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Tesla's law firm helps draft legislation that some experts say could restore Musk's $55B pay package
- by ABC
- Feb 20, 2025
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February 19, 2025, 9:13 PM
2:05
In this March 22, 2022, file photo, Tesla CEO Elon Musk attends the official opening of the new Tesla electric car manufacturing plant on near Gruenheide, Germany. The new plant, officially called the Gigafactory Berlin-Brandenburg, is producing the Model Y as well as electric car batteries.
Christian Marquardt Pool via Getty Images, FILE
A law firm representing Elon Musk and Tesla helped draft legislation to overhaul Delaware's corporate law amid an ongoing court battle over Musk's multibillion-dollar compensation package from his electric car company, sources familiar with the matter confirmed to ABC News.
The proposed state legislation would amend the Delaware General Corporation Law to ease the rules that determine whether a shareholder is deemed a "controller," a designation that blocked Musk from receiving a compensation plan of up to $55.8 billion from Tesla last year.
Musk lost his compensation package -- reportedly the largest CEO compensation plan in public corporation history -- after being recognized as a "controller" of Tesla even though he held less than a third of the company's shares.
MORE: Tesla shares have plunged while Musk takes on Washington. Is that the reason?
Under the existing law, shareholders below the one-third threshold still receive the "controller" classification if they exert other avenues of control. In contrast, the proposed law would set a requirement that a shareholder hold at least a third of a company's shares in order to be deemed a "controller."
Legal experts are divided on whether the proposed legislation, if enacted, could impact Musk's Tesla compensation package currently on appeal to the state's Supreme Court -- a point of contention that has arisen from the fact the bill lacks an explicit mention forbidding its application to pending cases.
The law firm representing Musk and Tesla, Richards, Layton & Finger, confirmed to ABC News its involvement in drafting the legislation. The firm claimed the legislation, if enacted, would not be retroactive and suggested it would not impact Musk's case.
The firm also said that its role in the process "was not on behalf of or otherwise influenced by any firm client," stressing that it was among a group of lawyers, professors and experts that helped draft the proposal and that the firm has played a major role in shaping Delaware's business statutes for more than 125 years.
In this March 29, 2021, file photo, an aerial view of Tesla Shanghai Gigafactory is shown in Shanghai, China.
Xiaolu Chu/Getty Images, FILE
"As many have recognized, statutory changes are necessary to restore the core principles that have been the hallmark of Delaware for over a century and ensure that Delaware remains the preeminent jurisdiction for incorporation," Richards, Layton & Finger President Lisa Schmidt wrote in a statement to ABC News.
The bill's sponsor, Delaware Democratic state Sen. Bryan Townsend, echoed the claim, telling ABC News that the bill is "not retroactive and would not affect the litigation regarding Elon Musk's compensation package at Tesla."
Townsend also stressed that an attorney from Richards, Layton & Finger was invited to advise on the legislation as an industry expert and a member of the Delaware State Bar Association's Corporation Law Council, along with many other experts -- and that legislators were fully responsible for the bill's final draft.
But other legal experts told ABC News that the proposed law could allow the Delaware court to reverse its decision and grant Musk the pay package.
The bill lacks an explicit mention forbidding application to pending cases, making possible a court finding that alters the outcome of Musk's case, legal experts said.
"It's possible," Sarath Sanga, a professor of corporate law at Yale University, said of the potential use of the proposed law to revive Musk's pay package. "There's nothing in the law requiring it and there's nothing preventing it."
MORE: Musk misreads Social Security data, millions of dead people not getting benefits, experts say
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