People will say this is about Musk and his pay package. Sure. But the more worrying precedent for someone like Drew Houston at Dropbox or Mark Zuckerberg who both have founder voting control is West Palm Beach Firefighters’ Pension Fund v. Moelis & Co.—a Delaware case with nothing to do with Musk.<p>In Moelis, the Delaware Court of Chancery ruled that provisions in a Stockholder Agreement giving a founder control over board decisions were invalid under DGCL § 141(a). This could embolden challenges to founder controlled companies with a dual-class share structure.
The Delaware judge behind the horrendous decision to deny the Tesla shareholders any say in executive compensation appears to have set fire to the state's budget in order to see through a personal vendetta which will be swiftly overturned in the Delaware Supreme Court.