Founder, VSO Capital proprietary investing: special situations, distressed debt and growth stocks. Ex. MD and PM at Cerberus Capital. Cornell Econ/Econometrics
Despite likely shareholder approval of the previously rescinded 2018 pay package for
@elonmusk
, the vote is likely to be ineffectual.
The Delaware court rescinded the 2018 compensation plan due to breach of fiduciary duty. The Board then proceeded to reinstate the original pay
@nastyteslaslut
@GreyFoxTrot
@garyblack00
@elonmusk
What nonesense. Please quote the Delaware law that makes paying for past performance illegal. You can't, your're just inventing things or quoting somebody who is. Paying a person a Salary is paying for past performance.
@RWApodcast
Wagner was commissioned by the RAF and that all of their activities are under the command of the General Staff of the RAF. What you’re seeing is a coordinated psyop.
Regardless of the specific reason
@elonmusk
gave to justify the re routing of the $500mm $NVDA H100 chips order, the decision was made by an executive with a conflict of interest due to his controlling equity ownership in both companies that accepted the order. Furthermore, $TSLA
@Ukraine66251776
The guy asks the lady if she’s a “separatist”, meaning pro Russian. Curiously they speak Russian, a language which lost official status by a racist decree. This is an example of the extent to which Ukrainian population had been Nazified since the end of the Soviet era.
@RnaudBertrand
The Middle East crisis is an “Emperor with no clothes” moment for US which held dominance over the region since Bretton Woods, aided by its proxy, Israel. Washington, and more importantly the Pentagon, are scrambling to avoid it being exposed in the mainstream which would happen
@Megatron_ron
Iran is slowly emerging as the regional guarantor of peace, having the largest military in the region, in the wake of U.S. eventual departure from the Middle East. It’s a consequence of gradual and irreversible de globalization.
@KoguanLeo
Elon will get 300mm shares at $23 even though market cap is way below $650B. It was above that before he bought Twitter. Why should we take a hit because of his missteps while he gets to keep his loot?
@KoguanLeo
Non exécutive Board members who earn millions and 10s or 100s of millions are de facto not independent. The first order of business at the next Tesla annual meeting is to cap board compensation to no more than $500k so that the reason for serving is not for personal profit.
@caitoz
Times are changing. Washington is being dragged into this reluctantly but we’re nearing a breaking point. Kiev regime will fall and Netenuahu’s will follow. Consequence of multipolarity, a movement bigger than AIPAC or rednecks who support them.
@KoguanLeo
He continues to do as he pleases while blaming the Fed for his mistakes. He breached his fiduciary duty once he purchased an insolvent company knowing what affect this would have on the value of
#TSLA
shares. The fact the BOD does not take any action makes them equally liable.
@garyblack00
@TheInci
@elonmusk
Musk only responds to questions from shareholders when 1. They are pre screened as in the Q conference call or 2. are asked by reliable butt lickers on Twitter. Any one else expressing even a mild concern about important issues is summarily ignored or subjected to name calling.
@GerberKawasaki
@KoguanLeo
Musk is playing 4D checkers with our money shuffling between selling stock, waiting to cash in on new stock to replenish the pot of gold and even finding some time for extra curricular activities.
@PeImeniPusha
Klitschko was “the top dog” to replace Yanukovich in 2014, but Nuland chose Yatz cause he was a good numbers guy, per the recording between her and Pyatt. Klitschko being snubbed on more than several occasions, there’s probably friction there.
@KoguanLeo
Some have fallen into a trance thinking that Elon will automatically leave if shareholders vote against the plan that is being re solicited. The plan is garbage. As Leo states, it facilitated Musk to draw down on enormous sums out of the company, lose focus, put the core business
@KoguanLeo
Bringing 50 software engineers of a company he doesn’t own but simply manages is misuse of company assets for personal interests. That should be sufficient ground for termination for cause or in the least his entitlement for payment under the 2018 Compensation Plan.
