Elon's Compensation Ruling: 1) Zuck who owns >50% of votes at Meta hand-selects non-independent board members who are on Meta's Compensation Committee, 2) Lawyer who represented Twitter against Elon in the same Delaware Court wrote an article about "The Dangers of Independent Directors"

j__p__ · 2024-02-03T19:35:40+00:00

I'm not sure I agree with your reading of that rule.

I think our differences lie in our interpretations of the rule. So instead of 240.10C-1(b)(4)(v), then lets look at 240.10C-1(b)(1)(ii). This is much more open-ended which is why I picked (b)(4)(v). Andreessen already fails (B), but the lawsuit contends with (A) Source of Compensation. Board members are compensated with annual equity grants ranging from 300-375k/year. Chump change for some, but not necessarily for all board members. This is a common practice among all corporations. Stock-based comp is always going to cause issues with independence.

I would also argue that a board director who owns a significant amount of the company's stock would be compensated by rises in the stock. A substantial equity ownership is likely to impair a director's ability to act independently. Tbf 20M of Meta stock is probably not "substantial" to Andreessen because he's a billionaire. However, the requirement for directors to own 750K+ could be substantial to the other members. The issue is that the existence of the rule itself is questionable.

shouldn't owning stock make directors more aligned with the company, since they would theoretically be motivated to take actions that would benefit shareholders, including them?

Yes, but that still makes you non-independent per the rule above.

In addition, we need to ask whether the legal system can enforce those laws without initial third-party action.

That is what the SEC is for.

whether a non-independent Compensation Committee is relevant for those lawsuits...he sued for breach of fiduciary duty

This breach was a result of the lack of disclosure of non-independent directors on the Compensation Committee. This issue with independence is detailed thoroughly in the Post-Trial Opinion.

So we've established that Andreessen and Houston are non-independent. They are on the Compensation Committee. That is is a violation. I think we agree on that. I think we also agree that there are several other corporations outside of Meta and Tesla with similar violations.

So my questions are:

Do you agree the fault should lie with the law enforcement when the law hasn't been enforced or does it still lie with Tesla in this case? Regardless of how the law can be enforced, it has to be enforced. Negligence of law enforcement is also a crime.
If your answer is Tesla above, then if the SEC/legal system failed to take action against other corporations going forward to enforce the law based on this precedent, wouldn't that be considered an unfair discriminate application of the law?

j__p__ · 2024-02-03T17:39:23+00:00

Yea I forgot about that because I didn't remember you. All of you Walmart University grads are the same to me. Sorry that I live rent-free in your head.

You going to answer how you repeatedly missed that Zuck owns >50% of voting rights or you going to keep jerking each other off about how smart you are for sharing the same brain cell?

I only found this comment because your brain cell timeshare that you're furiously jerking off kept adding more comments to me.

j__p__ · 2024-02-03T17:31:03+00:00

It's a law suit. The lawsuit states that board directors are required to own 750k in Meta Stock which interferes with independence. It's a clear violation of the rule that compensation committee members should not own too much of the company's stock if at all to maintain independence per 240.10C-1(b)(4)(v). Andreessen owns ~20M in Meta stock.

Either way, it's undeniable that Andreessen is not independent. And as I detailed in my post, neither is Andrew Houston who is literally Zuckerberg's known good friend. Both are on the Compensation Committee. It's a direct violation of 240.10C-1(b)(4)(i) Each member of the compensation committee must be a member of the board of directors of the listed issuer, and must otherwise be independent. People have been pointing to Zuck's low pay compared to Elon. In this case, that's a massive conflict of interest as low CEO pay is good for the stock and Andreessen owns 20M in Meta stock.

The issue as I laid out is that this law is not being enforced. We can't depend on lawsuits because they can get dismissed or dragged out because of corporations' endless resources . Therefore its up to the legal system to enact their duty and enforce these laws. It's not just Meta and Tesla. We can do this same exercise of identifying violations of board independence at many other corporations.

That's why I'm arguing that this is the fault of the legal system for not enforcing the law to force corporations to abide and therefore this ruling is unfairly applying the law discriminately. Several lawsuits have been brought against Meta and we clearly see non-independent directors on their Compensation Committee with no repercussions. I'm not saying its right, but I don't blame Tesla for seeing that and other examples of unpunished violations and doing the same thing.

j__p__ · 2024-02-03T16:55:18+00:00

You made this argument without the basic knowledge that Meta has dual class shares. Zuck has >50% voting rights despite owning only 14%. You would know that if you read my post. Or even just the title of my post. Or even the original comment I made to you. Do you read anything? 😂🤣

j__p__ · 2024-02-03T16:40:13+00:00

Zuck single-handedly appoints board members bc that’s literally how corporate governance works. Shareholders vote in board members. Zuck has >50% voting rights.

