leetgirl83
Born on October 03, 2023•19 Karma
I think you can credibly make the argument that when these protocols were invented, the intent wasn't for the data to be this public or accessible, and that we could perhaps update the protocols to avoid something like this.
But from a technology point of view, saying that flight data is somehow private is like saying that if I set up an FM radio station and someone buys an FM radio and listens in they're somehow snooping on my radio station.
I think it makes sense for that data to be public. If you don't like it don't fly.
Also you can't prevent this sort of thing. Airplane ADS-B squawks ident info for collision avoidance and to help ATC (Air Traffic Control). The signal is simple for reliability and compatibility. Anyone can receive that data.
This whole thing about her carbon footprint is also nonsense assuming those jets are ferrying her crew and equipment that would just have to travel by commercial jet otherwise. Unless it's a lux jet just for her it makes as good as no difference in CO2 emissions whether her jet emits them or she pays United to do it.
Why would we assume anything else? There’s probably a private jet for her and a chartered one(s) for crew and equipment
But if the jet is configured to carry a decent number of people and is a substitute for buying her + crew (dancers, musicians, assistants, tech, etc) commercial tickets then the entire complaint about emissions is nonsense.
Instead we get headlines like "Tesla recalls all 2.2 million vehicles in the US amid probe of Autopilot crashes - WSJ"
NINE SHARES OF TESLA STOCK.
That's a grim worldview.
This shareholder should completely have had his view steamrolled from a “what he thinks the company should do” perspective. However, he is definitely entitled to file a lawsuit if he thinks there was governance fraud.
So what are we even talking about?
This has nothing to do with him having a say in how the company is run.
Arguing that wealth puts you above the rule of law is what's stupid.
That is precisely what's being said. Re-read the thread from the beginning.
> People are lamenting that having 9 shares gives you less say in anything
That's not what "lamenting" means.
“Might makes right” is how literally every shareholder vote and by proxy how every share ownership company is driven. Might doesn’t make right for actual law violation, but that’s not what the comment scopes it to.
You've lost track of the thread.
Maybe it's why there was a court case in the first place.
(Before I am tarred and feathered this is purely satire. But equivalent to the legal argument being discussed here)
No, the court should have the same, identical standard for all cases. Equal access to the legal system and predictability are tenets of the rules of law.
NINE SHARES OF TESLA STOCK.
NINE SHARES OF TESLA STOCK.
As of 2023, these goals have been met, and yet, the judge will rule in favor of a shareholder who holds 9 TSLA shares that the plan is excessive and should be voided.
Interesting, isn't it.
I think the argument was that the vote wasn't valid because the the voters weren't properly informed and that Tesla didn't actually try to negotiate too hard to get a better deal for shareholders.
That being said, I have no idea about the law surrounding this stuff, just trying to add more context.
[0]: https://electrek.co/2024/01/30/elon-musk-billion-tesla-ceo-c...
What I think is more interesting is how the duties imposed on controllers, directors and officers of Delaware corporations are, in my opinion, one of the key factors that have directly contributed to such a massive creation of wealth over most of the past century that $56 billion is a merely a drop in the very large bucket.
Delaware as a venue for capital formation and value accretive corporate norms works so well that I’d think anyone raising third party capital would welcome the enforcement by all shareholders, whether they hold a million shares or just a single one.
https://www.sec.gov/Archives/edgar/data/1318605/000119312518...
In particular, this part:
The Compensation Committee has overall responsibility for recommending to our Board the compensation of our Chief Executive Officer and determining the compensation of our other executive officers. Members of the Compensation Committee are appointed by our Board. Currently, the Compensation Committee consists of four members of our Board: Brad Buss, Robyn Denholm, Ira Ehrenpreis and Antonio Gracias, none of whom is an executive officer of Tesla, and each of whom qualifies as (i) an “independent director” under the NASDAQ Stock Market Rules and (ii) an “outside director” under Code Section 162(m).
But according to the opinion, the issue was not what was included in the proxy statement, but what was left out. For example, details about those directors and their relationship with the CEO. Was that intentional?
Call me crazy, but having the CEO's divorce lawyer as the General Counsel is impossible to ignore as a potential red flag. Why. There are only so many reasons he would be given the job and most of them are problematic. Was he in charge of preparing this proxy statement.
Interesting context. (Note: I'm not from USA)
Note that board has always been given compensation way out of line with any business ever before and it has been notably spineless through Musk's fraud convictions, impregnation of co-workers, pedo-gate abuse, open racism, drug use, erratic behaviour and that he is clearly absent from the business from the business 80%+ of the time and the product pipeline has been dead for years.
