Elon Musk’s controversial $56bn pay package from Tesla was reinstated by the Delaware supreme court on Friday, two years after a lower court struck down the vast compensation deal as “unfathomable”.
The reinstated pay package could be worth as much as $139bn today, according to the New York Times. The decision comes less than two months after Tesla shareholders approved a new plan that could be worth $1tn to Musk, already the world’s richest person, in a decade’s time. Musk’s fortune currently stands at an estimated $600bn.
Rescinding the pay deal would be “inequitable”, and would leave Musk “uncompensated for his time and efforts over a period of six years”, the Delaware supreme court justices wrote, echoing arguments from Tesla board members earlier this year.
At the company’s annual meeting in Austin, Texas, this November, shareholders had approved a stopgap measure for Musk, ensuring – regardless of how the Delaware supreme court ruled on this appeal – that he would get the $56bn his supporters say he is owed.
Tesla did not immediately respond to a request for comment or for more details on Friday’s ruling.
Both of the compensation packages, as well as other pay plans approved by Tesla shareholders, require Musk to meet a number of lofty goals related to product development and increasing the company’s value to $8.5tn in order to cash out on those awards.
The case that first invalidated the original pay package was launched seven years ago when a Tesla stockholder, who held just nine shares at the time, filed a suit arguing that the plan was set up to overpay the world’s richest person. That first ruling voided the billions Musk was to receive, which left the Tesla co-founder less than pleased.
Not only did Musk relocate Tesla to Texas from Delaware, where it was incorporated at the time the suit began, he also publicly lashed out against the state and specifically its court of chancery and chief judge, Chancellor Kathaleen McCormick.
“She has done more to damage Delaware than any judge in modern history,” he wrote on X, his social media platform, in February 2024.
Tesla stockholders in 2024 were again asked to vote on the 2018 pay package. They approved it, and once again, McCormick struck it down, ruling that the “Superstar CEO”, as she called him, had undue influence in developing his own pay package and that stockholders weren’t fully informed ahead of the vote.
Musk has voiced his displeasure ever since.
“Any lawyer still recommending incorporation in Delaware at this point should be sued for malpractice,” he posted online earlier this year.
In Friday’s opinion, the justices agreed with McCormick’s earlier findings that there was a breach of fiduciary duty in developing the original package and presenting it to shareholders. They ordered $1 be paid to the plaintiff in nominal damages.
However, the five judges agreed that rescinding Musk’s full pay package wasn’t appropriate.
While Musk has publicly called for other companies to follow his lead and leave Delaware – which has historically been home to more than 60% of Fortune 500 companies – experts have tracked only a few dozen companies that have actually done so. That includes big companies including Dropbox and Coinbase, while other tech companies like Meta have only threatened to leave.
