Business
Column: Elon Musk thinks Tesla's investors love him. He's very wrong
No one who has followed the career of that famously self-effacing and modest business leader Elon Musk could have expected him to boast openly about having secured approval from Tesla shareholders for two important initiatives: moving the company’s state of incorporation to Texas from Delaware, and “ratifying” his massive 2018 compensation package after it was invalidated by a Delaware state judge.
Ha ha. Just kidding. The day before the votes were formally tallied and announced after the company’s annual meeting Thursday, Musk telegraphed the results on X, formerly Twitter, the social media platform he owns.
Both resolutions “are currently passing by wide margins,” he tweeted on last week, adding, “Thanks for your support!!” and bracketing that line with a quartet of valentine-red hearts.
The board should recognize the influence of the sword of Damocles hanging over shareholder heads: the outcome of any stockholder vote could well be seriously distorted by Musk’s looming threat.
— Lucian Bebchuk and Robert J. Jackson Jr.
Thursday evening, after the votes were in, he tweeted a photo of a cake with the iced legend “Vox Populi, Vox Dei,” a Latin phrase meaning “the voice of the people is the voice of the gods,” and appending the comment, “Sending this cake to Delaware as a parting gift.”
The Tesla board instantly executed the change of incorporation, which is evidently rooted in Musk’s conviction that Texas courts, which have little experience in adjudicating corporate governance issues, will be more pliant in his hands than the very experienced Delaware judiciary.
From all that, one might assume that the shareholder votes cleared away the legal complexities erected around the 2018 compensation grant by Delaware Chancellor Kathaleen McCormick in January.
That assumption may be wrong, according to several experts in corporate law. The idea that shareholders can retrospectively validate a corporate action overturned in Chancery Court is “divorced from the realities of Delaware law,” observed Charles M. Elson, one of the nation’s recognized authorities on the topic, in a May 13 legal brief.
That may not be the only issue about Tesla and Musk that is arguably divorced from reality. By many objective standards, the electric vehicle maker is in a bad way. A grim story was told by its first-quarter results, released on April 23. The company disclosed its lowest automotive profit margin, 15.9%, in five years, a major decline from its peak of about 30% in the first quarter of 2022.
That reflected several rounds of price cuts to keep Tesla vehicles moving off the lots, resulting in a decline of $2.42 billion, or 13%, in auto sales during that quarter from the same quarter a year earlier. Tesla delivered 386,810 vehicles in the first quarter, down by 8.5% from the same quarter a year earlier. That includes deliveries of its most highly touted new model, the Cybertruck pickup, which has been ridiculed in the automotive press and on social media for its risibly blockheaded design and mechanical and cosmetic flaws.
Tesla faces stiffer competitive headwinds than it has encountered at any other time in its history. These are coming not only from legacy automakers that are coming to market with hybrid and fully electric models, but the Chinese EV-maker BYD, which overtook Tesla in deliveries in the fourth quarter of 2023, when it sold more than 526,000 all-electric vehicles compared with Tesla’s 484,510 in the same period.
More troubling from Tesla’s standpoint, BYD is taking steps to expand its market significantly beyond domestic drivers and into Europe and even the U.S.
Tesla also faces more shareholder discontent over Musk’s role in the company. In the past, his image as a technological visionary was inextricably linked with Tesla’s image and the appeal of its products; a Tesla without Musk at the helm was almost unimaginable. Investor confidence in his leadership was manifest; the share price closed on Nov. 1, 2021, at $407.36, when the company’s market value peaked at a stupendous $1.2 trillion.
More recently, Musk’s reputation has waned among significant segments of the public, thanks to the increasingly strident, partisan, reactionary and antisemitic viewpoints he has expressed on X.
Investors aren’t especially happy about the company’s shrinking prospects. The shares are down by more than 54% from that peak close in 2021, by more than 33% from a year ago, and by nearly 25% year-to-date. As I write, Tesla’s market value is less than $600 billion.
One issue roiling the investor cadre is whether Tesla is as important to Musk as it used to be. His corporate universe includes not only X, but SpaceX and an artificial intelligence company dubbed X.AI. Musk has on occasion poached talent and resources from Tesla to benefit his other companies.