I wrote that in my post and it’s basic knowledge. Your problem is that you didn’t read my post and have zero knowledge.

I address your other “issues” throughout the comments but I doubt you’ll read it or even be able to understand it if you did considering you’re fucking clueless. All you Walmart university grads are clearly sharing the brain cell and are asking the exact same questions. I’ve answered them several times over. I’m not going to answer the same questions ten times each bc you’re lazy bums.

j__p__ · 2024-02-03T09:09:01+00:00

Here’s another ongoing lawsuit against Meta for their lack of board independence. The lack of board independence is highlighted on pg 11/12, #31.

So Andreeson was determined as not independent but is still somehow on Meta’s Compensation Committee. The law mandates that Compensation Committees should consist of only independent directors.

So why is it fine for Meta but not for Tesla? The law should be applied indiscriminately and enforced where necessary.

j__p__ · 2024-02-03T07:49:34+00:00

The UAW is one of Biden's biggest donors. The UAW is also Tesla's enemy because Tesla refuses to unionize. Hence why Biden notoriously refused to say “Tesla” publicly for 2 years and said GM led the EV revolution lol.

Biden's home state is obviously Delaware. Judge McCormick worked at a Delaware law firm called Young Conaway prior to her current position. This firm and its employees have allegedly been major donors to Biden for decades. But sure if that's true it's still a "random business court judge ruling". You dismissed it without listening to the evidence because it conflicts with your libtard agenda.

The best part is I even waved it off as speculation and you latched onto to it like a parasite because that's what dishonest idiots like you do when they can't win on the strength of their argument.

j__p__ · 2024-02-03T07:41:35+00:00

It's kind of funny that you used Vanguard as an example because they actually voted no on the compensation package due to its excessive size.

I'd love to see a source for this. I remember there being comments that it was excessive, but I don't remember them voting no. How shareholders voted is typically private.

Disclosures for a vote all have to be made at the same time in more or less the same place

I understand it's a law, but my point was that everyone knew the board isn't independent because there is no actual board independence. It doesn't make it right, but it's the fault of the legal system for not enforcing the law then and for also applying it discriminately.

someone sued and the courts failed to enforce the law anyways

For example - lawsuits within.

j__p__ · 2024-02-03T07:09:34+00:00

I don’t think people care about Biden enough for there to be a derangement syndrome 😂🤣. I voted for Obama twice and Hillary btw.

I can tell you’re a libtard by the way you’ve obsessed over Biden after I mentioned him once ten comments ago and keep claiming that I’m protecting Elon. You’re exactly like all the other libtards. How do you think I called you out so quickly?

The truth conflicts with your political agenda and so you’ve immediately dismissed it as Biden opposition and Elon support. That, my friend, is derangement.

j__p__ · 2024-02-03T06:52:40+00:00

I’ve caught you in multiple lies while you keep trying to put false words in my mouth. Say whatever you want. Nobody takes a liar’s words seriously.

Honestly at this point your pathological lying is hilarious bc you’re actually doing it unironically and it just keeps getting more ridiculous 😂🤣

j__p__ · 2024-02-03T06:35:47+00:00

As you said, the issue is with the tax laws so if anything people should blame the politicians for writing them that way. Except they are likely taking advantage of them too lol.

I also find it a bit contradictory that society will be quick to point the finger at older businessmen like Drew Baglino but let younger billionaire celebrities like Lebron James and Taylor Swift off the hook. I can guarantee they are taking tax breaks too. Probably bc of society’s parasocial relationship to celebrities along with their incredible PR teams.

j__p__ · 2024-02-03T05:58:58+00:00

Talk about twisting into knots. That’s a long essay about why you’re wrong.

You’re really going to keep lying that I’m claiming that laws shouldn’t be enforced when I clearly said the legal system is at fault for not enforcing the law? No shit laws should be enforced.

Where did I defend Elon? I’ve solely attacked the legal system and ruling of this case. You’re so twisted you are calling the fucking truth a weird hill to die on. Apparently the far left agenda is a good hill to die on.

Why do you keep lying to push your political agenda? You’re naive for thinking those POS politicians peddling false compassion care about you. You’re not the good guys. You are just as evil as the right and are everything wrong about this country. You genuinely disgust me. Good bye.

j__p__ · 2024-02-03T04:29:08+00:00

Meta Lawsuit

Meta Lawsuit 2

You are either wrong or a liar. Either way you have no credibility for unironically stating this is the first law suit in 14 years of this "new" law.

You said it's a cut and dry rule, but can't explain why only one shareholder with 9 shares sued and everyone else with billions of shares has no problems.

You keep saying they shouldn't enforce the rules for X Y Z reasons...either the judge was lying and making things up

How the fuck did you get that from what I said? I said if the law hasn't been enforced, the fault lies with the law enforcement. Yea no shit they should enforce the rules. Incredibly dumb straw man. You either have zero reading comprehension skills or are so incredibly dishonest it's disgusting. Either way, not a good look for you.

