Chancellor Kathaleen St Jude McCormick ruled that Tesla's board failed to protect shareholders' interests and that there was no precedent to reverse her earlier ruling.
Musk claimed that the ruling undermines shareholder control, arguing that it's shareholders, not judges, who should determine the outcomes of company votes.
McCormick emphasized that if courts permitted defeated parties to alter facts to revise judgments, it would lead to endless lawsuits and undermine legal order.
Tesla's management made material misstatements regarding the reinstatement of Musk's pay deal, which influenced shareholders' perception and decision in the vote.
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