Delaware

Elon Musk tries again to get a $56 billion pay plan back as his revolt roils Delaware

Published

9 months ago

March 12, 2025

Elon Musk tries again to get a billion pay plan back as his revolt roils Delaware

Elon Musk made good on his promise to appeal a controversial decision by a Delaware judge who wiped out his $56 billion performance-based compensation plan as the Tesla (TSLA) CEO leads a revolt that is roiling that state’s politics.

The billionaire, along with current and former Tesla directors, argued in an appeal to the Delaware Supreme Court on Tuesday that a refusal by Delaware Chancery Court judge Kathaleen McCormick to reinstate Musk’s pay despite approvals from Tesla shareholders contained multiple errors that should lead to the ruling’s reversal.

“Yes, Tesla has a chance” to succeed with its new appeal, said Tulane University law professor Ann Lipton. But “the situation is complicated by the fact that the entire decision has turned into a political football.”

McCormick initially voided the pay pact in January 2024 and did so for a second time last December based on the claims of a single shareholder who alleged in a purported class-action lawsuit that Musk’s influence over Tesla made him a de facto controller of Tesla.

McCormick concluded that “extensive ties” between Musk and the people negotiating the pay package and a lack of public disclosure about Musk’s relationships with those who approved the deal made it invalid under Delaware’s corporate laws.

Elon Musk and President Trump in a Tesla at the White House on Tuesday. (Pool vía AP) · ASSOCIATED PRESS

Musk responded by pledging to pull the incorporations of his many companies, including Tesla, out of Delaware.

These so-called “Dexits” were followed by decisions from executives at other companies to reincorporate elsewhere, including Bill Ackman’s hedge fund Pershing Square Capital Management, as some aired their frustrations with Delaware’s powerful Chancery Court.

The recent high-profile departures are roiling a state that, for roughly the past century, has been the dominant place to incorporate because of its so-called corporate-friendly laws, specialized business courts, and ease of filing company documents.

The state’s newly elected governor, Matt Meyer, launched a working group to study mounting complaints, and lawmakers are trying to push through a bill that would limit investor lawsuits by allowing corporate boards to further insulate their directors, officers, and controlling shareholders from liability.

The measure is not retroactive and, therefore, wouldn’t absolve Musk or other litigants from past determinations.

Semafor reported last week that the legislation was prompted by warnings from key corporate attorneys that big-name companies, including Walmart (WMT), might move out of the state.

The political drama in Delaware could play a role in what the state’s highest court decides to do about Musk’s pay.

Lipton, the Tulane professor, cited the many complications: “Musk attacking the Delaware courts, his allies threatening to leave the state, and the state legislature on the verge of passing a new statute that reads like a direct rebuke to the Delaware courts.”

“It’s not clear to me whether that’s likely to influence the Delaware Supreme Court — in either direction,” she added.

What Musk and the Tesla directors are arguing in their appeal is that the lower court applied the wrong, heightened legal test to evaluate actions taken by Tesla’s board around the compensation plan.

They said McCormick incorrectly subjected the board’s actions to the “entire fairness” standard, then misapplied it. That standard is applied to protect shareholders when a controlling shareholder negotiates a self-interested deal with the board.

Musk’s status as a limited minority stockholder at the time of the negotiations, they said, should not have led to his designation as a controlling shareholder.

The judge's bench is seen in a courtroom at the Delaware Supreme Court in Dover, Delaware, U.S., June 10, 2021. REUTERS/Andrew Kelly — The judge’s bench is seen in a courtroom at the Delaware Supreme Court. REUTERS/Andrew Kelly · REUTERS / Reuters

New York University School of Law professor Marcel Kahan said the Supreme Court will decide what particular issues to address in the case and he suspects that it will want to clarify the definition of “controlling shareholder.”

That matter is now the subject of the controversial proposed legislation in Delaware to amend the state’s corporate law. The proposed changes would exempt shareholders with less than 33.3% ownership.

“My guess is the court will want to put its five cents in on ‘controller creep,’” Kahan said, referring to the court’s expansion of circumstances that can subject a shareholder to “controller” status.

“I would not at all be surprised if the court comes to a different finding on whether Musk is a controlling shareholder than the Chancery court,” Kahan added.