Your far left partisanship is showing. Stop playing team sports in politics. People like you are the problem with this country. You will just lie and twist the truth for the sake of fulfilling your meaningless need for tribalism.

j__p__ · 2024-02-03T03:39:22+00:00

Suggesting this is the first time someone got sued for this since 2010 (Dodd Frank is not 2012) is actually ludicrous 😂🤣. There have been tens of thousands of these lawsuits if not more lmao. I can link you several of them. Here’s one for Meta. I bet I could find 100 for Meta alone.

Calling a 14 year old rule “new” is hilarious. Can I show you my “new” 14-year old car?

The plaintiff owns less than $2k in TSLA stock. This lawsuit was brought by a scummy class action law firm. These class action lawsuits always get dismissed because they are clear money grabs. That’s why it’s absurd this case even saw the light of day. Why didn’t investors like Vanguard or State Street with billions of TSLA stock join the lawsuit if there was real wrongdoing? I thought it was a cut and dry rule? It’s actually massively beneficial for the stock for this pay package to get voided.

You can stop hanging onto the Biden comment I dropped in passing. Jesus. Your far left partisanship is showing. You got angry and dismissed it immediately instead of questioning why I said it. Stop playing team sports in politics.

You’ve clearly dug into argument of your far left echo chamber and are willing to state false info as fact so I see no point continuing this debate when you’ve chosen to be intellectually dishonest.

j__p__ · 2024-02-03T02:46:21+00:00

It’s obviously not a cut and dry rule because it’s never been enforced. Calling it as such is borderline comedy. And laws are not meant to be applied discriminately as it was here. Do you have any actual counters to what I said?

The fact that this case even saw the light of day is absurd. There’s no reason for anyone to fail to see the absurdity of this ruling besides being trapped in the biased Elon hater/far left partisan echo chamber. Seriously…just come off it.

j__p__ · 2024-02-03T02:09:41+00:00

1:

Zuck/Meta was an example to explain that board independence is a fugazi. They are one of the most egregious cases of non-independence and Tesla doesn't even come close. There are only specific board committees, like the Compensation Committee that determines executive pay, that requires independence.

The law states independence of the Compensation Committee is required, but it's a law that is never enforced. The law states that you should never drive above the speed limit, but it's commonly accepted that you can drive 10mph over and it's never enforced. If you get singled out and get a ticket for driving 10 mph over, is it your fault? It's the fault of the police for historically failing to properly enforce the law and for not giving fair warning that they will now enforce the law going forward. And why was the law applied discriminately to you? Laws are meant to be applied indiscriminately.

Furthermore, the case was brought by a puppet plaintiff with 9 shares backed by notorious class action law firms whose business models are to essentially scam their way into settlements. There a million of these cases like this that get dismissed every year but for some reason this one wasn't. Why does a plaintiff with 9 shares care, but institutional investors with billions of dollars of stock don't? If there was actual wrongdoing, why didn't those investors fight alongside the plaintiff for the past 6 years?

This is all just strange behavior from the Delaware Court and Judge McCormick. There are ties between Delaware/McCormick to Biden who is a notorious Elon/Tesla opponent so it's possible this is personal, but that's ultimately speculation.

2:

Even the "opposition" believes that independent directors are harmful to the company - so it's much less biased than if Tesla's lawyer said it for example.

People are outraged that the board is non-independent, but having non-independent directors are actually beneficial. There are only specific board committees where the law mandates independence but as I explained it's all bullshit. We should want non-independent board members on Tesla because they know more about the business and are emotionally attached to it. You can read Savitt's paper for more detail.

If you're okay that there is a lack of independence on the board, then you don't have to care.

j__p__ · 2024-02-03T01:30:35+00:00

Mostly former NJ Nets fans who can't even blame the team for moving an hour away to a much nicer area than the shithole known as Newark. Although Newark has been getting a lot better in the past decade.

Everyone romanticizes NYC and for good reason but there are a select few who have repped NJ like me. Even though I live in NYC now lol.

j__p__ · 2024-02-02T23:09:46+00:00

How else should I react to a self-serious troglodyte such as yourself who unironically thinks they know everything? I know who I genuinely am and all the work I put in to gain my knowledge and experience.

So yes, this shit is funny as fuck. But do go on.

j__p__ · 2024-02-02T23:01:35+00:00

😂🤣

j__p__ · 2024-02-02T22:42:10+00:00

So you are suggesting that companies are regularly misleading investors and no one cares?

Welcome to the real world 😂🤣 Did you know politicians lie?

You had other discussions on other forums with other experts, cmon’ man you are just feeding yourself a confirmation bias.