The man already owned a ton of shares which gave him huge upside on success aka "incentive" and said he wasn't leaving so what were the shareholders paying for? The board had a fiduciary duty to negotiate the best deal and instead they gave him what he asked for - a package many orders of magnitude greater than any CEO compensation ever before. What would the no. 2 CEO pick have cost?
No small issue is that we will likely see how temporary these "achievements" are as Tesla will, someday, be priced like a car company and Tesla's books have had red flags over them for a decade.
A shareholder filed a lawsuit, it went to the courts, a judge ruled on it. What's the issue?
What recourse does a minority investor have if the BoD, which is supposed to represent shareholder interests, is full of CEO loyalists agreeing to cartoonishly large bonuses?
Potentially, yes. Stockholders did complain about the proposed grant even with their incomplete information; who knows what they might have said if the disclosure were more complete. From the opinion:
> The two largest proxy advisors, ISS and Glass Lewis, both recommended voting against the 2018 Grant.
> [Specific details about the objections from ISS/Glass Lewis]
> Stockholders also criticized the Grant, noting that Musk’s Tesla equity provided sufficient motivation for Musk to perform, the Grant’s size and dilutive effects were excessive, the EBITDA milestones were too low, and that linear milestones were inappropriate for an “exponential company” like Tesla.
If the stockholders knew that the directors were not independent and/or that there wasn't a substantial negotiation and/or that (some of?) the planned targets were not that ambitious, then they may reasonably say no to the grant.
> the board went alon[g] with it
The board was not independent. There were nine directors on the board, but one left early, so that leaves 8. Elon is one and his brother another. Antonio Gracias and James Murdoch have close personal ties to Elon, and the former is also very heavily invested in Elon's businesses. Ira Ehrenpreis also has a "weighty" relationship with Elon and is also invested in Elon and Kimball's business ventures other than Tesla, though not to the same extent as Gracias.
The first 3 (Kimball, Gracias, and Murdoch) were determined to lack independence from Musk due to their close personal relatioship - 4 out of 8, and that doesn't include Ehrenpreis' personal ties.
In addition, the judge found that the board didn't act independently either. Some of the members themselves testified that they were working together with Musk during the negotiations - hardly a sign of acting independently of their personal ties.
> and the shareholder approved
That was determined to be irrelevant due to Tesla making material omissions in the proxy statement before the vote.
> The fact that a judge can come in and completely reverse such a decision is mind blowing and seems more like a judicial activism.
That's the law. If you break the rules it's not unreasonable to be prevented from reaping the rewards of doing so.
Some of them, at the very least. If you were projecting that you were going to meet some of the milestones before offering the compensation plan and tell your investors that you project that you have a >=70% chance of meeting some of the milestones a few months after offering the grant, then I think it's reasonable to claim that at least some of the milestones were not that ambitious.
Some of the shareholders made similar criticisms, even without knowing about the internal projections.
> One very small shareholder and a judge with bias overrule the majority of shareholder
The shareholder vote was not fully informed, so it counts for little in these types of matters. Shareholder size also doesn't matter - they're all equal under the eyes of the law. Might doesn't make right.
I'm also curious - why do you think the judge is biased?
All covered in the judgement. Shareholders can't act in their best interests if they don't know that the advice they're getting is a product of conflict of interests instead of a genuine independent recommendation.
> the company hit the milestones.
Irrelevant since we don't know if the company would have hit those milestones regardless. The ruling covers this, in her judgement Elon had sufficient motivation with existing equity that the pay package was unnecessary from the interests of shareholders.
Enforcing the law is not “judicial activism”
Also agreed that this is the crux of the reasons why the pay package was so problematic.
“ Why is that an incredible investment opportunity? Something like ~53% of the voting power is owned or controlled by Zuck, and there’s no indication that he has any plans to meaningfully return money to shareholders,* rather than continuing to write ten-digit company checks every month to fund the metaverse. If you want to buy META as a bet on Zuck himself or the success of their conception of the metaverse, that’s one thing, but I don’t see how this is a reasonable value investment based on their current management and capital structure. * I know Meta has done stock buy-backs from time to time, which are of course economically equivalent to a dividend (except more tax efficient), but from eyeballing their history of repurchases, it looks like they, like many issuers, managed to set billions of dollars of shareholder money on fire by repurchasing the stock while it was trading at rich multiples.”