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There's definitely an "investor beware" signal here, especially with companies like Meta that have dual-class share structures (or Tesla, which Musk has unwarra

There's definitely an "investor beware" signal here, especially with companies like Meta that have dual-class share structures (or Tesla, which Musk has unwarranted direct control over and which he has expressed his desire to convert it to a dual-class structure). Texas isn't exactly the extreme "YOLO your fiduciary duties" wild west that, say, Nevada is, but when a company signals that they don't want the stability, predictability, and extensive experience in business law that Delaware provides, you have to assume that it's not looking out for its shareholders' best interests.

HillRat 2y ago
Also, speaking of Musk, note that for all his fits of pique over losing in chancery court over his attempt to wriggle out of a terrible contract that he wrote (Twitter) and a pay package that was rubber-stamped by a conflicted-controller BoD, he also notched some notable wins on some non-slam-dunk cases there, such as upholding Tesla's acquisition of his cousins' failing company SolarCity.
- kjksf 2y ago
  > pay package that was rubber-stamped by a conflicted-controller BoD Pay package was voted on by 75% shareholders, twice, so that's a gross misrepresentation of reality
  - jedberg 2y ago
    No, it was voted on by 75% of shares. Musk alone is 12% of that.
    - diogocp 2y ago
      > 72% of all votes cast (...), excluding votes of shares owned, directly or indirectly, by Messrs. Elon and Kimbal Musk. https://www.sec.gov/Archives/edgar/data/1318605/000110465924071439/tm2413800d31_8k.htm https://www.sec.gov/Archives/edgar/data/1318605/000110465924...
      - jedberg 2y ago
        That's still shares though, not people. Ok, we've excluded two large shareholders, but there are still plenty other large holders who are friends and associates of the board.
        diogocp 2y ago
        I'm not sure what your point even is. Large shareholders have large shareholdings. They have a lot of skin in the game. They're going to vote according to what they think is best _for themselves_, not for Musk. You don't fool around when you have billions of dollars at stake. Small shareholders who only own a couple of shares can afford to vote for fun because, at the end of the day, the outcome won't affect them much. And for fun they did vote, 90% in favor. [1] Their support was never really in question. The only doubt was whether the big institutional investors (BlackRock, Vanguard, etc.) would go along with it. Vanguard had actually originally voted against it in 2018, but supported it in 2024. [1] https://www.reuters.com/business/autos-transportation/musks-small-investor-army-cheers-apparent-approval-56-billion-tesla-pay-package-2024-06-13/ https://www.reuters.com/business/autos-transportation/musks-...

HillRat 2y ago

Also, speaking of Musk, note that for all his fits of pique over losing in chancery court over his attempt to wriggle out of a terrible contract that he wrote (Twitter) and a pay package that was rubber-stamped by a conflicted-controller BoD, he also notched some notable wins on some non-slam-dunk cases there, such as upholding Tesla's acquisition of his cousins' failing company SolarCity.

kjksf 2y ago
> pay package that was rubber-stamped by a conflicted-controller BoD Pay package was voted on by 75% shareholders, twice, so that's a gross misrepresentation of reality
- jedberg 2y ago
  No, it was voted on by 75% of shares. Musk alone is 12% of that.
  - diogocp 2y ago
    > 72% of all votes cast (...), excluding votes of shares owned, directly or indirectly, by Messrs. Elon and Kimbal Musk. https://www.sec.gov/Archives/edgar/data/1318605/000110465924071439/tm2413800d31_8k.htm https://www.sec.gov/Archives/edgar/data/1318605/000110465924...
    - jedberg 2y ago
      That's still shares though, not people. Ok, we've excluded two large shareholders, but there are still plenty other large holders who are friends and associates of the board.
      - diogocp 2y ago
        I'm not sure what your point even is. Large shareholders have large shareholdings. They have a lot of skin in the game. They're going to vote according to what they think is best _for themselves_, not for Musk. You don't fool around when you have billions of dollars at stake. Small shareholders who only own a couple of shares can afford to vote for fun because, at the end of the day, the outcome won't affect them much. And for fun they did vote, 90% in favor. [1] Their support was never really in question. The only doubt was whether the big institutional investors (BlackRock, Vanguard, etc.) would go along with it. Vanguard had actually originally voted against it in 2018, but supported it in 2024. [1] https://www.reuters.com/business/autos-transportation/musks-small-investor-army-cheers-apparent-approval-56-billion-tesla-pay-package-2024-06-13/ https://www.reuters.com/business/autos-transportation/musks-...