The filing, submitted March 25, cites an apparent LinkedIn “support” reaction from McCormick’s account to a post celebrating a $2 billion jury verdict against Musk in a separate California securities-fraud case.

The move escalates long-simmering tensions between Musk, Tesla, and the Delaware judiciary, where McCormick previously presided over the landmark challenge to Musk’s record $56 billion 2018 compensation package.

Delaware Supreme Court reinstates Elon Musk’s 2018 Tesla CEO pay package

The LinkedIn post was written by Harry Plotkin, a Southern California jury consultant who assisted the plaintiffs who sued Musk over 2022 tweets about his Twitter acquisition. Plotkin praised the trial team for “standing up for the little guy against the richest man in the world.”

The New York Post initially reported the story.

A banner on the post read “Katie McCormick supports this,” using LinkedIn’s heart-in-hand “support” icon, an endorsement stronger than a simple “like.” Musk’s lawyers argue the action creates “a perception of bias against Mr. Musk,” warranting immediate recusal to preserve judicial impartiality.

This appears to be unequivocal proof she denied the pay package because of her own personal beliefs and not the law.

Corruption. https://t.co/8dvgcfYuvh

— TESLARATI (@Teslarati) March 25, 2026

McCormick swiftly denied intentional endorsement. In a letter to attorneys, she stated she was unaware of the interaction until LinkedIn notified her. She wrote:

“I either did not click the ‘support’ icon at all, or I did so accidentally. I do not believe that I did it accidentally.”

The chancellor maintains the reaction was inadvertent, but critics, including Musk allies, call the explanation implausible given the platform’s deliberate interface.

McCormick’s central role in the Tesla pay-package litigation underscores the stakes. In Tornetta v. Musk, in January 2024, she ruled the 2018 performance-based stock-option grant, potentially worth $56 billion at the time and now valued far higher, was invalid.

The package consisted of 12 tranches of options, each vesting only after Tesla achieved ambitious market-cap and operational milestones. McCormick found Musk exercised “transaction-specific control” over Tesla as a controlling stockholder, the board lacked sufficient independence, and proxy disclosures to shareholders were materially deficient.

Applying the entire-fairness standard, she concluded defendants failed to prove the deal was fair in process or price and ordered full rescission, an “unfathomable” remedy she described as necessary to deter fiduciary breaches.

After the ruling, Tesla shareholders ratified the package a second time in June 2024. McCormick rejected that ratification in December 2024, holding that post-trial votes could not cure defects.

Tesla appealed. On December 19 of last year, the Delaware Supreme Court unanimously reversed the rescission remedy while largely leaving McCormick’s liability findings intact. The high court deemed total unwinding inequitable and impractical, restoring the package but awarding the plaintiff only nominal $1 damages plus reduced attorneys’ fees. Musk ultimately received the full award.

The current recusal motion arises in yet another Tesla derivative suit before McCormick. Legal observers say granting it could signal heightened scrutiny of judicial social-media activity; denial might reinforce perceptions of an insular Delaware bench.

Broader fallout includes accelerated corporate migration out of Delaware, Musk himself moved Tesla’s incorporation to Texas after the first ruling, and renewed debate over whether the state’s specialized courts remain the gold standard for corporate governance disputes.

A decision is expected soon; whichever way it lands, the episode highlights the fragile balance between judicial independence and public confidence in high-profile litigation.

The post Elon Musk demands Delaware Judge recuse herself after ‘support’ post celebrating $2B court loss appeared first on TESLARATI.

On Monday, Tesla’s board shared a four-page letter to shareholders on its website, detailing what it believes proxy advisory firm Institutional Shareholder Services (ISS) missed in its recent evaluation of the upcoming vote.

In it, the board writes that the firm was right to urge investors to vote in favor of proposal three, or moving incorporation from Delaware to Texas, adding that it missed important points in encouraging them to vote against proposal four, ratifying Musk’s previously approved $56 billion compensation package.

Far too much power is concentrated in the hands of “shareholder services” companies like ISS and Glass Lewis, because so much of the market is passive/index funds, which outsource shareholder voting decisions to them.

ISS and Glass Lewis effectively control the stock market.

— Elon Musk (@elonmusk) January 24, 2023

“Despite the recognition of the benefits of the 2018 CEO Performance Award to both Tesla and its stockholders, ISS ultimately reached the wrong conclusion about Proposal Four due to a technical misunderstanding around the Award,” writes the board.

Tesla’s board of directors also outlines four specific points ISS made in its argument against a vote in favor of ratifying the package, arguing that the firm doesn’t fully understand what ratification means—alongside other points.

The letter also includes a recent post on X from Musk, in which he said that the compensation plan would let the CEO “sell enough stock to pay the taxes,”  the rest of which would need to be held for five years.

The deal allows me to sell enough stock to pay the taxes. The remaining stock must be held for 5 years, so it is impossible for me to cash out and run.

— Elon Musk (@elonmusk) June 1, 2024

Last week, ISS wrote that the pay package was “excessive, even given the company’s success,” noting that the firm is unsure if the award will “increase Musk’s focus on Tesla.”

The value of Musk’s compensation package was set and approved by shareholder votes in 2018, as part of a performance-based tranche system that would ultimately net him around $56 billion in Tesla shares for that time. The vote to ratify the plan comes after it was struck down and effectively voided by Delaware Judge Kathaleen McCormick in January.

Tesla shareholders have until June 13 to vote their shares on these and other proposals, and the company has recently used multiple avenues to encourage investors to vote yes on proposals three and four. Other firms have been divided on the vote, with some, such as Glass Lewis, encouraging shareholders to vote against the proposals, while others have urged stockholders to vote in favor of them—in accordance with board recommendations.

