Elon Musk's Multi-Billion Dollar Delaware Disaster: What's Next for Tesla and SpaceX?

Delaware has long been a gleaming thread, lauded for its business-friendly environment and low taxes.

by Faruk Imamovic
Elon Musk's Multi-Billion Dollar Delaware Disaster: What's Next for Tesla and SpaceX?
© Getty Images/Michael A. McCoy

Delaware has long been a gleaming thread, lauded for its business-friendly environment and low taxes. It's in a small but mighty state, that Tesla, among thousands of other large corporations, has found a hospitable home. However, this week, Elon Musk, Tesla's visionary leader, might feel a shift in the winds in the Diamond State.

A recent ruling by a Delaware judge has put a significant dent in Musk's empire, voiding his staggering $55.8 billion compensation package from Tesla, a decision that could have ripples far beyond the courtroom.

Elon Musk's Delaware Dilemma

In what appears to be a David versus Goliath scenario, Richard Tornetta, an investor holding a mere nine Tesla shares, led the lawsuit that has upended Musk's financial trajectory.

The Delaware court's decision, articulated in a 201-page opinion by Judge Kathaleen McCormick, highlighted a "deeply flawed" approval process of Musk's compensation plan by Tesla's board. This board, at the time of the grant's approval, was criticized for lacking truly independent directors.

"Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf. He had a 15-year relationship with the compensation committee chair, Ira Ehrenpreis. The other compensation committee member placed on the working group, Antonio Gracias, had business relationships with Musk dating back over 20 years, as well as the sort of personal relationship that had him vacationing with Musk’s family on a regular basis," the judge wrote.

Musk's compensation from Tesla, intricately structured with no salary but 12 stock option awards tied to performance goals, was pivotal in his ascent to becoming the world's richest person. Having met these goals, the voiding of this compensation package doesn't just impact Musk's net worth; it shakes the very foundations of his futuristic ambitions with Tesla and SpaceX.

The repercussions for Tesla are immense. A failed appeal could see Musk losing options on about 303 million Tesla shares, reducing his stake in the EV maker to a mere 13%. For Musk, this is insufficient. In a recent assertion, he emphasized the need for a 25% ownership to exercise decisive voting control, particularly in areas of innovation like AI and robotics.

"Unless that is the case, I would prefer to build products outside of Tesla. You don't seem to understand that Tesla is not one startup, but a dozen. Simply look at the delta between what Tesla does and GM," Musk expressed, underscoring his willingness to pivot if his vision for Tesla is constrained.

The Ripple Effects on Musk's Broader Vision

The Delaware court's decision stretches beyond the realm of financial figures and corporate control.

It potentially derails Musk's grander ambitions, notably his dream of colonizing Mars with SpaceX. During the trial, Musk didn't mince words about the role of his Tesla compensation in these interplanetary aspirations. "It's a way to get humanity to Mars," he claimed, presenting the compensation as a cornerstone for funding this ambitious project.

The judgement's implications also extend to Musk's ventures in AI and robotics, potentially impacting his ability to fund 'X', a venture reported to be financed through "stock margin loans". The financial setback could pose significant challenges in raising cash for these ambitious projects.

Tesla Factory© Getty Images/Brandon Bell

Delaware's Corporate Attraction and Musk's Reaction

Delaware's allure for corporations isn't accidental. With more than a million companies incorporated there, the state offers attractive incentives like favorable tax laws, the absence of sales tax, and a degree of privacy for business owners that is hard to match elsewhere.

In theory, Delaware should be a haven for business giants like Musk. Yet, the recent court decision paints a different picture, demonstrating that even figures as influential as Musk can face stringent legal challenges. Musk's response to this setback has been swift and clear.

"Never incorporate your company in the state of Delaware," he advised in a post, suggesting Nevada or Texas as preferable alternatives. His stance was further solidified by a poll he started, asking if Tesla should incorporate in Texas, where the company's physical headquarters are located.

The overwhelming response from voters was affirmative. The potential move to Texas isn't just a knee-jerk reaction but a strategic consideration. In 2023, Texas bolstered its appeal to corporations by signing a law to create new business courts.

If these courts prove to be more aligned with corporate interests, it wouldn't be surprising to see Musk, and perhaps others, pivot towards the Lone Star State. Elon Musk's legal entanglement in Delaware is more than a battle over a compensation package; it's a narrative about power, ambition, and the shifting landscapes of corporate America.

As this saga unfolds, it's not just Musk's fortunes that hang in the balance, but also the future direction of Tesla, SpaceX, and perhaps even the dream of colonizing Mars. The outcome of this legal skirmish might just redefine the rules of engagement for corporate giants and the states that host them.

Elon Musk Tesla