Musk and the Tesla directors are also arguing that McCormick’s invalidation of a second Tesla shareholder vote about Musk’s compensation constituted yet another error because the vote showed that the electric vehicle company’s shareholders “resoundingly rejected” her initial finding that Musk was overpaid.

The fact that Tesla stockholders have since received a return of more than $700 billion on their investment in Musk, they said, shows the compensation plan exemplified alignment between executive and stockholder interests.

With McCormick’s decision, shareholders “have lost their say in compensating the company’s once-in-a-generation CEO” and “lost certainty in the company they own.”

This Jan. 4, 2019 photo shows Delaware Chancellor Kathaleen St. Jude McCormick. Refereeing a $44 billion court fight that pits the world’s richest man against one of its most influential social networking sites is surely a daunting task, but McCormick, presiding over the case has never backed away from a challenge. Billionaire Elon Musk has been battling Twitter Inc. in Delaware’s Court of Chancery since Musk announced in July 2022, that he wanted to scuttle an agreement to acquire the social media giant for $54.20 a share. (Eric Crossan via AP) — Delaware Chancellor Kathaleen St. Jude McCormick, the judge who voided Elon Musk’s pay. (Eric Crossan via AP) · ASSOCIATED PRESS

“The bottom line of the Court of Chancery’s decisions is that a compensation plan resulting in spectacular growth should be revoked because it was somehow unfair to the very stockholders who benefited from that growth and overwhelmingly approved the plan — twice.”

For Musk to keep his $56 billion, said Kahan of New York University, the court would have to reverse both McCormick’s finding that Musk was a controlling shareholder at the time he negotiated his pay deal with Tesla’s board and her finding that the shareholder revote failed to “cleanse” — take steps to legally validate — the flawed transaction.

As for cleansing, he said, “I can see the court saying, ’You were a little too tough here.’” Cleansing solely shifts the burden of proving whether $56 billion was fair from the defendants to the plaintiffs.

“If $56 billion is too high, it doesn’t follow that zero is the right amount, right? Zero may be too low.”

In that case, the court could send the case back to the lower court and instruct it to pick an amount of fair compensation.

Alexis Keenan is a legal reporter for Yahoo Finance. Follow Alexis on X @alexiskweed.

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Delaware

Delaware football vs. UTEP live updates. Blue Hens have big early lead

Published

1 hour ago

November 29, 2025

Press Room

Delaware football vs. UTEP live updates. Blue Hens have big early lead

Joe Silver’s 1-yard run scoring run has extended Delaware’s lead to 31-14 with 2:01 left in the first half over UTEP at Delaware Stadium.

The 6-play, 62-yard drive featured Nick Minicucci’s 47-yard pass to Kyre Duplessis on the play before the touchdown.

UTEP had just cut the Blue Hens’ lead to 24-14 with 5:05 left in the second period when Skyler Locklear passed 64 yards to Josh Schuchts his second long TD toss.

Matthews, Moul plays spark Hens

Delaware has turned two more big defensive plays into points.

Blake Matthews stopped Miners running back Ashten Emory for no gain on fourth-and-2 from the UTEP 42.

Delaware then added Nate Reed’s 37-yard field goal with 10:24 left in the first half to extend its lead to 17-7.

But the Blue Hens quickly added to that on Gavin Moul’s 16-yard return of a fumble for another TD that made it 24-7.

Delaware has outgained the Miners 178-74 in total yards.

Freshman Scott Moore gets first TD

After being stopped on downs at the UTEP 37 on one series, Delaware covered the necessary ground on the next to extend its lead.

The Blue Hens lead the Miners 14-7 at Delaware Stadium after a 4-yard TD pass to freshman tight end Scott Moore with 14:26 left in the second quarter.

Delaware ate up big chunks of yardage on the 9-play, 69-yard march, which was all first and second downs. Nick Minicucci’s 12-yard pass to running back Joe Silver, back after missing several games with an injury, was the longest.

Blue Hens, Miners trade TDs

The first career interception by Blue Hens freshman Jamarion Kolagbodi has yielded dividends for the Blue Hens.

The cornerback picked off a UTEP pass on the game’s first play at Delaware Stadium.

Delaware took over at the 50 and nine plays later quarterback Nick Minicucci scooted up the middle on fourth-and-2 for a 17-yard touchdown with 11:11 left in the first period.

