## Facts

- A Tesla stockholder brought a derivative action challenging Tesla’s 2018 equity compensation plan for CEO Elon Musk.
- The plan granted Musk the opportunity to earn up to 12 tranches of stock options, each equal to 1% of Tesla’s outstanding shares as of January 21, 2018, conditioned on market-cap and operational milestones.
- The plan’s maximum potential value was found to be extraordinarily large relative to peer CEO compensation.
- The board and a compensation committee approved the plan in January 2018 and sought stockholder approval via a proxy solicitation; stockholders approved the plan in March 2018.
- At trial, the court found Musk was extensively involved in the plan’s creation, including initiating the process and influencing timing and information presented to directors.
- The court found key directors involved in approving the plan had significant personal, business, or financial relationships with Musk, calling their independence into question.
- The court found the proxy disclosures omitted material information, including Musk’s role in developing the plan and internal projections bearing on how difficult certain milestones were expected to be.
- After extensive discovery, the Court of Chancery conducted a five-day trial and issued a post-trial merits decision addressing liability and remedy.

## Issues

1. Whether Musk functioned as a controlling stockholder with respect to the compensation plan, triggering entire fairness review.
2. Whether the directors who approved the plan were sufficiently independent and disinterested to negotiate and approve the transaction.
3. Whether stockholder approval was fully informed and uncoerced such that it could cleanse the transaction or affect the burden or standard of review.
4. Whether defendants proved the plan was entirely fair to Tesla under the fair dealing and fair price components.
5. What equitable remedy was appropriate if the plan failed entire fairness.

## Decision

- The court held Musk exercised control over Tesla with respect to the challenged compensation decision, even without majority ownership.
- The court applied entire fairness review and placed the burden on defendants to prove the plan was entirely fair.
- The court held the stockholder vote did not cleanse the transaction or shift the burden because the proxy contained material disclosure deficiencies.
- The court held defendants failed to prove entire fairness, finding deficiencies in both process (fair dealing) and substantive terms (fair price).
- The court ordered rescission of the compensation plan, unwinding the equity award.

## Legal Principles

- A stockholder can be deemed a controller for a specific transaction based on transaction-level control, even with minority equity ownership.
- A conflicted-controller transaction is reviewed for entire fairness unless structured from the outset to obtain cleansing effect through robust procedural protections and a fully informed, uncoerced stockholder vote.
- Entire fairness requires defendants to prove both fair dealing (including negotiation process, independence, and disclosure) and fair price (economic fairness of the consideration and terms).
- Stockholder approval is ineffective to cleanse a fiduciary claim when material information is omitted or misstated in the solicitation materials.
- Rescission is an available equitable remedy for an unfair self-dealing transaction, particularly where the relief can unwind the challenged grant.

## Conclusion

The Court of Chancery held that Tesla’s 2018 CEO compensation plan was a conflicted-controller transaction subject to entire fairness review, that defendants failed to prove fair dealing and fair price due to Musk’s transactional control, director conflicts, and materially deficient disclosures, and it rescinded the equity grant.


Tornetta v. Musk, C.A. No. 2018-0408-KSJM, 2024 WL 343699 (Del. Ch. Jan. 30, 2024)