The Tesla board has gone along with that, but not all investors feel so tolerant. Two individual shareholders and the Cleveland Bakers and Teamsters Pension Fund sued over the practice on Thursday — filing the case in Delaware right under the wire before Tesla followed through on the reincorporation vote by making itself a Texas company.
They say they’re irked because Musk had been touting Tesla as, in his own words, “an AI/robotics company that appears to many to be a car company” and “the biggest AI project on Earth.” That’s an indication that Musk wishes to capture for Tesla the superior price/earnings multiple enjoyed by high-tech and especially AI companies (at the moment) in comparison with car companies. But if he’s shifting his AI efforts out of Tesla, that obviously won’t wash.
And he seems to be doing so. The plaintiffs observe that Musk has poached AI engineers from Tesla to work at X.AI — at least 11 former Tesla employees went over to the new company. Furthermore, according to a report by CNBC cited by the plaintiffs, Musk personally ordered Nvidia, the global leader in AI processing chips, to divert 12,000 units ordered by Tesla to X and X.AI instead, adding months to the delays in “setting up the supercomputers Tesla says it needs” to develop robots and self-driving vehicles.
Even before the shareholder vote, Musk intimated by tweet that he might not be inclined to develop AI capabilities within Tesla, as opposed to at his other companies, unless the Tesla board granted him a 25% voting control of Tesla.
This isn’t the first time Musk has treated the companies he controls, whether private or publicly-traded, all as arms of his personal satrapy. After taking over X (then Twitter) in 2022, he brought over Tesla engineers to rework the social media platform’s software. And in 2016 he orchestrated a rescue of SolarCity, his failing solar power company, by merging it with Tesla. In that case, typically, his acolytes on both boards went along without objection and, evidently, without spending much time on analysis of the deal. (I’ve asked Tesla to comment on all these issues, but answers came there none.)
That brings us back to the compensation deal and Thursday’s votes.
In her 201-page decision issued on Jan. 30, Chancellor McCormick rescinded the 2018 pay package on several grounds. She found that the unprecedentedly large $56-billion package was excessive.
That was especially so given the control Musk exercises over Tesla as its largest single stockholder (with 21.9% at the time of McCormick’s ruling and 20.5% as of March 31) and through his personal relationships with and influence over several ostensibly independent Tesla board members — relationships which, McCormick found, had not been adequately disclosed to shareholders voting on the pay package.
Musk reacted to McCormick’s ruling by proposing to take oversight of Tesla’s government out of the Delaware Chancery Court’s hands through a reincorporation in Texas. The Tesla board, which had changed somewhat since 2018 but was still supine toward Musk, also asked shareholders in effect to overturn McCormick’s ruling by voting on the pay package again.
In setting up the second vote, the Tesla board didn’t display much more inclination to examine the pay package than it had the first time around, when the process of developing the package was all but exclusively under Musk’s control.
This time, the board established a special committee of two board members. But one resigned early on, and the board never replaced him. In other words, the special committee was a committee of one, Kathleen Wilson-Thompson, a former executive of Walgreens and Kellogg’s. According to Tesla, the committee “did not substantively reevaluate the amount or terms” of the 2018 package “and did not engage a compensation consultant.”
Nor did the committee renegotiate the pay package with Musk. After all, the company said, the board had decided in 2018 that the package was “fair”; nothing had changed since 2018, so all that needed to happen in light of McCormick’s ruling was that there be more disclosure of board relationships.
Is that so?
A lot has changed, obviously. To begin with, the 2018 package incorporated numerous incentive milestones that Musk would have to meet to receive any part of or even the full $56 billion. Tesla actually did reach those milestones, but what further incentives exist to keep Musk engaged into the future?
Musk’s threat to take his AI operations out of Tesla unless he receives more voting control obviously point to the need to keep him on board.
“Stockholders should know whether the board’s request for a vote is motivated by the threat — and what, if anything, the board plans to do about Musk’s threat if he attempts to carry it out,” wrote corporate governance experts Lucian Bebchuk and Robert J. Jackson Jr. prior to Thursday’s vote. “Strikingly, the board hasn’t conditioned holding the vote on Musk withdrawing his threat or committing not to carry it out if stockholders vote to approve.”
They add, “the board should recognize the influence of the sword of Damocles hanging over shareholder heads: the outcome of any stockholder vote could well be seriously distorted by Musk’s looming threat.”
