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Somewhat tangential, but this bit caught my eye: > But on Monday, that motion was denied. McCormick said that although the package was once again ratified by a
by aw1621107 2y ago
Somewhat tangential, but this bit caught my eye:
> But on Monday, that motion was denied. McCormick said that although the package was once again ratified by a majority of shareholders, that didn’t mean Musk’s record-breaking payday was in shareholders’ best interests.
I'm not sure this is a particularly great description of the decision on the part of the linked article since I don't think that part of the decision rested at all on whether the compensation package was "in shareholders' best interests. From the decision [0],
> There are at least four fatal flaws [with the ratification argument]. First, the defendants have no procedural ground for flipping the outcome of an adverse post-trial decision based on evidence they created after trial. Second, common-law ratification is an affirmative defense that must be timely raised, which means that, at a minimum, it cannot be raised for the first time after the post-trial opinion. Third, what the defendants call “common law ratification” has no basis in the common law—a stockholder vote standing alone cannot ratify a conflicted-controller transaction. Fourth, even if a stockholder vote could have a ratifying effect, it could not do so here due to multiple, material misstatements in the proxy statement. Each of these defects standing alone defeats the motion to revise.
[0]: https://assets.bwbx.io/documents/users/iqjWHBFdfxIU/r_wXxfW2wy_M/v0 https://assets.bwbx.io/documents/users/iqjWHBFdfxIU/r_wXxfW2...