United States fiduciary dutycontrolling stockholderexecutive compensation

Tornetta v Musk

C.A. No. 2018-0408-KSJM (Del. Ch. 2024)

JurisdictionUnited States

CourtDelaware Court of Chancery

Year2024

StatusPersuasive authority

Key Principle

A CEO who is a controlling stockholder and his board's approval of his own equity-compensation package is reviewed under the entire fairness standard, and a stockholder ratification vote does not restore business-judgment review where the proxy disclosures were materially deficient and the vote came after a post-trial finding of unfairness.

Area of Law

corporate

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In re Tesla Motors Inc Stockholder Litigation In re Tesla Motors, Inc. Stockholder Litigation, C.A. No. 12711-VCS, 2022 WL 1237185 (Del. Ch. Apr. 27, 2022)

United Food and Commercial Workers Union v Zuckerberg 262 A.3d 1034 (Del. 2021)

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