@KoguanLeo
There’s precedent in CEO taking a pay cut due to stock price declines. Here is one CEO who grew a company to $2 trillion and makes a tiny fraction some may have heard of in the past
@Spriter99880
Russia is not going to agree to any such proposal if only for the simple fact that it would see it as a “regrouping” maneuver. Furthermore, Russia is winning in Ukraine with the main goal of demilitarize NATO forcing its members to disband for purely economic reasons.
@KoguanLeo
To put it in perspective, Apple non executive board members, including the likes of Bob Iger, made less than half a Buck ($500k) in 2020. Tim Cook made $15mm. She probably got paid more in the last few years than Tim Cook. Governance you ask? What governance 😁
The circumstances surrounding the $NVDA chips that were initially ordered by $TSLA but found their way to two of
@elonmusk
’s private companies raises a fundamental issue for shareholders given the unique role of a CEO of a publicly traded company being actively engaged in
Regardless of the specific reason
@elonmusk
gave to justify the re routing of the $500mm $NVDA H100 chips order, the decision was made by an executive with a conflict of interest due to his controlling equity ownership in both companies that accepted the order. Furthermore, $TSLA
@ElRomolus
@KoguanLeo
@garyblack00
Arguably the most accomplished founder CEO, from the perspective of generating shareholder value, is Jensen Huang of $NVDA. Jensen has just under 4% common equity ownership, or one third of Musk’s excluding the roughly 10% that he already cashed out at a significant premium to
@PeImeniPusha
It’s pretty unusual to telegraph a search ahead of time unless they expect Klitschko to provide a proper welcome. Looks like political maneuvering Ukrainian style. They all steal, so it’s fairly easy to get rid of any one when they get in the way.
@TMSP85
@KoguanLeo
@elonmusk
That’s what he said. But he has a conflict of interest. The point being we don’t know why the order was placed in the first place if there was the issue of space. Planning is part of being a CEO and to make a timing error of this size that at the same time benefits his other
@KoguanLeo
Musk as part of a new compensation plan unless he satisfies condition (2) and that no more than 1% of total outstanding shares can be disposed of by insiders per annum in the open market.
@KoguanLeo
The BoD of Tesla first betrayed shareholders in 2018 when it presented Musk’s Compensation Plan for shareholder approval for 10% of the equity of Tesla when Musk already owned ~23%.
@caitoz
This crooked logic will last as long as US continues to support Israel as Israel was never a self sufficient entity from the beginning. That support can’t last too long given the US is running low on funds and ammo. Israel is surrounded by hostile countries, all of which have
@garyblack00
The decline in Tesla brand perception as a result of Twitter indicates that Musk and BOD violated company policy, whereby damages were inflicted upon shareholder reflected in the drop of $TSLA shares at least from closing until now
@KoguanLeo
@ElRomolus
@KoguanLeo
@garyblack00
You realize that Musk has more stock today than Mark Zuckerberg right? Do you know that Musk owned double the amount of stock that Mark currently has without accounting for the 2018 voided grant? He chose to sell approximately 1/3 of his stake during the time that his 2018
@djuric_zlatko
There’s also East Mideterenian gas reserves, a lot of it is in Gaza and West Bank. This gas could be extracted and delivered by undersea pipeline to “Turkey” and then distributed to European countries at a much lower cost than LNG, thus providing a cheaper alternative to US LNG.
@garyblack00
@elonmusk
Whether the plan is approved is moot. The judge will still issue a final ruling that it is unenforceable for the same reasons she cited originally. Conflicted board, misrepresentations, material omissions etc. The case will need to be appealed. Musk won’t be getting paid anytime
@Gunny_Q
@MajorPatriot
The key appears to be the AT&T building. The Chair “elect” of the Board is William Kennard. He is also on the advisory board at Staple Street (Dominion) . Served under Bill Clinton as FCC Chair. The RV was likely a distraction. The main target was probably inside the building.
@garyblack00
@elonmusk
Market cap is below $650B. He didn’t deserve half of it for selling stock indiscriminately causing major headache on top of being unable to maintain market cap at the threshold but for a brief period when rates were at 0 and trillions in fiscal stimulus caused a speculative
@montana_skeptic
Here is a tweet from Elon from February that confirms Tesla was short on compute. Would it be short if those chips were not rerouted? There you have the potential to assert damages not just conflict of interest.
