This story of a biased, political judge entering a crazy ruling against Musk in Delaware is pretty contrary to the facts. Here's what actually happened. 1. Delaware is the major corporate domicile in America because of its highly developed and predictable caselaw. Its judges and legislature constantly stay abreast of corporate developments and typically make consensus, well-regarded decisions. Accordingly, most major American corporations are domiciled there. 2. The main focus of corporate law is solving the agent-actor problems. Corporate structure protects shareholders so they can be comfortable handing their money over to someone else to make day-to-day decisions. This opens up dramatically more investment and is key to the modern economy, but it requires strong protections for shareholders so that the CEO and board can't just run off with the money. 3. Musk has little patience for law in general and corporate law is no exception. Whether it was the Twitter merger agreement, his old Tesla "going private" tweets, or the acquisition of SolarCity by Tesla when he essentially controlled both, he has consistently pushed the limits of the law in almost every direction. It is not THAT surprising if he eventually gets majorly burned. 4. In this case, Musk and a board very close to him (working with him for decades, vacationing with him and his family, etc.) proposed a compensation plan that was ~two orders of magnitude larger than the next highest CEO's compensation plan on record. It was dramatically larger. The board could not show that it maximized value for shareholders or even that the plan was seriously negotiated at all. When the plan was proposed to the shareholders, key information about the process of arriving at the plan was left out. In some cases, information included in earlier drafts was left out of the final version. It was not made clear to the shareholders that the compensation committee included individuals with close ties to Musk that could harm their independence, that the package was originally proposed by Musk himself, that Musk played a large role in directing the approval process, and that internal projections showed Tesla was likely already on path to hit many of the key metrics that would trigger vesting for Musk. 5. Because the disclosure to the shareholders was meaningfully deficient, the shareholder vote in favor of the award doesn't shield it from review by the court for fairness. 6. Review by the court found that the board had not meaningfully negotiated or benchmarked the compensation package, and that Musk did not require the package to be motivated to work for Tesla. It was not "entirely fair" to the shareholders at all. 7. Although this decision seemed to come "out of thin air," in fact the shareholder sued shortly after the compensation plan was approved back in 2018, and the case wound its way through the courts for years. Although Musk is indeed in a rough situation having several years of compensation voided, he and Tesla could have attempted to cure the flaws at the time, but opted not to. Instead they went to court and lost. 8. Chancellor Kathleen St. John McCormick's handling of the case seems roughly in line with the handling of the Vice-Chancellor who had the case before retiring and handing it off to her. 9. Other than the fact that the decision was against Musk's interest, I have not seen a shred of evidence for the "bias" or "politically motivated" accusations. In sum, this decision seems broadly in line with established principles of Delaware corporate law. Meaningful disclosure to shareholders is essential. Independent directors should be meaningfully independent and vigorously defend the shareholders interests in accordance with their fiduciary duties. There's also a lesson. When you are, as Musk was, asking for a pay package 250 times larger than that given to the next-most-compensated CEO, *you* should take care to make sure that each "i" is dotted and each "t" is crossed.