Delaware Supreme Court

The new shares would be void unless the split was done.

The Delaware Supreme Court affirmed the ruling on February 26, 2024, and the split took effect on March 27.

Six months later, Stahl stood before FRMO's holders and spoke about the board he had met in court.

You'd be amazed how cooperative, how cordial everything is, how we've batted around ideas.

Millions of dollars in legal fees, endless depositions, internal corporate emails subpoenaed and scrutinized by the public.

It wasn't until June 2023 that the Delaware Supreme Court finally affirmed the deal was fair.

Seven years.

Seven years.

A big chunk of that comes from his famous two thousand and eighteen compensation package.

That was the one that was struck down multiple times in Delaware before ultimately being reinstated by the Delaware Supreme Court in December two thousand and twenty-five.

So that package gave Musk the right to acquire three hundred and four million Tesla shares through stock options after, of course, hitting a series of those performance targets, which he did indeed meet.

Uh, Tesla registered those shares in April this year so Musk could exercise the award, and at today's prices, that package alone is worth a hundred and sixteen billion.

While 70% of Tesla investors voted in Musk's favor, the court rejected this vote, saying that no Delaware court had ever reversed its judgment based on a stockholder vote that took place after a trial.

This judgment will likely be appealed to the Delaware Supreme Court next year.

2024 was a big year for elections.

76 countries containing over half of the world's population held elections this year.

The relationship with a dangerous patient creates the duty to protect the third party.

To truly, deeply understand how courts grapple with categorizing behavior as misfeasance versus nonfeasance in complex modern litigation, we must look at a fascinating high-stakes case, the Ramsay asbestos litigation decided by the Delaware Supreme Court.

This is a case involving what is known as take-home asbestos exposure.

Walk us through the legal reasoning here.

The plaintiff's lawyers forcefully argued misfeasance.

They argued the employer affirmatively operated a dangerous plant, affirmatively purchased asbestos, and affirmatively released toxic fibers into the environment.

But the Delaware Supreme Court rejected this framing.

The court reasoned that the employer did not affirmatively poison the spouse.

In 2025, after some of those reforms pass, Tesla appeals.

Delaware Supreme Court reverses the McCormick decision and restores the original $56 billion package.

By the way, since then, they've also instituted a [laughs] new compensation package for Elon, even bigger and bolder, and this time, Tesla shareholders approve it with 75% support.

So it'd be curious to see if some judge has a problem with it if and when Elon hits whatever insane milestones.

Paramount Communications Inc. v. QVC Network Inc. Del nineteen hundred ninety-four.

The Delaware Supreme Court held in Lyondell Chemical Co. v. Ryan Del two thousand nine that there is no single blueprint for the process and that liability attaches when directors utterly fail to attempt to obtain the best price.

A board that runs no market check before a dollar seventeen billion transfer and contacts bidders for the remainder five days after closing will have to explain which part of the process satisfied that standard.

The plaintiffs also invoke entire fairness, which places on the defendants the burden of proving fair dealing and fair price.

C.

Section one hundred forty-four to create a statutory safe harbor for transactions involving interested directors, officers, and controllers, reached through approval by a disinterested committee or director group or through approval by a majority of the disinterested stockholders, with going-private transactions excluded.

The Delaware Supreme Court upheld the amendments in Ruddle v. Clearway Energy Group LLC on February twenty-seventh, two thousand and twenty-six.

Each route depends on who is disinterested.