Last month, Tesla shared a website dedicated to showing investors how to vote, and encouraging them to vote yes on proposals three and four. You can visit that site here.

Tesla shareholder sues Elon Musk accusing him of insider trading

What are your thoughts? Let me know at zach@teslarati.com, find me on X at @zacharyvisconti, or send us tips at tips@teslarati.com.

The post Tesla board responds to ISS in four-page shareholder letter appeared first on TESLARATI.

Musk’s pay package at Tesla was rejected in late January by Judge Kathaleen McCormick of the Delaware Court of Chancery, as part of a 2018 case brought forward by shareholder Richard Tornetta. Following the decision to void Musk’s $55.8 billion compensation package just over a month ago, Tornetta’s lawyers argued in a filing on Friday that they deserve over 29 million Tesla shares as their legal fees, worth around $5.95 billion at the company’s current valuation (via Bloomberg).

In the filing, the lawyers also explained why they requested the fee in Tesla stock instead of cash.

“We are prepared to ‘eat our cooking,’” Tornetta’s lawyers wrote. “This structure has the benefit of linking the award directly to the benefit created and avoids taking even one cent from the Tesla balance sheet to pay fees. It is also tax-deductible by Tesla.”

Tesla and Elon Musk to appeal $56B pay package decision

Tornetta’s case was brought to the court on behalf of shareholders, so roughly 267 million Tesla shares that would have been a part of Musk’s pay package are now expected to be returned to the company, according to the filing.

Tulane University Corporate Law Professor Ann Lipton says the legal team’s payout could be the largest attorney fee ever requested, at least that she’s familiar with.

“Now, to be fair, the case involved the largest compensation award ever to an executive,” Lipton added to Bloomberg.

“I assume the plaintiffs’ attorneys figured if they sought $6 billion in cash in fees it could cripple Tesla,” she says. “Since the case involved a stock award to Musk, they thought it would be appropriate to ask for the fee in shares so it wouldn’t be as rough for Tesla shareholders. That makes a lot of sense to me.”

Following the filing, multiple Tesla executives responded, including Musk himself.

In a flurry of posts on X on Saturday, Musk criticized the request, calling it “utterly disgraceful,” “ironic,” “criminal,” and saying that the the lawyers were “evil” in two separate replies. You can see just a couple of his posts below.

The lawyers who did nothing but damage Tesla want $6 billion. Criminal. https://t.co/JI6eQPTxQ2

— Elon Musk (@elonmusk) March 2, 2024

The system is broken.

Best to get out of Delaware as soon as possible possible.

— Elon Musk (@elonmusk) March 2, 2024

Rohan Patel, Tesla’s Vice President of Public Policy and Business Development, also responded to the reports, noting that he believed other employees at the company would be “equally disgusted” by the news.

Nearly every single @Tesla employee is an owner/shareholder of the company. Tens of thousands of them have had a life-changing experience as a result of the company/stock growth. Some truly inspiring stories…our employees work very hard and are positively changing multiple… https://t.co/gB9WlVlTG2

— Rohan Patel (@rohanspatel) March 2, 2024

After Judge McCormick’s decision to void Musk’s compensation package, made on January 30, the multi-company executive has motioned to move the incorporations of SpaceX, The Boring Company and Neuralink out of Delaware, and he’s expected to do the same with Tesla.

Musk has also been outspoken since the decision, noting that Tesla plans to appeal the decision and pointing to how much the lawyers representing Tornetta could profit from this trial. In response to an early February report, Musk said it was “so deeply and utterly wrong that a law firm that harmed Tesla could stand to gain billions.”

THIS TIME LAST YEAR:

Elon Musk’s lawyers to make closing arguments in CEO’s pay package case

What are your thoughts? Let me know at zach@teslarati.com, find me on X at @zacharyvisconti, or send your tips to us at tips@teslarati.com.

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Earlier this week, we covered Musk’s pay package and how a Shareholder who challenged it in court won based on Delaware Chancery Court Judge Kathaleen McCormick’s opinion that the “unfathomable sum” of money awarded was unjust and unfair to the company’s investors.

Elon Musk’s Tesla pay package gets voided, Judge rules in favor of shareholder

There have been a lot of different perspectives on the decision, but following the news, Musk immediately stated that companies should not incorporate their businesses in Delaware.

It now seems he has one foot out the door.

Tesla could incorporate into Texas

Musk posted a poll to X on Tuesday asking if Tesla should change its State of Incorporation to Texas, where its headquarters is located. After 1.1 million votes, 87.1 percent of respondents said yes.

Should Tesla change its state of incorporation to Texas, home of its physical headquarters?

— Elon Musk (@elonmusk) January 31, 2024

The Tesla CEO also said after the poll was complete that it would “immediately” hold a shareholder vote to transfer its State of Incorporation from Delaware to Texas. Based on the vote on X, it will be voted by Tesla shareholders that the company should move to Texas.

Why did Tesla incorporate in Delaware?

Tesla, along with many other large companies, are incorporated in Delaware for several reasons, including tax reasons and privacy.

According to LegalZoom, the advantages of incorporating a business in Delaware include:

• Tax benefits
• Corporation court, which helps encourage more predictable outcomes
• Quickly processed filings
• Privacy
• Residency is not required
• Slimmed-down corporate structure
• Angel investors or Venture Capitalists prefer Delaware incorporation

I’d love to hear from you! If you have any comments, concerns, or questions, please email me at joey@teslarati.com. You can also reach me on Twitter @KlenderJoey, or if you have news tips, you can email us at tips@teslarati.com.

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