The Tesla board, therefore, has once again behaved as Musk’s cat’s-paw. That’s not surprising, since the board is nothing like truly independent. Its eight members include Musk, his brother Kimball, his longtime friends Ira Ehrenpreis and James Murdoch (a son of Rupert Murdoch), former Tesla executive and former SolarCity board member J. B. Straubel and, as chair, Robyn M. Denholm, who testified that the wealth she has collected as a Tesla director has been “life-changing.”
McCormick found that although Denholm didn’t have a personal relationship with Musk, her dependence on Tesla almost exclusively as a source of her personal wealth might have compromised her judgment in approving the 2018 package and contributed to her “lackadaisical approach to her oversight obligations.”
So assuming that the Delaware court won’t step in again to rescind the pay package, Musk is once again getting all he wants from Tesla, with even fewer incentives to perform for the future than he has had in the past.
Good for him. But if Tesla continues its recent decline in market value, its non-Musk shareholders will have no one to blame but its board, and themselves.
Business
Kanye West sues ex-employee over Malibu mansion lien
Kanye West, the rapper now known as Ye, is suing his former project manager and his lawyers, alleging they wrongfully put a $1.8-million lien on his former Malibu mansion.
The suit, filed in Los Angeles Superior Court on Thursday, alleges that Tony Saxon, Ye’s former project manager on the property, and the law firm West Coast Trial Lawyers, “wrongfully” placed an “invalid” lien on the property “while simultaneously launching an aggressive publicity campaign designed to pressure Ye, chill prospective transactions, and extract payment on disputed claims already being litigated in court.”
Saxon’s lawyers were not immediately available for comment.
Saxon, who was also employed as West’s security guard and caretaker at the Malibu property, sued the controversial rapper in Los Angeles Superior Court in September 2023, claiming a slate of labor violations, nonpayment of services and disability discrimination.
In January 2024, Saxon placed the $1.8-million “mechanics” lien on the property in order to secure compensation for his work as project manager and construction-related services, according to court filings.
A mechanics lien, also referred to as a contractor’s lien, is usually filed by an unpaid contractor, laborer or supplier, as a hold against the property. If the party remains unpaid, it can prompt a foreclosure sale of the property to secure compensation.
Ye has denied Saxon’s allegations. In a November 2023 response to the complaint, Ye disputed that Saxon “has sustained any injury, damage, or loss by reason of any act, omission or breach by Defendant.”
According to Ye’s recent complaint, he listed the property for sale in December 2023. A month later, he alleged, Saxon and his attorneys recorded the lien and “immediately” issued statements to the media.
The suit cites a statement Saxon’s attorney, Ronald Zambrano, made to Business Insider: “If someone wants to buy Kanye’s Malibu home, they will have to deal with us first. That sale cannot happen without Tony getting paid first.”
“These statements were designed to create public pressure and to interfere with the Plaintiffs’ ability to sell and finance the Property by falsely conveying that Defendants held an adjudicated, enforceable right to block a transaction and divert sale proceeds,” the complaint states.
The filing contends that last year the Los Angeles Superior Court granted Ye’s motion to release the lien from the bond and awarded him attorneys fees.
The Malibu property’s short existence has a long history of legal and financial drama.
In 2021, West purchased the beachfront concrete mansion — designed by Pritzker Prize-winning Japanese architect Tadao Ando — for $57.3 million. He then gutted the property on Malibu Road, reportedly saying “This is going to be my bomb shelter. This is going to be my Batcave.”
Three years later, the hip-hop star sold the unfinished mansion (he had removed the windows, doors, electricity and plumbing and broke down walls), at a significant loss to developer Steven Belmont’s Belwood Investments for $21 million.
Belmont, who spent more money to renovate the home, had spent three years in prison after being charged with attempted murder for a pitchfork attack in Napa County. He promised to restore the architectural jewel to its former glory.
However, the property has been mired in various legal and financial entanglements including foreclosure threats.
Last August, the notorious mansion was once again put on the market with a $4.1 million price cut after a previous offer reportedly fell through, according to Realtor.com.
The legal battle surrounding Ye’s former Malibu pad is the latest in a series of public and legal dramas that the music impresario has been involved in recent years.