Another key play was Minicucci’s 7-yard pass to Sean Wilson on fourth-and-5 from the UTEP 45.

But the Miners quickly tied it 7-7 after Skyler Locklear floated a 49-yard TD pass to Kenny Odom, who’d gotten a step on his coverage as he sped downfield on the next series.

Close games galore

Delaware’s last four home football games have been decided in the final seconds.

There’s no reason to expect anything different in the Blue Hens’ 2025 regular-season finale.

Delaware (5-6, 3-4) and UTEP (2-9, 1-7) kick off at 1 p.m. in the Conference USA game at Delaware Stadium on Nov. 29.

A victory makes Delaware bowl eligible in its first FBS-level season, though NCAA rules regarding transitional programs mean there must be a shortage of bowl-worthy teams for the Blue Hens to get a bid.

The last four Delaware Stadium matchups have ended on Nick Minicucci’s overtime touchdown run that beat UConn 44-41, a missed field goal in a 27-24 loss to Western Kentucky, a late onside kick recovery to beat Middle Tennessee 31-28 and Nate Reed’s 51-yard field goal that nipped Louisiana Tech 25-24.

It has certainly been riveting football theatre.

Watch on ESPN+

UTEP, moving next year to the Mountain West, making this the first and likely last meeting between the schools, has had its own down-to-the-wire decisions, including in its last two games. The Miners were tied with Missouri State in the fourth period before losing 38-24 and were beaten by a late long field goal against Jacksonville State 30-27.

Such is the nature of Conference USA and life in the bowl subdivision, the Blue Hens have learned.

“This conference has been so, everything’s a close game,” Delaware coach Ryan Carty said. “There are so many overtime games. There’s so many times where those one-score games kind of go one way or another at the end of the game.’’

The Hens expect nothing different against UTEP.

“They’ve been in almost all of them,” Carty said of the Miners. “It seems like every week they’re either having a comeback victory or comeback loss, they’re in a three-point game, they’re in a seven-point game, one-possession game . . . Coach [Scotty] Walden has done such a great job of keeping these guys fighting together and fighting till the end. They play hard and they play physical and they finish games.”

Hen scratch

Delaware will honor 22 players in Senior Day activities pregame . . . Fintan Brose and Jack Hall will play in their 55^th Delaware games, which will tie them at No. 3 in UD history . . . Nick Minicucci is No. 1 in CUSA and fourth nationally with 290.5 passing yards per game, a UD single-season record. He is first in CUSA and No. 8 in FBS with 307.3 total yards per game. His 3,196 yards passing this year are fourth most in a UD season . . . Delaware is No. 1 in CUSA in both punt (15.7) and kick return (23.5) yardage . . . Delaware is 30-1 under Ryan Carty when scoring 30 or more points . . . UTEP has No. 2 passing defense (213.73 ypg) in CUSA but allowed 606 yards and seven touchdowns last two games . . . UTEP has No. 5 third-down defense in FBS (.294).

Contact Kevin Tresolini at ktresolini@delawareonline.com and follow on Twitter @kevintresolini. Support local journalism by subscribing to delawareonline.com and our DE Game Day newsletter.

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Delaware

Delaware seeks applicants for new inspector general position

Published

19 hours ago

November 28, 2025

Press Room

Delaware seeks applicants for new inspector general position

The bill, sponsored by state Sen. Laura Sturgeon, D-Brandywine Hundred, created an independent inspector general office tasked with finding instances of fraud, waste and abuse within state government and the General Assembly. Once chosen, the appointee will hire a staff, which is required to be certified in investigation, auditing or evaluation within three years. The inspector general has subpoena power authority to compel document production and issue public reports exposing corruption and wrongdoing.

The selection panel includes Sturgeon, Secretary of State Charuni Patibanda-Sanchez and members of the Delaware Bar Association and Association of Chiefs of Police. It also includes members of the public and community activists. Delaware Attorney General Kathy Jennings chairs the panel.

“I’m excited that we’re finally at this point where we’re taking in applications and I just can’t wait for Delaware to have an inspector general to create another layer of accountability, transparency and trust in our state government,” Sturgeon said.

Applicants should have a record of integrity and ethical leadership, and experience in government oversight, investigations or public accountability, according to the State Department website.

The list of criteria for evaluating candidates includes requiring applicants to have 10 years of expertise in areas such as law, financial analysis, accounting, ethics or auditing. The ideal candidate would have prior experience in an office of inspector general.

