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Mathieu Shapiro Offers Insights as Tesla Plans to Appeal Elon Musk’s $55 Billion Pay Ruling

December 04, 2024

Obermayer managing partner Mathieu Shapiro was featured in Business Insider on December 3, 2024, discussing Elon Musk’s ongoing legal battle over his $55 billion Tesla compensation package. The case has entered a new phase after a Delaware judge struck down the package, prompting Tesla to announce its intent to appeal, arguing that the ruling undermines shareholder authority.

Mathieu Shapiro, the managing partner at Obermayer, told Business Insider that appeals processes often take a year or longer.

Shapiro, who’s also a member of Obermayer’s litigation department and focuses on business and commercial litigation, highlighted the need to balance Delaware’s corporate self-governance principles with concerns about excessive executive compensation and Musk’s influence as a prominent businessman.

While appeals are generally difficult to win, Shapiro said Musk’s case was “novel” and contained unpredictable elements. One issue that might come up is whether Musk influenced the negotiations over his Tesla pay package, as the trial judge suggested in her initial ruling, he said.

“Little law addresses executive compensation, let alone what seems to be the largest-ever compensation deal at a US public company,” Shapiro said.

Given that Musk’s pay package was set to be the largest ever for a CEO, there aren’t many cases to turn to for direct precedent.

Tesla may explore reintroducing Elon Musk’s compensation package under Texas law, following the Delaware court’s rejection. However, Shapiro emphasized that replicating the original plan in Texas would be “very difficult,” as it was tied to specific performance targets and Tesla’s 2018 stock price.

Shapiro said Musk’s decision to appeal or reintroduce the package in Texas depended on multiple factors — and underlying motivations.

While financial stakes may be at the core, this case also highlights broader issues concerning U.S. public companies and the extent to which shareholders and courts can influence management’s decisions.

“Or is it about his public persona and his reputation and how those things are understood in future business dealings,” Shapiro said. “If he were my client, I would have a discussion about all of those things before deciding what path forward was best for him.”

Read the full article here.