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annmlipton, to random
@annmlipton@esq.social avatar

"Vivek Ramaswamy has called for BuzzFeed to axe staff, focus on video and hire new voices such as former Fox News host Tucker Carlson after raising his stake in the media company to 8.3 per cent."

I do not know what to make of this Buzzfeed thing.

https://on.ft.com/4axjl2Q

annmlipton, to random
@annmlipton@esq.social avatar

"If the proposal is rejected, the CEO may make good on threats to develop products outside of Tesla."

https://www.bloomberg.com/news/articles/2024-05-25/tesla-shareholders-should-reject-musk-s-pay-glass-lewis-says

annmlipton,
@annmlipton@esq.social avatar

I'll say it again: If Musk does that, it's a breach of fiduciary duty to Tesla. A board could theoretically permit it, but this board has not done so - and would be questioned for its independence if it did. But the threat of it being so obvious -

annmlipton, to random
@annmlipton@esq.social avatar
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
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
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)

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.

andrew,
@andrew@esq.social avatar

@_

Absolutely. Even ten years ago it would have been bananas for there to be dynamic content in the Start menu that requires connectivity.

I would imagine people on metered connections don't love the change(s).

andrew,
@andrew@esq.social avatar

@rob11563

Yeah cameras seem to be a loss leader for (mostly bad and largely abandoned) services.

annmlipton, to random
@annmlipton@esq.social avatar
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
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.

annmlipton, to random
@annmlipton@esq.social avatar

So oral argument in the NASDAQ diversity comply-or-explain rule involved, of course, a serious consideration of the academic evidence submitted by prominent scholars...

Oh, sorry, that was a different court I was thinking of

https://www.law360.com/securities/articles/1834686

annmlipton, to random
@annmlipton@esq.social avatar
annmlipton,
@annmlipton@esq.social avatar

The best part is Tesla just filed a letter saying it intends to oppose the filing of the amicus brief. Here's the text of the letter:

image/png

maddad,
@maddad@mastodon.world avatar

@annmlipton

Musk would never get away with this in China

annmlipton, to random
@annmlipton@esq.social avatar

Look, the company is already bleeding financially. I want individuals prosecuted. I want Calhoun's golden parachute canceled. Come on.

https://www.reuters.com/business/aerospace-defense/us-says-boeing-breached-2021-deferred-prosecution-737-max-agreement-2024-05-14/

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