McCormick ruled that shareholder Richard Tornetta showed the vote was not fully informed, which is crucial for any shift in the burden of proof.
The January ruling declared the pay package unfair and revealed conflicts among board members, indicating a significant breach of fiduciary duty.
Tesla's claims in the proxy statement were deemed materially misleading, failing to meet the legal standards necessary to clear a breach of loyalty.
McCormick emphasized that ratification cannot be used post-trial to remedy adjudicated breaches without adhering to Delaware's necessary legal safeguards.
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