OPINION 
After Elon Musk Pay Package Denied by Chancery Court Judge Kathaleen McCormick, She Rules Tesla’s Incorporation Move From Delaware to Texas Legal 
Dear Friends, 
After Elon Musk’s $56 billion pay package was denied by Chancery Court Judge Kathaleen McCormick, she has now ruled that his company’s incorporation move From Delaware to Texas as legal. 

Well, well, thank you ma’am for actually following the law of the Tripadvisor and Trade Desk cases — so nice of you to actually do something judge-like that is consistent with precedent. What a shocker!

McCormick has been the prime source in recent years of a series of poor rulings and what I see as mis-justice in the Chancery Court. Senate Bill 21 and public opinion appear to be nudging the court into a direction of actual corporate justice? 
In Tesla’s move to Texas, Musk’s company followed its charter and corporate law, McCormick ruled. See more in the story below. 
Stay tuned for more on McCormick and Chancery Court news right here on your Coastal Network. I’d love to hear your feedback on this, folks. As always, it’s welcome and appreciated.
Respectfully Yours, 
JUDSON Bennett–Coastal Network 

https://news.bloomberglaw.com/esg/teslas-reincorporation-to-texas-was-legal-delaware-judge-rules

March 4, 2025, 12:10 PM EST

Tesla’s Reincorporation to Texas Was Legal, Delaware Judge Rules

Mike Leonard

Mike Leonard

Legal Reporter

Tesla Inc.’s move to Texas—executed after a Delaware judge struck down Elon Musk’s $56 billion pay package—complied with the company’s charter and corporate law, the same judge said in a ruling made public Tuesday.

Chancellor Kathaleen St. Jude McCormick declined to invalidate the reincorporation, saying the case involved the same issues resolved last year in a separate lawsuit that sought to block Trade Desk Inc.’s move to Nevada.

  • Both shareholder suits said the companies violated charter provisions requiring a two-thirds investor vote—Tesla’s shift to Texas got only 63% approval—for certain types of governance changes
  • McCormick rejected that argument for the same reasons cited by a different judge in the Trade Desk case last November: A reincorporation isn’t a charter amendment, even when it has the same practical effect
  • The chief judge of Delaware’s Chancery Court has fielded more than a year of online attacks from Musk and his devoted social media followers

The shareholder plaintiff is represented by McCollom D’Emilio Smith Uebler LLC. DLA Piper represents Tesla.

The case is Ball v. Tesla Inc., Del. Ch., No. 2024-0622, 3/3/25.