DELCOG board member Keith Steck is on the subcommittee that created a list of qualifications for the job description. Steck, who has worked in an inspector general’s office at the federal level, said he is looking for someone with certain skills.

“They have to set up the function of the office administratively and the IG has to be independent,” he said. “That’s going to be an important point, I think. And then clearly investigative experience.”

The pick for inspector general will serve a five-year term.

While the state Attorney General and Auditor do investigations, Steck and other advocates said an Office of the Inspector General will not replace or duplicate the work of those agencies, a concern of those opposed to its creation.

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Delaware

In Stock Today Cabinets LLC Expands Fabuwood Wholesale Distribution to Meet Delaware’s Growing Construction Demand

Published

2 days ago

November 28, 2025

Press Room

In Stock Today Cabinets LLC Expands Fabuwood Wholesale Distribution to Meet Delaware’s Growing Construction Demand

835 Pulaski Hwy, Bear, DE – November 26, 2025 – PRESSADVANTAGE –

In Stock Today Cabinets LLC has expanded its wholesale distribution operations in Delaware to serve the state’s robust construction and remodeling market, valued at $1.5 billion annually. The company’s Delaware facility now provides contractors, builders, and dealers throughout the Mid-Atlantic region with direct access to Fabuwood wholesale kitchen cabinets, addressing critical supply chain challenges that have plagued the industry with 8-12 week lead times.

Delaware’s construction employment has reached 24,700 workers as of July 2025, representing a 6 percent increase from February 2020 levels, according to AGC Construction Employment Data. This growth, combined with the state’s median household income and strong housing market dynamics, has created substantial demand for reliable cabinet suppliers who can support accelerated project timelines.

The expansion positions In Stock Today Cabinets as an authorized Fabuwood distributor serving all three Delaware counties—New Castle, Sussex, and Kent—while extending coverage to Maryland, Virginia, and surrounding Mid-Atlantic states. The company offers the complete Fabuwood Allure product portfolio, including Galaxy Frost White, Galaxy Horizon Gray, Galaxy Nickel, Galaxy Cloud White, Luna shaker styles, and the Designer Collection featuring Cabernet Red, Forest Green, Macadamia Beige, Mint Green, Orchid Purple, and Galaxy Mocha finishes.

“Delaware’s remodeling market represents a significant opportunity for contractors and builders who need in-stock Kitchen Cabinets without the traditional waiting periods,” said Emin Halac, spokesperson for In Stock Today Cabinets LLC. “By maintaining extensive inventory and offering same-day pickup for select models, we enable construction professionals to meet their project deadlines while accessing wholesale pricing that helps offset material cost increases affecting the industry.”

The IBISWorld Delaware Remodeling Market report indicates that kitchen and bathroom remodeling represents a major segment of the state’s construction activity, with homeowners investing a median of $60,000 for major kitchen remodels and $20,000 for minor updates. Kitchen remodels offer a 96 percent return on investment for midrange projects, making cabinet quality critical for maintaining property values.

In Stock Today Cabinets provides wholesale kitchen cabinets that meet rigorous quality standards, including KCMA certification, Q12 quality protocols, solid wood construction, dovetail drawers, and Blum soft-close hardware. All Fabuwood products carry a Limited Lifetime Warranty, providing contractors and their clients with long-term assurance.

The company’s Delaware operation offers comprehensive support for construction professionals, including wholesale pricing structures, regional territory protection for dealers, marketing and sales support, technical training programs, and access to Fabuwood’s recently expanded production capacity. This infrastructure ensures consistent inventory availability for contractors managing multiple projects across the region.

In Stock Today Cabinets LLC operates as a multi-state distributor specializing in premium all-plywood kitchen and bathroom cabinetry. The company maintains locations in Delaware, Maryland, Virginia, and Texas, offering both ready-to-assemble and fully assembled cabinet options. As an authorized distributor of Fabuwood and FIBO products, the company provides design consultations, delivery services, and multiple selection of cabinet styles to meet diverse project requirements.

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For more information about In Stock Today Cabinets LLC, contact the company here:

IST Cabinets Delaware
Emin Halac
(302) 321-1771
delaware@istcabinets.com
835 Pulaski Hwy, Bear, DE 19701, United States

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