The new stockholder vote could shift the burden of proof, but only if the vote is “fully informed and uncoerced,” McCormick wrote. Shareholder Richard Tornetta, the plaintiff who launched the lawsuit that got Musk’s pay rescinded, “has demonstrated that the vote was not fully informed,” today’s ruling said.
The January ruling in which McCormick voided the pay package said the deal was unfair to shareholders and that most of the board members were beholden to Musk or had compromising conflicts. In Tesla’s subsequent request asking shareholders to re-approve the pay plan, the company said that a yes vote could “extinguish claims for breach of fiduciary duty by authorizing an
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