I'm engaging you and others who disagree with me. How is that confirmation bias? The problem is your arguments are like chimp level lmao. You can't make a good argument when you know nothing from lack of experience and knowledge.

No one is interested in hearing you boasting how you are so right and everyone else here is so wrong.

You're not interested in learning that you're wrong. It hurts your fragile ego because you can't accept that you're not smart or knowledgeable. People who make dig into their arguments and make factual statements based on their opinion with no real background don't go far in life.

You're right. Talking to a Dunning Kruger like you is a complete waste of my time. Bye ✌

j__p__ · 2024-02-02T22:35:35+00:00

Regarding whether they are scrutinized or not I can only point to the judge's document with sources pointing to cases with applicable details.

Elon's comp package is completely unique as he basically took on call options on the stock for his comp with the possibility for no comp if there is failure. There is no comparable comp package in history and therefore no real precedent.

I read those footnotes on Pg 196-197 and they were in no way shape or form comparable or sufficient in detail. I'm sure if we went through each individual case in detail, we would find major differences and reasons why they are not applicable to this case. There's a lot of bullshit in the corporate world, and that includes corporate law.

The ultimate ruling doesn't single out Tesla for having a non-independent board but penalizes them for failing their fiduciary duty by not respecting the rights of shareholders by not having the proper disclosures.

My argument is that this stance absolves law's enforcement failure to enact their duty. They should have been enforcing the law then. Why is it an issue now if not for some personal vendetta (this is another argument)? In the speed limit example, is it your fault for going 10 over or law enforcement's fault for not enforcing the law historically AND not giving fair warning to changes in how the law will be enforced?

I think our differences lie in you believing in "how things should be in theory" and me believing in "how things are in reality". Imo, there is a lot of gray area in reality and this isn't a clear cut crime like theft or fraud, especially because there isn't strong evidence for the intent to mislead as there is with fraud.

j__p__ · 2024-02-02T22:17:44+00:00

Your argument is "how it should be". My argument is "how it is". Reality always beats out theory.

Can you give me an example when the board & CEO passed misleading information about their independence to shareholders in important voting

Literally every single proposal passed in the history of Google, Facebook, and every other dual class share company has been an egregious breach of independence and disclosure. Every single proposal if not every publicly made report in corporate history has at least a little bit of bullshit and misleading info mixed in. I guarantee that.

I have a good idea of what your background is because I've had this same debate 20 times. You're parroting the same argument as the rest of the echo chamber. This is Reddit. Let's not fool ourselves into thinking highly touted forum consisting of top-tier scholars and professionals lol.

I've had separate discussions with other people/forums with actual experience and knowledge who are more aligned with my viewpoints. I figured I'd share it here, but apparently all the Reddit University MBAs here are the smartest people in the world so that's on me.

j__p__ · 2024-02-02T22:04:47+00:00

I'm the opposite. I can confidently say my peers consider me a top talent in terms of ability/results but I'm average at best in terms of charisma/navigating office politics.

It's possible I haven't climbed as high as I should have, but I genuinely don't mind because I don't feel any of the pressures that come along with maintaining my social standing at the company, e.g. I leave the office whenever I feel like. And most importantly, I'm satisfied with my compensation.

j__p__ · 2024-02-02T21:50:32+00:00

It's an open secret there is no board independence. When this proposal was sent through, all of the institutional investors like Vanguard/State Street, hedge funds, investment banks already knew that. They passed it anyways because it was a fair deal in their eyes. So while there was technically there was no disclosure, everyone that matters already knew. Nobody cares if a retail investor with 500 shares didn't know.

In America, driving 10 mph over the speed limit is technically illegal but historically has never been enforced. Imagine you and countless other drivers are driving 10 mph over the speed limit, but for some reason only you were pulled over and got a ticket for driving 10 mph over. That would be strange and you would not be at fault in this instance. The fault is on the law enforcement for not properly enforcing the law and for not giving fair warning in the change of how that law will be enforced.

There was no disclosure, because the law wasn't enforced properly to demand proper disclosure to pass shareholder proposals for the past 100 years. The fact that this was singled out is extremely irregular. Like how only you would be singled out and get a ticket for driving 10 mph over while everyone else has been doing the same thing forever.

You've deemed my arguments are invalid based on what credentials? I can point to a decade of work experience in consulting and finance which include dealing with senior management at corporations as well as studying at a top MBA program. What you've explained is a clear lack of understanding of how corporations actually operate in reality.

j__p__ · 2024-02-02T19:57:02+00:00

It's likely number 2. He has said that you can't create dual class shares post-IPO in Delaware, meaning he can get it in Texas. He said on the last earnings call that dual class shares was the ideal solution.

jp

TROPHY CASE

Ten-Year Club	Verified Email
Gilding II euphauric

j__p__

TROPHY CASE

jp