Elon Musk Taps into Public Opinion, Proposes Tesla's Incorporation Move to Texas

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01/02/2024 20h20

In a surprising turn of events, Tesla CEO Elon Musk is seeking to change the state of incorporation for his electric vehicle company from Delaware to Texas. The decision comes after a recent court ruling nullified Musk's massive $56 billion pay package from 2018, leading him to criticize Delaware and advocate for incorporating in Texas or Nevada.

Musk, known for his unconventional approaches, took to his social media platform, X, to conduct a public vote on Tesla's potential relocation. Unsurprisingly, the majority of respondents supported a move to Texas, with over 87% in favor. Following this resounding public backing, Musk announced early Thursday morning his intention to hold a shareholder vote in order to initiate the transfer of incorporation to Texas.

The dispute between Musk and Delaware stemmed from a legal suit filed by a Tesla investor, challenging the fairness of the CEO's $55.8 billion pay package approved by the board in 2018. Judge Kathaleen McCormick ruled in favor of the claimant, declaring that the stock options granted to Musk must be renegotiated. Additionally, McCormick's subsequent investigation scrutinized Tesla's board, highlighting its shortcomings.

While Tesla has yet to provide an official response to Fortune's request for comment, Musk's determination for swift action is evident. However, even his supporters on X have stressed the importance of informing shareholders about the potential implications of the move before voting.

Delaware has long been a popular choice for incorporation among large corporations, thanks to its attractive legislation including specialized corporate courts and tax incentives. Notable companies such as Alphabet (Google's parent company), Amazon, JPMorgan Chase, and Bank of America are incorporated in Delaware, despite not having their headquarters situated in the state.

Musk's dissatisfaction with Delaware likely stems from previous court rulings against him, including a 2022 decision that upheld his obligation to purchase social media platform Twitter for $44 billion. In contrast, Texas holds a special significance for Musk, as it is both home to his ventures, Tesla and the Boring Company, and a personal refuge where he has spent nights sleeping on the factory floor.

Furthermore, Musk enjoys support from influential figures in Texas, such as Attorney General Ken Paxton, who has previously pursued Musk's adversaries. In turn, Musk has publicly expressed his support for Texas in its immigration-related conflicts with the federal government.

The proposed move to Texas represents a significant shift for Tesla and its shareholders. As the company prepares to hold a shareholder vote on the matter, the advantages and implications of such a relocation should be thoroughly examined and communicated to ensure an informed decision-making process. Texas, with its ties to Musk and potential benefits, emerges as an intriguing alternative to Delaware's corporate stronghold.

The views expressed in this article do not reflect the opinion of ICARO, or any of its affiliates.

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