Wednesday, January 31, 2024

Illustrated Courtroom: Artwork drawn of Elon Musk 50 Billion Dollar trial by Elizabeth Williams..

ILLUSTRATED EVENTS: Illustrated Courtroom: Artwork drawn of Elon Musk ...: Illustrated Courtroom: Artwork drawn of Elon Musk for the Associated Pres... :  Elon Musk cannot keep Tesla pay package worth more than $55 Billion

Elon Musk cannot keep Tesla pay package worth more than $55 billion, judge rules

 BY RANDALL CHASE OF THE ASSOCIATED PRESS

ARTWORK BY ELIZABETH WILLIAMS FOR THE ASSOCIATED PRESS

DOVER, Del. (AP) — Elon Musk is not entitled to a landmark compensation package awarded by Tesla’s board of directors that is potentially worth more than $55 billion, a Delaware judge ruled Tuesday.

The ruling by Chancellor Kathaleen St. Jude McCormick comes more than five years after a shareholder lawsuit targeted Tesla CEO Musk and directors of the company. They were accused of breaching their duties to the maker of electric vehicles and solar panels, resulting in a waste of corporate assets and unjust enrichment for Musk.

Chancellor Kathaleen McCormick of the Delaware Chancery Court 

The shareholder’s lawyers argued that the compensation package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him. They also said it was approved by shareholders who were given misleading and incomplete disclosures in a proxy statement.

Defense attorneys countered that the pay plan was fairly negotiated by a compensation committee whose members were independent, contained performance milestones so lofty that they were ridiculed by some Wall Street investors, and blessed by a shareholder vote that was not even required under Delaware law. They also argued that Musk was not a controlling shareholder because he owned less than one-third of the company at the time.

Elon Musk on the witness standing testifying in front of Chancellor Kathaleen McCormick 

Musk, who as of Tuesday topped Forbes’ list of the world’s richest people, had earlier this month challenged Tesla’s board to come up with a new compensation plan for him that would give him a 25% stake in the company. On an earnings call last week, Musk, who currently holds 13%, explained that with a 25% stake, he can’t control the company, yet he would have strong influence.

In trial testimony in November 2022, Musk denied that he dictated terms of the compensation package or attended any meetings at which the plan was discussed by the board, its compensation committee, or a working group that helped develop it.

McCormick determined, however, that because Musk was a controlling shareholder with a potential conflict of interest, the pay package must be subject to a more rigorous standard.

“The process leading to the approval of Musk’s compensation plan was deeply flawed,” McCormick wrote in the colorfully written 200-page decision. “Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf.”

Ira Ehrenpreis on witness stand questioned by counsel for the plaintiff Gregory Varallo

McCormick specifically cited Musk’s long business and personal relationships with compensation committee chairman Ira Ehrenpreis and fellow committee member Antonio Gracias. She also noted that the working group working on the pay package included general counsel Todd Maron who was Musk’s former divorce attorney.

Todd Maron, Tesla General Counsel and Elon Musk's divorce attorney testifying on the witness stand

“In fact, Maron was a primary go-between Musk and the committee, and it is unclear on whose side Maron viewed himself,” the judge wrote. “Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.”

Todd Maron questioned by plaintiff attorney representing Tornetta Jeroen van Kwawegen 

McCormick concluded that the only suitable remedy was for Musk’s compensation package to be rescinded. “In the final analysis, Musk launched a self-driving process, recalibrating the speed and direction along the way as he saw fit,” she wrote. “The process arrived at an unfair price. And through this litigation, the plaintiff requests a recall.”

Antonio Garcias Tesla compensation committee board member on witness stand

Greg Varallo, a lead attorney for the shareholder plaintiff, praised McCormick’s decision to reverse the “absurdly outsized” Musk pay package.

“The fact that they lost this in Delaware court, it’s a jaw dropper,” said Wedbush Securities analyst Dan Ives. “It’s unprecedented, a ruling like this. I think going in investors thought it was just typical legal noise and nothing was going to come out about it. The fact that they went head to head with Tesla and Musk and the board and voided this, it’s a huge legal decision.”

During his trial testimony, Musk downplayed the notion that his friendships with certain Tesla board members, including sometimes vacationing together, meant that they were likely to do his bidding.

Ira Ehrenpreis questioned by Tesla defense attorney Evan Chesler 

The plan called for Musk to reap billions if Tesla, which is based in Austin, Texas, hit certain market capitalization and operational milestones. For each incidence of simultaneously meeting a market cap milestone and an operational milestone, Musk, who owned about 22% of Tesla when the plan was approved, would get stock equal to 1% of outstanding shares at the time of the grant. His interest in the company would grow to about 28% if the company’s market capitalization grew by $600 billion.

