WILMINGTON, Delaware, July 8 (Reuters) - Tesla
shareholders will appear in court on Monday to argue that an
unprecedented request for more than $7 billion in attorneys'
fees to be paid by the company is "outlandish," the latest twist
in a legal showdown over Musk's $56 billion pay package.
The record fee request was made by investor Richard Tornetta
on behalf of three law firms that represented him, including
Bernstein Litowitz Berger & Grossmann. Tornetta owned nine
shares of Tesla when he sued over Musk's pay package of stock
options in 2018, a legal battle he ultimately won in January
when the package was voided.
The fee equals around $7.2 billion at Tesla's Friday's stock
price and amounts to a rate of roughly $370,000 for every hour
worked by the 37 lawyers, associates and paralegals, some of
whom normally bill as little as $275 an hour, according to court
documents submitted Tornetta's lawyers.
"The legal fees appear exceedingly disproportionate and
outlandish," Nathan Chiu, a Tesla shareholder from New Jersey,
wrote to Chancellor Kathaleen McCormick in March, according to a
court filing.
Chiu, the California Public Employees' Retirement System and
more than 8,000 Tesla stockholders have flooded the Delaware
Chancery Court with some 1,500 letters and objections over the
fee, according to court documents.
A hearing scheduled for Monday was moved from McCormick's
usual courtroom to the largest in the building to accommodate
the 47 attorneys from 19 law firms appearing in the case, as
well potential stockholders.
Tornetta's lawyers argue they deserve the fee as a cut of
the benefit they say they conveyed to Tesla when a judge voided
Musk's pay package, which returned to Tesla around 266 million
shares reserved for the stock options. That stock would be worth
about $67 billion at Friday's price of $251.82 per share.
Tornetta's attorneys said it is the largest judgment ever
awarded by an American court, excluding punitive damages. They
argued they should receive a fee equal to 11% of that judgment,
a percentage that is arguably conservative by Delaware legal
precedent. They asked to be paid in the form of 29 million Tesla
shares.
RECORD FEE REQUEST
While federal courts tend to lower the fee as a percentage
of judgments or settlements as they get bigger, Delaware courts
have gone the opposite way, awarding a larger percentage as an
incentive for attorneys to push for a bigger recovery.
Tornetta's legal team said they would have been justified
asking for up to 33% of the value of Musk's pay package.
The fee request vastly outstrips the current record fee in
shareholder litigation of $688 million in an Enron class action,
according to Stanford Law School.
The Musk case took a dramatic turn when Tesla shareholders
in June voted to ratify Musk's pay, which Tesla has argued
corrected the flaws in the 2018 process that McCormick
identified in her ruling.
The company argues that Musk's pay package has been restored
and that Tornetta's legal victory has been transformed into a
loss. As a result, the case conveyed no benefit to Tesla and the
shareholder lawyers should receive as little as $13.6 million,
Tesla said.
Some of the shareholders who have opposed the request wrote
form letters to the judge, but a few have hired attorneys to
file formal objections to the fee, including Amy Steffens, a
pilot, and Kurt Panouses, an attorney who specializes in
representing lottery winners.
McCormick may take weeks or months to rule. The Delaware
Supreme Court is currently considering a $267 million fee
request in a shareholder class action involving Dell
Technologies ( DELL ) and that decision could provide fee guidance.