‘Defies common sense and’ …: What Elon Musk said in his appeal as he goes to court again to reinstate his $56 billion Tesla pay package

Elon Musk has again launched an appeal to reinstate his record-breaking $56 billion compensation package from Tesla, arguing that a lower court judge committed multiple legal errors when she voided the deal in January 2024. The 2018 pay package, which shareholders approved twice, fueled tremendous growth for the electric vehicle company, but Chancellor Kathaleen McCormick of Delaware’s Court of Chancery ruled it was unfair to investors. In the opening appeal brief, Elon Musk and current and former Tesla directors who are co-defendants asserted the judge that McCormick’s “counterintuitive” decision “defies settled principles of Delaware law, sound corporate governance, and common sense.” They contend she incorrectly applied the stringent “entire fairness” legal standard by concluding Musk controlled the pay negotiations with a 21.9% stake in Tesla and that the directors who greenlit the package had conflicts of interest due to ordinary business ties.