UPDATE: Our Objections to the TSLA BoD Comp Settlement

For those that follow this fascinating matter, here are some updates.

As we mentioned earlier (below), we filed our objection to the settlement with the Delaware Court of Chancery last week:

As it turns out, we filed the only objection to this case. Although we heard from other TSLA shareholders about this, no one else managed to do so. The short window for filing probably discouraged anyone but the most dedicated TSLA shareholders, people with previous experience with these matters, or those not crazy enough to file pro se (like us) and thus with the resources to retain pricy Delaware counsel.

Among other subjects, we expected the plaintiffs' attorneys fee request of almost a quarter-billion dollars would attract attention. In the end only our objections, to the allocation of damages and DSoP vote, found their way onto the docket.

Bloomberg Law and Law360 (both paywalled) wrote about our objection. Reuters had an interesting take on the attorneys fees, too.

Defendants also filed their brief yesterday, under seal. We still don't understand why the parties do this, or worse why the court allows it. We welcome any explanation from readers with experience with the Delaware bar.

We continue to monitor the case. You can, too, at the Delaware Court of Chancery docketing website, unhelpfully outsourced to File & ServeXpress. You first register for a free account with your contact information. The case history tab shows the status of various filings, and then charges you a lot to actually see any documents.

We plan to attend the hearing on Friday, October 13 to present our objections to the court. We've never testified in Delaware before, so we invite your advice about what to expect.

Remember the TSLA BoD comp suit? and the proposed settlement? Here's an update, including our objections to the settlement that we filed with the Delaware Chancery Court.

We left off waiting for the plaintiff in the suit, a City of Detroit pension fund, to file its brief in support of the proposed settlement, That settlement clawed back $735 million from a dozen TSLA directors, and imposed a series of corp gov reforms on how the BoD awards itself compensation. This latter reform includes an unprecedented shareholder vote to approve that compensation.

We wrote about the corp gov reforms and clawback a few weeks ago. We identified critical gaps in the proposed settlement, including the enforceability of the shareholder vote and how individual directors pay (or don't pay) a share of the settlement.

We finally saw the plaintiff's brief on August 31, and it was ... sealed. The unsealed brief was filed on September 12. All the good evidence, including a consulting presentation to the TSLA comp committee, remains under seal. Some of this will undoubtedly come out at the October 13 hearing to consider the settlement.

Objections are due September 21, or this coming Thursday. The Chancery Daily has complained bitterly about the short time for shareholders to file objections. The Notice to TSLA shareholders provides reasonably clear instructions about how to file objections. We filed our objections this week - comments welcome.