• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

U.S. Treasury has borrowed $155 billion every month of this fiscal year—and is now paying $24 billion a week in interest on its debts

2

Top Iranian officials admitted to the supreme leader that the U.S. naval blockade was crushing the economy, report says, as Trump eyes reimposing it

3

Billionaire MacKenzie Scott just donated $20 million to support America’s youth mental health, as a fifth of teens struggle with suicidal thoughts

1

U.S. Treasury has borrowed $155 billion every month of this fiscal year—and is now paying $24 billion a week in interest on its debts

2

Top Iranian officials admitted to the supreme leader that the U.S. naval blockade was crushing the economy, report says, as Trump eyes reimposing it

3

Billionaire MacKenzie Scott just donated $20 million to support America’s youth mental health, as a fifth of teens struggle with suicidal thoughts
LeadershipLeadership

Harvard law professor on Elon Musk: ‘Over the past 100 years, Delaware has periodically irritated one or two executives by enforcing the law’

Amanda Gerut
By
Amanda Gerut
Amanda Gerut
News Editor, West Coast
Down Arrow Button Icon
Amanda Gerut
By
Amanda Gerut
Amanda Gerut
News Editor, West Coast
Down Arrow Button Icon
February 14, 2024, 4:11 PM ET
Elon Musk wants companies to follow him to Texas
Elon Musk hasn’t gained much traction in his calls to leave Delaware.Chesnot/Getty Images
Add Fortune on Google for similar content.

The legal corporate governance community is unmoved by Elon Musk’s call for companies to dump Delaware as their home state after his historic $55.8 billion pay plan was basically thrown in the trash by a judge in that state’s famed chancery court.

The ruling occurred as the result of a challenge to the Tesla CEO’s compensation package, which made him the richest man in the world over a stunning four-year run-up in Tesla results. According to Harvard professor of law and economics John Coates, this kind of thing just happens sometimes in “the First State.”

“Over the past 100 years, Delaware has periodically irritated one or two executives by enforcing the law, and even led some prominent lawyers to call for companies to move elsewhere from time to time,” Coates told Fortune, adding that he was “confident Delaware will not lose significant numbers of incorporations as a result of this one decision, as uninhibited as Musk is.”

Still, Musk’s call has brought some negative attention to Delaware rulings and raised questions about overreach.

CEO and well-known board member Betsy Atkins wrote in Forbes that if the ruling is allowed to stand, it “creates a slippery slope that a judge can decide to overrule and opine on what is an ‘appropriate’ compensation.” She noted that 80% of Tesla stockholders approved the pay plan.

“We will harm our innovation culture that rewards breakthrough new-category–creating companies if we have activist judges deciding CEO pay and nullifying the shareholders and the board,” wrote Atkins, who is the CEO of venture firm Baja Corp. and serves as a director on the boards of SL Green Realty, OYO Hotels & Homes, Volvo Car AB, and Wynn Resorts.

Lawyers unmoved by Musk’s bleating

The case is also far from settled at this point. The presiding judge, Kathaleen McCormick, is a well-respected jurist but there are some vulnerabilities in the opinion that could form the basis for an appeal that could reverse the ruling, said Frank Placenti, board advisor and attorney at Greenberg Traurig. He said the opinion sparked a discussion at a recent American College of Governance Counsel event, and the group is planning a webinar focused on the matter.

Still, it’s unlikely that a losing litigant could single-handedly undermine the predominance of the Delaware courts, said retired Potter Anderson partner Donald Wolfe Jr. in an emailed statement to Fortune. Wolfe has participated in more than 200 legal decisions in the state.

“I very much doubt that Mr. Musk’s recent bleat, which is what appears to have given rise to the recent reincorporation hubbub, is likely to have much substantive impact,” said Wolfe.

Had Musk and the Tesla board’s compensation committee pursued a process that was equivalent to an arm’s-length negotiation and obtained shareholder approval based on full and candid disclosures, it’s entirely possible they could have secured a different outcome, said Wolfe.

“No doubt they were so advised,” he said. “They apparently did neither.”

Musk has announced plans to reincorporate Tesla in Texas, where its corporate headquarters are based. Coates said Musk might not necessarily find a sympathetic legal environment there, despite Gov. Greg Abbott’s push to set up specialized business courts with appointed judges.  

