Tesla Inc will urge a Delaware judge on Friday to reject USD 230 million in legal fees requested by a team of shareholder attorneys who won a settlement in a dispute over director pay.
The maker of electric vehicles called the fee request an “unwarranted windfall” that works out to an hourly rate of USD 10,690, one of the highest fee requests ever in Delaware’s Court of Chancery, a key venue for shareholder lawsuits.
The company wants Kathaleen McCormick, chief judge on the court, to approve a fee of no more than USD 64 million.
The attorneys represented a Detroit police union pension plan that sued Tesla’s directors for excessive compensation during 2017 to 2020. Nearly all of the directors’ compensation comprised stock options and they only got paid if the stock rose. In recent years it swelled 10-fold.
Elon Musk’s USD 56 billion in compensation as Tesla’s chief executive was not part of this lawsuit. It is being challenged separately.
The 2020 lawsuit settled in July with the directors agreeing to return to Tesla USD 735 million as part of a USD 919 million agreement. The directors said their pay was fair and they only settled to remove the risk of litigation.
The attorneys want as their fee 25% of the settlement with the 12 directors, who include James Murdoch, son of media mogul Rupert Murdoch, and Oracle co-founder Larry Ellison.
The case was brought as a so-called derivative lawsuit which benefits the company, rather than shareholders directly.
Tesla argued the shareholder’s attorneys exaggerated the value of the settlement, and by extension their requested fee, by pegging its value to the cost to directors rather than the benefit to the company. Tesla estimated its benefit from the deal was USD 295 million.
The difference in the two values boils down to the stock options. At the time of the July settlement the options were worth USD 458 million to the directors.
But the company cannot exercise the returned stock options. Instead, Tesla said in court papers that the benefit of getting the options back is reversing the accounting cost it recorded when they were issued, which was around USD 20 million.
Musk is not contributing to the settlement and he did not receive any money for his role on the board, according to a court filing by the plaintiff.