In 2022, the mercurial superstar lost numerous lucrative partnerships with companies like Adidas and the Gap, following a raft of antisemitic statements, including declaring himself a Nazi on X (which he later recanted).
Two years later, Ye abruptly shut down Donda Academy, the troubled private school he founded in 2020.
Ye, the school and some of his affiliated businesses faced faced multiple lawsuits from former employees and educators, alleging they were victims of wrongful termination, a hostile work environment and other claims.
In court filings, Ye has denied each of the claims made against him by former employees and educators at Donda.
Several of those suits have been settled.
Business
The rise and fall of the Sprinkles empire that made cupcakes cool
After the dot-com bubble burst in the early 2000s, Candace Nelson reevaluated her career. She had just been laid off from a boutique investment banking firm in San Francisco’s tech startup scene, and realized she wanted a change.
From her home, she launched a custom cake service that soon morphed into an idea for a cupcake-focused bakery. Nelson and her husband — whom she met at the Bay Area firm where she had worked — then pooled their savings, moved to Southern California and together opened Sprinkles Cupcakes from a 600-square-foot Beverly Hills storefront.
The store quickly sold out on opening day in 2005, and over the next two decades, the Sprinkles brand exploded across the country, opening dozens of locations of its specialty bakeries as well as mall kiosks and its signature around-the-clock cupcake ATMs in several states.
“It was an unproven concept and a big risk,” Nelson told the Times in 2013, at which point the business had 400 employees at 14 locations and dispensed upward of a thousand cupcakes a day from its Beverly Hills ATM alone.
But now, the iconic cupcake brand is no longer.
Sprinkles abruptly shut down all of its locations on Dec. 31, leaving hundreds of retail employees across Arizona; California; Washington, D.C.; Florida; Nevada; Texas; and Utah in a lurch with little notice, no severance and scrambling to fulfill a surge of orders from customers clamoring to get their last tastes.
Candace Nelson, the founder of Sprinkles cupcakes, in Beverly Hills in 2018.
(Mel Melcon / Los Angeles Times)
Although Nelson long ago exited the company, having sold it to private equity firm KarpReilly LLC in 2012, she shared her disappointment with its fate on social media.
“As many of you know, I started Sprinkles in 2005 with a KitchenAid mixer and a big idea,” Nelson said in the post. “It’s surreal to see this chapter come to a close — and it’s not how I imagined the story would unfold.”
The company, now headquartered in Austin, Texas, made no formal announcement regarding the closures and Nelson has not said more than what she posted online. The company did share a comment with KTLA, saying “After thoughtful consideration, we’ve made the very difficult decision to transition away from operating company-owned Sprinkles bakeries.” Neither Nelson nor representatives of Sprinkles and KarpReilly responded to The Times’ requests for comment.
Sprinkles’ demise comes at a tough time for the food and beverage industry. At brick-and-mortar food retail locations, the non-negotiable ingredient and labor costs can be high. And shifting consumer sentiments away from sugar-filled sweets and toward more healthy and functional options, strained pocketbooks, as well as pushes by federal and state governments to nix artificial colors and flavoring, are creating uncertainties for businesses, those in the food industry said.
A 24-hour cupcake ATM at Sprinkles Cupcakes in Beverly Hills in 2012.
(Damian Dovarganes / Associated Press)
“Over the last 10 years the consumer has wizened up tremendously and is looking at the back of the label and choosing where to spend their sweets,” said David Jacobowitz, founder of Austin-based Nebula Snacks, an online food retailer.
At the same time, it’s also not uncommon for businesses owned by private-equity firms to close on a whim, where relentlessly profit-driven decisions might be made simply to pursue more lucrative projects. In recent years, private-equity deals have been seen to milk businesses for profit by slashing costs and quality, and have appeared to play a role in the breakup of some legacy retail brands, including Toys ‘R’ Us, Red Lobster, TGI Fridays and fabrics chain JoAnn Inc. On the flip side, private equity can help infuse much-needed cash into a business and extend its life.
Stevie León and her co-workers received a text the night before New Year’s Eve informing them the franchise Sprinkles location in Sarasota, Fla., where they worked would close permanently after their shifts the next day.
