WILMINGTON, Delaware, July 8 (Reuters) - Legal teams for
Tesla and a shareholder clashed in court on Monday over the
value of a lawsuit that successfully challenged CEO Elon Musk's
enormous pay package and a request for the company to pay a
record legal fee worth $7 billion.
For more than three hours, two experts offered opposing
testimony about the benefit created for Tesla by a
Delaware judge's January ruling that rescinded Musk's
$56-billion pay package.
The legal fee is being pursued by Richard Tornetta, who
owned nine shares of Tesla when he sued over Musk's pay package
in 2018. It equals around $7.3 billion at Tesla's Monday 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 by Tornetta's lawyers.
Three law firms represented Tornetta, including Bernstein
Litowitz Berger & Grossmann.
Tornetta's lawyers argue they deserve the fee as a cut of
the benefit they say they conveyed to Tesla when Chancellor
Kathaleen McCormick voided Musk's pay package, which returned to
Tesla around 266 million shares reserved for the stock options.
Robert Jackson, a former commissioner at the Securities and
Exchange Commission, testified in Delaware's Court of Chancery
on Monday that the ruling was worth $51 billion in the form of
returned stock to Tesla that had been reserved for Musk's
options.
Daniel Fischel, a University of Chicago law professor,
countered that there was no cost in cash to Tesla if Musk
exercised the grant of stock options.
"The rescission of the grant did not save Tesla one dollar,"
said Fischel.
He said awarding billions in attorneys' fees as a result
would be an "unjustified windfall."
The hearing will continue into the afternoon.
More than 8,000 Tesla stockholders have flooded the court
with some 1,500 letters and objections over the fee, according
to court documents.
Tornetta's attorneys said the January award was 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
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.
McCormick will hear arguments about the legal impact of the
ratification vote in the coming weeks.
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.
McCormick may take weeks or months to rule on the legal fee.
The Delaware Supreme Court is currently considering a $267
million fee request in a shareholder class action involving Dell
Technologies and that decision could provide fee guidance.