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Delaware Court Cedes Musk Governance to Texas Law

Financial Times Companies •
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A Delaware corporate court effectively ended investor lawsuits challenging Elon Musk’s conduct by ruling that claims against Tesla must be governed by Texas law. This decision clears a major legal hurdle for the electric vehicle maker after Musk initiated the domicile shift in 2024. The complaints alleged breaches of fiduciary duty, including diverting company resources.

Delaware’s judiciary has often clashed with the entrepreneur, famously voiding his $56bn pay package previously. Texas offers corporate leaders a far more permissive environment; for instance, derivative lawsuits require a shareholder stake equating to about $34 billion in Tesla stock to initiate. This legal shift grants Musk greater operational autonomy at the EV firm.

This development also impacts SpaceX, which is domiciled in Texas and plans a potential listing near a $2 trillion valuation. Musk may bypass typical restrictions, such as the standard six-month insider selling lockup before an IPO. Such actions introduce risks of immediate selling pressure following the rocket company's public debut.

Effectively, the ruling reinforces a concept of private ordering: Musk, as CEO and largest shareholder, negotiates his terms directly with investors. The implicit bargain centers on the premise that strong stock performance earns deference from shareholders, irrespective of traditional governance norms.