León, 33, said her position as a scratch baker mixing batter and frosting cupcakes overnight had been a dream job, since she had been searching for ways to develop baking skills without paying for expensive schooling.
“I really thought it was my forever job and it was taken away literally in a day,” she said. “I’m just taking it one day at a time.”
Ivy Hernandez, 27, the general manager at the Sarasota store, said that after the news was delivered to her boss, the franchise owner, they rushed to learn their options to keep the store afloat but quickly learned it could be legally precarious to continue operating. The store had been open less than a year.
A nearby corporate store, Hernandez said, had been in disarray for months, with employees contending with broken fridges and lapsed ingredient shipments, as managers implored higher-ups to pay the bills so the business could operate properly.
“It really felt like they were trying to do everything they could to screw everyone over as hard as possible until the end,” Hernandez said.
Sprinkles did not respond to questions about the franchise program or allegations of mismanagement in the lead-up to the closure.
A person walks by Sprinkles on the Upper East Side in New York City in 2020.
(Cindy Ord / Getty Images)
The obsession with tiny cakes in paper cups traces back to an episode of “Sex and the City” aired in 2000 showing Miranda and Carrie savoring cupcakes on a bench outside a West Village bakery called Magnolia’s Cupcakes.
“Big wasn’t a crush, he was a crash,” Carrie says to Miranda as she peels down the wrapper on a cupcake topped with bright pink buttercream frosting. She punctuates the quip by taking a big bite, leaving a glob of frosting on her face.
The scene sparked a tourism phenomenon for the bakery — which went on to create a “Carrie” line of cupcakes — and helped propel the burgeoning cupcake industry and companies like Sprinkles Cupcakes, Crumbs Bake Shop and Baked by Melissa to new heights.
Within a decade there was already talk of a “Cupcake Bubble,” coined by writer Daniel Gross in a 2009 Slate article where he argued that the 2008 economic recession laid the groundwork for a proliferation of cupcake stores across America, because a lot of people could figure out how to make tasty cupcakes cheaply and scale up without a huge capital investment.
Amid the decimation of many other local retail businesses, one could take over storefronts in heavily trafficked areas for cheap. As a result, “casual baking turned into an urban industry,” Gross said.
The cupcake fervor hit its peak when Crumbs, which had started as a single bakery on Manhattan’s Upper West Side in 2003, went public in a reverse merger worth $66 million in 2011. The wildly popular mini-cakes were selling at $4.50 a pop. But it became clear very quickly that it had grown too large, too fast. It closed in 2014 after it lost its stock listing on Nasdaq and defaulted on about $14.3 million in financing.
Analysts at the time said consumers were cooling on opulent desserts and suggested tougher times were ahead for bakeries that focused solely on cupcakes.
But Baked by Melissa has thus far proved those analysts wrong. The company has remained privately owned, and according to its founder, is focused on nationwide e-commerce operations — and on expanding the brand beyond sweets. Founder Melissa Ben-Ishay has gained a following on social media by sharing recipes for nutritious, easy-to-make meals.
“Businesses that prioritize quick value increases to get acquired often crash,” Ben-Ishay told Forbes last year. “We’re committed to maintaining product quality and steady, long-term growth.”
Before its unceremonious and sudden closure, Spinkles company leadership had pushed to diversify its business as part of a strategy to recover from a pandemic-era lull.
Chief Executive Dan Mesches told trade publication Nation’s Restaurant News in 2021 that comparable sales had grown since pre-pandemic years. He said the company had ramped up its direct-to-consumer and off-premises offerings and created a line of chocolates made to look like the tops of their cupcakes. The company also introduced a new franchise program with the goal of opening some 200 locations in the U.S. and abroad over three years.
“Innovation is everything for us,” Mesches said.
Sprinkles was known for, among other things, inventive and somewhat corny methods of customer delivery. Besides the trademark ATMs, the company’s vending machines found at many airports made loud, attention-drawing jingles, drawing dramatic complaints and jokes from TikTok travelers. In the 2010s, the company debuted a custom-built truck — “the Sprinklesmobile” — to deliver cupcakes to cities without physical locations.
Frances Hughes, co-founder of online wholesale marketplace Starch, said there’s no question that gourmet sweet treats are still in vogue. But brick-and-mortar locations are much more risky, with more unpredictability. Having large fixed costs makes a business “extremely sensitive to small changes in traffic or frequency,” while online or e-commerce models can be more flexible.