@KoguanLeo
Noteworthy, Zach Kirkhorn, the CFO of Tesla, exercised options to purchase 13,500 shares on December 28, 2022, when the shares traded at ~$110 per share, near the 52 week low.
@WholeMarsBlog
@elonmusk
Shareholders don’t need explanations as to why orders were redirected. If they were redirected by the CEO to one of his personal companies that’s enough to show he had violated Delaware law.
@AbdolSamee
@KoguanLeo
That goes back to my initial statement. He can do things for his own benefit while crushing the stock in the short term and still come out ahead financially in the longer term because he has compensation options coming.
Excellent and logical question. The reason is that issuing a new plan would result in a massive hit to $TSLA earnings, which would be a Herculean task to offset. By re issuing exactly the same plan, the company would be able to use the original $2.8 billion valuation of the plan
$TSLAQ Why didn’t Tesla just wait for the final order in Delware, have an independent process, and present a new stock comp for a vote instead of this idiocy?
@KoguanLeo
For these reasons, (1) Tesla BoD should be reconstituted to provide for majority of new independent director, and (2) Musk should either relinquish or defer vesting of his compensation
@KoguanLeo
B. Because Musk achieved all Market Cap milestones in 2021, he no longer had any incentive under the compensation plan to maximize shareholder value. He had every incentive to see the stock lower (for tax
@KoguanLeo
Leo summarized a perfectly legal Ponzi scheme. It creates winners along the way but the trick is to know when the party is over. The party officially ended the minute Elon sold his first share that was not even needed to pay taxes. However, it is a great point that Elon has
@KoguanLeo
operating milestones, or claw back based on the decline in market cap prior to full vesting, Musk may not have continued to dump stock, pushing its price lower or even indulge in what appears to be a case of the largest overpayment for an (insolvent) company in LBO history
@flintwoodcap
@KoguanLeo
@bburnworth
Paying would look worse. That’s why Musk’s counsel proffered that these engineers were volunteers. As long as their employment contracts or company policy don’t explicitly prohibit moonlighting, this gives Musk an argument to present to the judge. I don’t think she would buy it.
@RnaudBertrand
There’s nothing extra ordinary in the aforementioned alignment of the foreign ministers. Germany is a U.S. military base in Europe. David Cameron is an extension of US foreign policy. They both align themselves with US interests
@caitoz
It is also important to define what is meant by “US” in this context. There is the Biden administration which consistently called for a two state solution. In other words, the folks behind Biden were getting ready to move on to greener pastures since the old days of unlimited
@KoguanLeo
The plan failed to safeguard against and arguably enabled the type of actions Musk would undertake in his pursuit and eventual purchase of Twitter, knowing full well the effect it would have on Tesla shares
@garyblack00
If analysts continue to downgrade the stock (ex Oppenheimer), Musk’s compensation package can be put to a test along the lines of unjust enrichment. That can be resolved if stock recovers from Twitter fiasco to pre Twitter acquisition levels prior to his final tranche vesting.
“Yeah”. You’re right. Signing on to a mega billion pay deal that has nothing to do with what you wish to accomplish is sort of asinine. But hey, at least you paid the man. Don’t fret though. There’s a silver lining. A bright line on the horizon. The Delaware court dealt with
This entire pay package for us shareholders is less about the amount of the package and more about Elon's focus on $TSLA. If we start to see his behavior change and show a keen focus on Tesla's success, the pivot in share price could be very aggressive. Now, they need to back
@KoguanLeo
and potential negative effect on the brand, contrary to the company’s Code of Ethics and his and the Board’s obligations as a fiduciary of Tesla (B)
@KoguanLeo
The Plan was designed to enrich Musk, not shareholders, contrary to what was represented. The compensation plan manifested in the abuse of trust shareholders placed in Musk contributing to unprecedent decline in shareholder value over the past year (A)
@garyblack00
Nothing moves a stock like Elon Musk selling! Earnings cuts are fairly robotic and will have to be reconciled with delivery drops from deferrals of sales due to Q1 23 EV tax credit and some increase in cars in transit as the company showed in their Q3 presentation.
