> Musk controlled only 21.9% of Tesla’s voting power, so he lacked mathematical voting control...
> Defendants sought to prove otherwise, and they generally contend that the stockholder vote was fully informed because the most important facts about the Grant—the economic terms—were disclosed...
Basically, the shareholders voted on the grant while having a full understanding of the economic terms. It was awarded by musk, to musk, with approval of the shareholders and (supposedly overly friendly) board.
It really makes it sound like the judge might have been wrong based on the sequence of events we have now, which is:
1. The shareholders approve a stock grant on economic terms
2. A judge says "If the shareholders knew everything, they wouldn't have approved that"
3. The shareholders, now knowing everything, approve it again despite it having almost no benefit now
That really really makes it sound like the shareholders did in fact want to approve it in 1, and so the information they didn't know wasn't all that important, was it?
I know it's a different set of shareholders then and now, but still...
> A judge says "If the shareholders knew everything, they wouldn't have approved that"
That's not what the judge said. It's more like "this award didn't follow the requirements for such an award for a corporation in Delaware". It doesn't at all depend on some prediction about what the shareholders would or wouldn't do in other hypothetical scenarios.
https://courts.delaware.gov/Opinions/Download.aspx?id=359340
> Musk controlled only 21.9% of Tesla’s voting power, so he lacked mathematical voting control...
> Defendants sought to prove otherwise, and they generally contend that the stockholder vote was fully informed because the most important facts about the Grant—the economic terms—were disclosed...
Basically, the shareholders voted on the grant while having a full understanding of the economic terms. It was awarded by musk, to musk, with approval of the shareholders and (supposedly overly friendly) board.
It really makes it sound like the judge might have been wrong based on the sequence of events we have now, which is:
1. The shareholders approve a stock grant on economic terms
2. A judge says "If the shareholders knew everything, they wouldn't have approved that"
3. The shareholders, now knowing everything, approve it again despite it having almost no benefit now
That really really makes it sound like the shareholders did in fact want to approve it in 1, and so the information they didn't know wasn't all that important, was it?
I know it's a different set of shareholders then and now, but still...