In the scheduling debate, Defendants attack Plaintiff's weakest argument (& ignore the strong ones). But the larger 'ratification' issue is an easy one: sound legal arguments v. bombastic rhetoric.
How does the Chancellor not follow the Match precedent, say that the standard is still entire fairness, because there was emphatically no attempt at an arms-length negotiation conducted with an independent committee, and conclude that this vote cannot cure the situation? Then it's up to the DE SC to overrule itself on appeal, should they decide to do so.
Before the Match ruling, perhaps she had more wriggle room. Post, I don't think she has any.
The best that this vote could do does not approach the standards in the Match precedent. And if a fully informed vote were enough to establish entire fairness, then the Match decision is nonsensical.
I hope you won't mind me noting again that I also take issue with the idea that the vote was "fully-informed" as well as with many other aspects of the proxy statement process.
The credibility of the DE legal system, the basis of which makes them the (incorporation) home of almost 70% of the Fortune 500, goes in the toilet if the Chancellor folds to political pressures. I suspect that is a far more powerful motivator than angst about the tantrum thrown by a narcissistic man-child.
Outside the Elon Musk cult bubble, thoughtful & responsible corporate types appreciate the reliable and sensible governance standards of Delaware law, and the intelligent and non-partisan judges who apply those standards.
How does the Chancellor not follow the Match precedent, say that the standard is still entire fairness, because there was emphatically no attempt at an arms-length negotiation conducted with an independent committee, and conclude that this vote cannot cure the situation? Then it's up to the DE SC to overrule itself on appeal, should they decide to do so.
Before the Match ruling, perhaps she had more wriggle room. Post, I don't think she has any.
The best that this vote could do does not approach the standards in the Match precedent. And if a fully informed vote were enough to establish entire fairness, then the Match decision is nonsensical.
I could not agree more strongly.
Except to add that a fully-informed vote that was coerced has more problems than simply not approaching the standards of Match Group.
Exactly. Even if the DE SC booted it back to her to reevaluate, the SEC filings on the "No AI for you" alone are surely problematic enough.
I hope you won't mind me noting again that I also take issue with the idea that the vote was "fully-informed" as well as with many other aspects of the proxy statement process.
https://montanaskeptic.substack.com/p/the-dark-stain-on-teslas-directors
This is a nice reminder that the best case scenario here is years of further litigation on appeal.
Certainly the most likely scenario.
This repartee between you, Mama, and Mr. Fossi is priceless. Just wonderful.
You start with more fondamental precedents to reduce the likelihood of successful appeal
Let's see what fundamental precedents the Defendants offer in their brief today.
I'm guessing none. Instead we'll see variations on the theme of "the shareholders have spoken," somehow totaling 14,000 words.
The political pressure on the chancellor to fold is powerful.
The credibility of the DE legal system, the basis of which makes them the (incorporation) home of almost 70% of the Fortune 500, goes in the toilet if the Chancellor folds to political pressures. I suspect that is a far more powerful motivator than angst about the tantrum thrown by a narcissistic man-child.
It's a huge moment for Delaware courts.
Outside the Elon Musk cult bubble, thoughtful & responsible corporate types appreciate the reliable and sensible governance standards of Delaware law, and the intelligent and non-partisan judges who apply those standards.
I very much hope you are right. The problem is that this narcissistic man-child has a cult