$TSLA shareholders should look to $META for how important a focused founder CEO combined with tight governance is to fixing sentiment issues. Legit. question for the Board at the Annual Meeting is why they didn’t buy a single share at $102-$150 while Meta bought $28B of stock.
@bebe117609
@KoguanLeo
I haven’t seen the arguments being presented but a good place to start is 1. impact of Musk’s personal activities on the drop in market cap (which is a milestone reached in 2021) 2. lack of overlap between milestones and 3. method of selling shares to meet tax liability.
@KoguanLeo
D. Musk had no reason to worry of the consequence of the Twitter overhang on his compensation plan because the market cap milestones were already met in 2021.
If they weren’t met, or if the plan provided for a period of overlap between market cap and
@RnaudBertrand
European Union is destined to collapse. Its formation was strictly for the administrative expedience of U.S. over its members states. The eastern part will realign with Russia in order to survive. Poland may be an exception. The western part needs to resolve its energy issue.
@NatashaBertrand
2008- Georgia attacks Russian peacekeepers in S Ossetia. Russia responds (no occupation) 2014 - U.S./UK organize protests in maidan leading to illegal coup of Ukrainian govt and brutal attacks on Donbass civilians, many videoteaped. Crimea referendum to join Russia passes. Scoop
Elon and Board’s Chair Robyn Denholm offered conflicting explanations for the NVDA chips. Elon explicitly stated that the order was shipped and had to be re routed, in line with NVDA internal email. Robyn, on the other hand, provided a roundabout explanation in her CNBC
@McFaul
Any reason why tanks would be crossing pedestrian areas in a Ukrainian town (Mariupol May 9 2014) ? There are no records that suggest the city was in any military occupation by Russia. Is there any precedent for a “sovereign democratic country” to deploy tanks on city streets ?
@garyblack00
missing deliveries would not be a big deal. With Twitter overhang, the delivery noise didn’t help to keep demand in line with supply. It’s nearly impossible to argue that Twitter wasn’t the main contributor for the free fall by looking at relative performance at any point YTD.
@WholeMarsBlog
@elonmusk
Setting up X AI separate from $TSLA is a violation of the Corporate Opportunity Doctrine which is part of Delaware and Texas law.
@johnrich
@SpeakerPelosi
It’s a slap in the face to every small business owner that can’t pay rent or feed their family because they are not part of the group that can be excepted from the rules. The entire farce of “saving lives” is pinned to an administrative vote in Congress.
@paultantk
@Aarchimandrita
@KoguanLeo
@ElRomolus
@garyblack00
The structure of the pay deal is fraught with loopholes in favor of the recipient. That is a reason for shareholders to take a step back and not worry about the notion of having voted for it. In many swindles, victims are willing participants because they are promised massive
@CristinaIBalan
@EmirReach
@KoguanLeo
Musk’s position as an employee is not up for a vote. Only a remastered version of a compensation plan that was ruled to be illegal by a Delaware judge. Some people assume that if the plan fails to be approved by shareholders that Musk will leave the company. That is bourne out of
@CheburekiMan
Tax payer would not be affected. It would be shareholders of companies whose Russian subsidiaries are at risk of confiscation. The value of these shareholdings exceeds the frozen reserves by a considerable factor which offsets the fact that reserves are cash equivalent under
@garyblack00
@elonmusk
Shareholders who vote NO are not acting in their best interests is the argument. So if you vote NO you’re clueless because you are not willing to bribe Elon, who already sold 10% of the stock at a huge premium while shafting every one else with the overhang thing, including Gary.
@PeImeniPusha
He is taking the position that somehow Russia will fore-sake all the sacrifice and resources involved in demilitarizing a belligerent regime and agree to its initial proposal. It’s a concession that the master plan against Russia is evolving into damage control.