Each milestone included growing Tesla’s market capitalization by $50 billion and meeting aggressive revenue and pretax profit growth targets. Musk stood to receive the full benefit of the pay plan, $55.8 billion, only by leading Tesla to a market capitalization of $650 billion and unprecedented revenues and earnings within a decade.

Tesla has achieved all twelve market capitalization milestones and eleven operational milestones, providing Musk nearly $28 billion in stock option gains, according to a January post-trial brief filed by the plaintiff’s attorneys. The stock option grants are subject to a five-year holding period, however.

Artwork drawn of Elon Musk for the Associated Press by Elizabeth Williams

Elon Musk cannot keep Tesla pay package worth more than $55 billion, judge rules

 BY RANDALL CHASE OF THE ASSOCIATED PRESS

ARTWORK BY ELIZABETH WILLIAMS FOR THE ASSOCIATED PRESS

DOVER, Del. (AP) — Elon Musk is not entitled to a landmark compensation package awarded by Tesla’s board of directors that is potentially worth more than $55 billion, a Delaware judge ruled Tuesday.

The ruling by Chancellor Kathaleen St. Jude McCormick comes more than five years after a shareholder lawsuit targeted Tesla CEO Musk and directors of the company. They were accused of breaching their duties to the maker of electric vehicles and solar panels, resulting in a waste of corporate assets and unjust enrichment for Musk.

Chancellor Kathaleen McCormick of the Delaware Chancery Court 

The shareholder’s lawyers argued that the compensation package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him. They also said it was approved by shareholders who were given misleading and incomplete disclosures in a proxy statement.

Defense attorneys countered that the pay plan was fairly negotiated by a compensation committee whose members were independent, contained performance milestones so lofty that they were ridiculed by some Wall Street investors, and blessed by a shareholder vote that was not even required under Delaware law. They also argued that Musk was not a controlling shareholder because he owned less than one-third of the company at the time.

Elon Musk on the witness standing testifying in front of Chancellor Kathaleen McCormick 

Musk, who as of Tuesday topped Forbes’ list of the world’s richest people, had earlier this month challenged Tesla’s board to come up with a new compensation plan for him that would give him a 25% stake in the company. On an earnings call last week, Musk, who currently holds 13%, explained that with a 25% stake, he can’t control the company, yet he would have strong influence.

In trial testimony in November 2022, Musk denied that he dictated terms of the compensation package or attended any meetings at which the plan was discussed by the board, its compensation committee, or a working group that helped develop it.

McCormick determined, however, that because Musk was a controlling shareholder with a potential conflict of interest, the pay package must be subject to a more rigorous standard.

“The process leading to the approval of Musk’s compensation plan was deeply flawed,” McCormick wrote in the colorfully written 200-page decision. “Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf.”

Ira Ehrenpreis on witness stand questioned by counsel for the plaintiff Gregory Varallo

McCormick specifically cited Musk’s long business and personal relationships with compensation committee chairman Ira Ehrenpreis and fellow committee member Antonio Gracias. She also noted that the working group working on the pay package included general counsel Todd Maron who was Musk’s former divorce attorney.

Todd Maron, Tesla General Counsel and Elon Musk's divorce attorney testifying on the witness stand

“In fact, Maron was a primary go-between Musk and the committee, and it is unclear on whose side Maron viewed himself,” the judge wrote. “Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.”

Todd Maron questioned by plaintiff attorney representing Tornetta Jeroen van Kwawegen 

McCormick concluded that the only suitable remedy was for Musk’s compensation package to be rescinded. “In the final analysis, Musk launched a self-driving process, recalibrating the speed and direction along the way as he saw fit,” she wrote. “The process arrived at an unfair price. And through this litigation, the plaintiff requests a recall.”

Antonio Garcias Tesla compensation committee board member on witness stand

Greg Varallo, a lead attorney for the shareholder plaintiff, praised McCormick’s decision to reverse the “absurdly outsized” Musk pay package.

“The fact that they lost this in Delaware court, it’s a jaw dropper,” said Wedbush Securities analyst Dan Ives. “It’s unprecedented, a ruling like this. I think going in investors thought it was just typical legal noise and nothing was going to come out about it. The fact that they went head to head with Tesla and Musk and the board and voided this, it’s a huge legal decision.”

During his trial testimony, Musk downplayed the notion that his friendships with certain Tesla board members, including sometimes vacationing together, meant that they were likely to do his bidding.

Ira Ehrenpreis questioned by Tesla defense attorney Evan Chesler 

The plan called for Musk to reap billions if Tesla, which is based in Austin, Texas, hit certain market capitalization and operational milestones. For each incidence of simultaneously meeting a market cap milestone and an operational milestone, Musk, who owned about 22% of Tesla when the plan was approved, would get stock equal to 1% of outstanding shares at the time of the grant. His interest in the company would grow to about 28% if the company’s market capitalization grew by $600 billion.