“Texas courts have juries, not all of whom see the world the way Governor Abbott and Elon Musk do,” noted Coates.   

Wolfe said he’s glad to know that well-established legal principles were applied in the case without regard to “the identity of the losing parties,” which is as it should be.

“There are perhaps other jurisdictions that, in the spirit of competition, would be inclined to look the other way when a potentially disappointed [litigant] is a celebrity of untold wealth who owns a media megaphone,” he said. “If so, they warrant congratulations on having outstripped all rivals in the venerable race to the bottom.”

About the Author
Amanda Gerut
By Amanda GerutNews Editor, West Coast

Amanda Gerut is the west coast editor at Fortune, overseeing publicly traded businesses, executive compensation, Securities and Exchange Commission regulations, and investigations.

See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Leadership

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Leadership

This summer’s hottest IPOs are minting a new class of ultra-high-net-worth ‘IPO Bros’—and family offices are changing how they approach them
SuccessIPOs
This summer’s hottest IPOs are minting a new class of ultra-high-net-worth ‘IPO Bros’—and family offices are changing how they approach them
By Catherina GioinoJuly 10, 2026
11 hours ago
Fortune 500 Power Moves: Which executives gained and lost power, June 27-July 10, 2026
C-SuiteFortune 500 Power Moves
Fortune 500 Power Moves: Which executives gained and lost power, June 27-July 10, 2026
By Fortune EditorsJuly 10, 2026
14 hours ago
Asian businessman using a laptop
SuccessCareers
One Wall Street firm is paying its Gen Z interns fresh out of college $8,600 a week—more than the typical American makes in nearly two months
By Preston ForeJuly 10, 2026
15 hours ago
Erling Haaland #9 of Norway
Successathletes
When Erling Haaland isn’t playing for Norway in the World Cup, he’s investing in a chess championship and playing an animated Viking
By Emma BurleighJuly 10, 2026
16 hours ago
At least a million woman lose access to humanitarian supports thanks to Trump budget cuts
PoliticsDonald Trump
At least a million woman lose access to humanitarian supports thanks to Trump budget cuts
By The Associated PressJuly 10, 2026
16 hours ago
Marketing’s new mandate: Why AI is forcing CMOs to think like ‘mini CEOs’ 
EuropeCMO
Marketing’s new mandate: Why AI is forcing CMOs to think like ‘mini CEOs’ 
By Sam ForsdickJuly 10, 2026
17 hours ago

Most Popular

U.S. Treasury has borrowed $155 billion every month of this fiscal year—and is now paying $24 billion a week in interest on its debts
Economy
U.S. Treasury has borrowed $155 billion every month of this fiscal year—and is now paying $24 billion a week in interest on its debts
By Eleanor PringleJuly 10, 2026
20 hours ago
Top Iranian officials admitted to the supreme leader that the U.S. naval blockade was crushing the economy, report says, as Trump eyes reimposing it
Middle East
Top Iranian officials admitted to the supreme leader that the U.S. naval blockade was crushing the economy, report says, as Trump eyes reimposing it
By Jason MaJuly 10, 2026
15 hours ago
Billionaire MacKenzie Scott just donated $20 million to support America’s youth mental health, as a fifth of teens struggle with suicidal thoughts
Success
Billionaire MacKenzie Scott just donated $20 million to support America’s youth mental health, as a fifth of teens struggle with suicidal thoughts
By Emma BurleighJuly 9, 2026
2 days ago
Farm groups saved Bayer in court over RoundUp cancer claims. Five days later, Bayer called for tariffs on the ingredient farmers rely on
Economy
Farm groups saved Bayer in court over RoundUp cancer claims. Five days later, Bayer called for tariffs on the ingredient farmers rely on
By Mia OsmonbekovJuly 9, 2026
2 days ago
Wyoming officials say Meta’s 715,000-square-foot data center is responsible for contaminating its water system with a rare bacterium
Environment
Wyoming officials say Meta’s 715,000-square-foot data center is responsible for contaminating its water system with a rare bacterium
By Sasha RogelbergJuly 10, 2026
16 hours ago
Self-made multimillionaire says Canadians 'give no money away' compared with Americans—research shows U.S. giving is more than twice as high
Success
Self-made multimillionaire says Canadians 'give no money away' compared with Americans—research shows U.S. giving is more than twice as high
By Preston ForeJuly 9, 2026
2 days ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.