“I think cupcakes as a product still have demand. But the novelty paths that support that rapid retail expansion have passed,” Hughes said.
When Nelson, the Sprinkles founder, posted her somber message about the closure, she asked people to share memories of the company. Many offered heartfelt responses, her comments flooded with stories, for example, of poor college students making the trek to the Beverly Hills location for a limited number of first-come, first-served free cupcakes.
But many of the comments also criticized Nelson’s sale to private equity.
“You sold it to PE and expected it to not close?? What planet are you living on? I don’t begrudge you for selling as that’s entirely your choice but to think any PE firm cares about a company in the slightest is insanity,” one Instagram user said.
Nicole Rucker, an L.A.-based pastry chef and owner of Fat+Flour Pie Shop, said she didn’t observe a decline in the quality of the product after the private-equity takeover. She has been a longtime admirer of the company, driving up from San Diego to sample the cupcakes when its store opened. The simple attractiveness of the box and the logo, and the consistency in the way cupcakes were decorated, “was inspiring,” she said.
“It had a strong hold on people for years,” Rucker said.
Rucker said however that when a private-equity-owned business shutters, she doesn’t feel sadness: “I would rather give my money to a fellow small-business owner, because I would rather know that every dollar and every sale matters.”
Michelle Wainwright, the owner and founder of Indiana-based bakery Cute as a Cupcake! said that although the niche cupcake industry may no longer be in its heyday — with “Sex and the City” no longer airing and competitive baking show “Cupcake Wars” (which Candace Nelson served as a judge on) now canceled — they are still versatile treats, with great potential for creativity.
And they are sentimental to her, because she uses her grandmother’s recipe.
“Cupcakes are still a winner,” Wainwright said. “It’s my belief that a life with out cupcakes is a life without love.”
Business
Bay Area semiconductor testing company to lay off more than 200 workers
Semiconductor testing equipment company FormFactor is laying off more than 200 workers and closing manufacturing facilities as it seeks to cut costs after being hit by higher import taxes.
The Livermore, Calif.,-based company plans to shutter its Baldwin Park facility and cut 113 jobs there on Jan. 30, according to a layoff notice sent to the California Employment Development Department this week. Its facility in Carlsbad is scheduled to close in mid-December later this year, which will result in 107 job losses, according to an earlier notice.
Technicians, engineers, managers, assemblers and other workers are among those expected to lose their jobs, according to the notices.
The company offers semiconductor testing equipment, including probe cards, and other products. The industry has been benefiting from increased AI chip adoption and infrastructure spending.
FormFactor is among the employers that have been shedding workers amid more economic uncertainty.
Companies have cited various reasons for workforce reductions, including restructuring, closures, tariffs, market conditions and artificial intelligence, which can help automate repetitive tasks or generate text, images and code.
The tech industry — a key part of California’s economy — has been hit hard by job losses after the pandemic, which spurred more hiring, and amid the rise of AI tools that are reshaping its workforce.
As tech companies and startups compete fiercely to dominate the AI race, they’ve also cut middle management and other workers as they move faster to release more AI-powered products. They’re also investing billions of dollars into data centers that house computing equipment used to process the massive troves of information needed to train and maintain AI systems.
Companies such as chipmaker Nvidia and ChatGPT maker OpenAI have benefited from the AI boom, while legacy tech companies such as Intel are fighting to keep up.
FormFactor’s cuts are part of restructuring plans that “are intended to better align cost structure and support gross margin improvement to the Company’s target financial model,” the company said in a filing to the U.S. Securities and Exchange Commission this week.
The company plans to consolidate its facilities in Baldwin Park and Carlsbad, the filing said.
FormFactor didn’t respond to a request for comment.
FormFactor has been impacted by tariffs and seen its growth slow. The company employs more than 2,000 people and has been aiming to improve its profit margins.
In October, the company reported $202.7 million in third-quarter revenue, down 2.5% from the third quarter of fiscal 2024. The company’s net income was $15.7 million in the third quarter of 2025, down from $18.7 million in the same quarter of the previous year.
FormFactor’s stock has been up 16% since January, surpassing more than $67 per share on Friday.
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