Each milestone included growing Tesla’s market capitalization by $50 billion and meeting aggressive revenue and pretax profit growth targets. Musk stood to receive the full benefit of the pay plan, $55.8 billion, only by leading Tesla to a market capitalization of $650 billion and unprecedented revenues and earnings within a decade.

Tesla has achieved all twelve market capitalization milestones and eleven operational milestones, providing Musk nearly $28 billion in stock option gains, according to a January post-trial brief filed by the plaintiff’s attorneys. The stock option grants are subject to a five-year holding period, however.

Sunday, December 24, 2023

BEARD GROUP- DISTRESSED INVESTOR CONFERENCE ART

 Distressed Investor 2023 Conference in New York City. 

Artwork by Courtroom Artist Elizabeth Williams


Illustrations below by various presenters 











THE GUARDIAN Tough mouths, tears and ‘accordion hands’: a courtroom sketch artist’s banner year

 https://www.theguardian.com/us-news/2023/dec/23/courtroom-sketch-artist-donald-trump-sam-bankman-fried

Donald Trump court sketchDonald Trump, who has a ‘challenging face’ Artwork by  Elizabeth Williams

Elizabeth Williams has been sketching since the 1980s – but with Trump, De Niro, Sheeran and Trump again, nothing quite compares to 2023

In 2022, Elizabeth Williams only worked 11 days as a courtroom sketch artist, relying on her other job as an illustrator to pay the bills. This year, work exploded.

Williams has covered these cases since the 1980s, providing sketches for outlets such as the Associated Press and CNN as countless celebrities made their way through New York City’s court system. Just when she thought she’d seen it all, the scene outside Manhattan courts started to resemble a red carpet, with news cameras and paparazzi jostling to get their photo of the many famous faces who stopped by in 2023. Whether it was one of Donald Trump’s numerous appearances or Sam Bankman-Fried’s crypto trial, sketch artists like Williams had no shortage of inspiration as they gave the public a peek at proceedings inside the cameras weren’t privy to.

Robert De NiroEd Sheeran and the Real Housewife Jen Shah all passed through New York courts in 2023 – sometimes, two on the same day, which meant that Williams skipped lunch to cover both of them. As the year ends, she’s swimming in sketches. “I might put together a calendar of all these people,” she said. “I’ve got enough Trump sketches to do just a calendar of him in court.”

A lot goes into Williams’s sketches, even if, in some cases, she only has mere minutes to complete them. After all, she’s sketching a first draft of history’s crooks, alleged perps and vindicated VIPs.

FOR ENTIRE STORY CLICK LINK
https://www.theguardian.com/us-news/2023/dec/23/courtroom-sketch-artist-donald-trump-sam-bankman-fried

Saturday, October 14, 2023

BANKMAN FRIED FORMER FTX CEO AT TRIAL: COURT SKETCHES

Sam Bankman Fried's demeanor during his trial has shown him to be more and more concerned as the witnesses pile up and the days go on. At the beginning of the trial he appeared focused on his laptop, showing little  emotion


Courtroom Sketch of Sam Bankman Fried at the beginning of his trial 

However as witnesses began to take the stand, his emotions started to show. During the first few witnesses he did not have much of a reaction.  It was Gary Wang, the co-founder of FTX , was the witness who started to unnerve him. During Wang's direct testimony he would put his hand up to his head, he seemed upset. It must be tough hearing your best college friend testify against you. 


Sketches of Bankman Fried during Gary Wang direct examination 

Then during Wang's cross examination he would write down notes and motion to his attorney so he could give them to him.  He had Post it notes all over the place. Sometimes he would fold them in his hands and then fold them again and again until the Post it was a tiny little square. 

Courtroom Sketch of Bankman Fried writing on Post it notes, messages for his attorney
during cross examination of Gary Wang

 Sketch of Bankman Fried talking to his attorney and handing him one of his many notes. 


Then when Caroline Ellison took the stand, he seemed on a roller coaster. Closing his eyes at times seeming to meditate intensely clasping his hands together. 

 Courtroom Drawing of Bankman Fried seated eyes closed hand clasped 

Once he shook his head slightly, then he would stare at his computer screen and at times he would grimace. When Ellison walked in and out of the courtroom there was no eye contact between them. 

Sketch of Bankman Fried and Caroline Ellison during her testimony 

Ellison would hold her head down when speaking or when the lawyers were at the sidebar.  During those times Bankman Fried would stare into space or look at his computer screen.  It was summed up in two words, extreme awkwardness. 

Courtroom Sketch of Bankman Fried grimacing during Caroline Ellison's testimony 

More weeks to come for Bankman Fried and his emotional roller coaster will continue.