One thing I don't know about fediverse threading is if there's any way to fck it up like you can on Twitter, whether there is a kind of non-threading reply or not...

but there's only one way to find out, the same way I did on Twitter, by trial and error.

So, here is post numero dos, with the background information on the #Tornetta case.

Let's see how the threading goes. 🤞🏻

2/

https://thechancerydaily.substack.com/p/tornetta-musk-and-55-billion-in-options

Bookmark this thread for 1:30pm Eastern on Tuesday where we will be live-tooting the Tornetta v. Musk post-trial argument hearing about the $55 billion compensation case being heard in the Delaware Court of Chancery. Absolutely everything you need to get up-to-speed can be found in the linked posts above.

#Law #LawFedi #CouryOfChancery #thechancerydaily

3/

If you want to dial in to listen along as I live-screech, kinda-sorta-but-not-really like we did in the old days, you can do so:

(774) 267-7689

N.B. Remember the words of Chancellor Kathaleen St. Jude McCormick: The standard instruction applies: Aside from our Court of Chancery Court Reporter, no one (i.e., no party, counsel, member of the press, or any other attendee) may record the hearing in any manner (i.e., video, audio, or otherwise). This includes a prohibition on rebroadcasting.

4/

Oh boy, this is like old school Twitter v. Musk live-tweeting vibes, waiting for the Chancellor to get on the line! Wooooooooooweeeeeeee let's gooooooooo team!

It will be interesting trying it out here in the fediverse. It's all going to be different, & it will have hiccups, & I don't care. I'm not going back to Twitter. I'll build a new damn way of communicating if I have to. I'll learn Morse Code if I have to. I'm not going back to that cess pool to provide content. It's not happening.

5/

In case anyone is looking for the dial-in details, here they are again:

(774) 267-7689

#Tornetta #CourtofChancery #DelawareCourts #Law #lawfedi

We have done microphone testing, and we should be getting underway shortly. The teams were at the Courthouse yesterday setting up their presentation equipment, so we know we will have slide presentations that we cannot see. ::sad trombone::

6/

There's not a huge live-tooting community on Mastodon that I know of, I am not sure that threading is even a previously utilized tool. Some servers even allow posts of up to 4k - 5k characters! (I did not know this when I chose my server, some of you will be grateful to know!)

It's still mind boggling to me that Mastodon has a million apps and interfaces, and none of them are ad supported (at least in the main, or any that I know of).

It's THE CHANCELLOR!

/7

Ok, we are doing introductions. The Chancellor sounds relaxed, which I'm glad to hear. She has sounded overwhelmed for the past few weeks.

The presentations will be plaintiff, defendant, plaintiff, defendant.

Plaintiff, by Varallo, jumps right in.

He says it doesn't matter what we think of Elon Musk, it matters whether this compensation package (to a part-time executive) was "entirely fair," which is the legal standard.

/8

Varallo is pressing first on the disclosure point. This is what I have been harping on in the various places I have been harping about this matter. Tesla decided to make the vote contingent upon a vote of the stockholders, and this requires full disclosure of all relevant information and potential conflicts of interests.

/9

Varallo says they "win the case if a preponderance of the evidence shows either a material omission or misstatement in the proxy, or if we're able to show partial disclosure w/out an accurate full & fair characterization to place that partial disclosure in proper context. The evidence developed at trial shows both material omissions in the statements and materially misleading partial disclosures, any of which warrant cancellation of the plan for failure of a condition precedent."

/10

This previous point is interesting (and jfc Varallo is talking fast and really running through a lot) because he's saying not just that a new vote is warranted but that the plan should be cancelled for failure of a condition precedent if the vote wasn't fully informed. This is a slight but also massive difference from what they were previously arguing.

/11

@chancerydaily Is there precedent for this? I.e., not that an uninformed vote means there was no ratification so you move to entire fairness - but that the grant was conditioned on a vote, therefore an uninformed vote means no grant, regardless of fairness?

I just looked at one of the cites in support, and it was for director elections - not a comp grant where a shareholder vote is not statutorily required.

And even in the merger context, we don't undo the merger if the vote is uninformed.

@chancerydaily I just quickly glanced at the brief and it seemed like citations were thin and more like, no ratification but I didn't look very closely.

Of all possible outcomes, I'm going with the least likely is, she says the proxy was misleading therefore the grant was automatically invalid regardless of fairness or anything else.