester lol
 

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