In her 101-page opinion, Delaware Court Chancellor Kathaleen McCormick declined to reverse a previous decision to scrap Musk's pay, stating, "The large and talented group of defense firms got creative with the ratification argument, but their unprecedented theories go against multiple strains of settled law." This ruling showcases the court's stance against attempts to retroactively validate executive compensation that lacked proper authorization.
Despite an overwhelming shareholder vote of 72% in favor of Musk's pay in June 2024, McCormick pointed out key flaws in the arguments presented by Tesla's defense, emphasizing that the common law ratification attempt was ill-conceived and inconsistent with established legal principles.
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