@annmlipton@esq.social avatar

annmlipton

@annmlipton@esq.social

Law prof at Tulane, business and securities. Profile pic for the job you want, ... etc

@annmlipton.bsky.social

You can find my papers here: https://papers.ssrn.com/sol3/cf_dev/AbsByAuth.cfm?per_id=2365170

I also blog regularly at https://lawprofessors.typepad.com/business_law/

This profile is from a federated server and may be incomplete. Browse more on the original instance.

annmlipton, to random
@annmlipton@esq.social avatar

Just @ me next time, seriously

https://www.nytimes.com/2024/05/24/opinion/elon-musk-spacex-brownsville-texas.html

annmlipton, to random
@annmlipton@esq.social avatar

More on proposed changes to the DGCL. It's inside baseball so I get why mainstream reporters haven't picked this up, but the changes not only impact who wields power in corporations - a huge issue - but portend a real shift in how Delaware law is made - which matters for the economy generally
https://delawarecall.com/2024/05/24/controversy-swirls-around-proposed-changes-to-delawares-corporate-code/

annmlipton,
@annmlipton@esq.social avatar

Let me put it in concrete terms. Under current law, given stock exchange listing rules, Elon Musk can only get his 25% voting control over Tesla if he's given 25% of the equity. If these laws go into place, the board can "contract" with him to give him control over decisions regardless of whether shareholders vote him and other board members out.

annmlipton, to random
@annmlipton@esq.social avatar

are you fucking kidding me?

https://www.nbcnews.com/business/travel/frontier-ceo-urges-crackdown-abuse-airport-wheelchairs-rcna153830

annmlipton,
@annmlipton@esq.social avatar

My mother uses wheelchair service. You wait 20 minutes to find someone to push the wheelchair into the airport, and another 30-45 minutes for someone to take you to the gate. These aren't motorized wheelchairs; someone has to push you. What possible reason would you have for faking a need?

annmlipton, to random
@annmlipton@esq.social avatar

It's cool Biden just appointed his 200th judge and all but it won't matter once literally every case is heard in the Fifth Circuit.

https://www.law360.com/securities/articles/1840118/dc-judge-ships-cftc-election-betting-suit-back-to-texas

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annmlipton, to random
@annmlipton@esq.social avatar

Every crisis is an opportunity

https://www.cnn.com/2024/05/21/food/nestle-glp-1-food-vital-proteins

annmlipton, to random
@annmlipton@esq.social avatar

Final version of my paper regarding Twitter v. Musk is now available on SSRN.

I am so grateful to the hardworking editors at the Virginia Law & Bus. Review who had to deal with this beast!

https://papers.ssrn.com/abstract=4442029

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annmlipton, to random
@annmlipton@esq.social avatar

Congrats TLS class of 2024!

(These are cupcakes)

mekkaokereke, (edited ) to random
@mekkaokereke@hachyderm.io avatar

Feminists taught me that Mad Max Fury Road is not a feminist movie. I get that.

Fury Road was just an action movie where the violent protagonist was a woman with a visible disability, instead of an able bodied man. I get that.

But I still enjoy the fact that George Miller looked at all the dudes that got angry that a woman was the star of a Mad Max movie, and said "Cry about it!" and doubled down.

I am so watching this.

Furiosa extended trailer
(CW: movie violence)
https://m.youtube.com/watch?v=LYV3001u574

annmlipton,
@annmlipton@esq.social avatar

@mekkaokereke also the cinematography was feminist though.

https://www.tumblr.com/bonehandledknife/120680789755/mad-max-center-frame-and-the-male-gaze?source=share

https://www.tumblr.com/bonehandledknife/120801943690/male-gaze-composition-choices-and-mad?source=share

annmlipton, to random
@annmlipton@esq.social avatar

Last night's storm took out my internet (I assume the same storm that hit Houston earlier in the day) and now I'm sitting at my computer reading previously downloaded files and staring forlornly at web pages that won't load.

annmlipton, to random
@annmlipton@esq.social avatar

A law that does what?

https://www.nytimes.com/2024/05/16/business/uaw-mercedes-benz-alabama-vote.html

annmlipton, to random
@annmlipton@esq.social avatar

So here's the thing about the Tesla requests for shareholders to re-approve Musk's comp package, and approve the move to Texas.

annmlipton,
@annmlipton@esq.social avatar

Possibly, discovery and/or 220 requests will uncover mistakes in the documentation, but if the company was smart, anything written took pains to respect the formalities.

annmlipton,
@annmlipton@esq.social avatar

So if shareholders approve this stuff and it gets before a court again, the main question will be - do we have to believe it?

annmlipton,
@annmlipton@esq.social avatar

For the love of god, we know Musk was angry at Delaware - not just because of his comp, but also because of Twitter - and he tweeted angrily about moving.

annmlipton,
@annmlipton@esq.social avatar

Of course he wants another $56 billion or whatever the stock is worth today, and of course his board friends who invest in his private companies and do drugs with him are going to accommodate that.

annmlipton,
@annmlipton@esq.social avatar

And of course they hired stellar attorneys who will do their best to paper that decision. But does a court, entertaining all of this, have to accept that at face value, or can it instead acknowledge what we all know, which is - there is no way

annmlipton,
@annmlipton@esq.social avatar

no matter what the company says in its proxy, that a board would have of its own accord all by itself decided "Yes, we should move to Texas, which has uncertain law and looks to Delaware, bc Tesla is all in on Texas?"

annmlipton,
@annmlipton@esq.social avatar

Do we have to believe that an independent special committee of one decided, all by herself, and with absolutely no outside pressure, that yes, it's in the best interests of Tesla to give Musk stock for work he already performed and likely would have performed anyway?

annmlipton,
@annmlipton@esq.social avatar

And by the way I do have to reiterate: Tesla's proxy, and the spec comm report, imply that this will save costs that would come with a new pay package. But does that mean there won't be a new pay package going forward?

annmlipton,
@annmlipton@esq.social avatar

Musk certainly doesn't think so - here's what he tweeted before the Tornetta decision:

annmlipton,
@annmlipton@esq.social avatar

So if shareholders vote in favor of all of this, the real question for the court is: do they have to ignore all the extrinsic evidence, all the circumstances that led up to this, and pretend to believe the proxy filing? Or can they say what I'm pretty sure most spectators say -

annmlipton,
@annmlipton@esq.social avatar

This is ridiculous! There is no way an independent board decided this and put it before the stockholders!

annmlipton,
@annmlipton@esq.social avatar

Anyway I'll probably blog this which I think is the fundamental question but I haven't had a chance, so I'm doing this instead.

annmlipton,
@annmlipton@esq.social avatar

I'll add: the point of this thread is that the entire set of circumstances leading to this vote suggests bad faith by the board, which means the entire proxy is essentially a lie.

But I don't know how much a court can consider all of that when weighing the effects of a stockholder vote.

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