Corporate Governance

Tesla Directors Took a Big Accounting Bet With No Independent Accounting Advice

Lucian Bebchuk and Robert Jackson argue that the Tesla board’s prediction that restoring Musk’s old pay package would require no new compensation charge to Tesla’s financial statement seems not to have been based on any independent accounting advice. This could carry substantial risks for Tesla stockholders.

Tesla Should Take the Court Decision Seriously, Not Dismissively

Lucian Bebchuk argues that, in response to the Delaware court decision invalidating the 2018 pay grant to Elon Musk, the Tesla board did not react with contrition and an attempt to improve its governance, but rather followed an approach of dismissal and defiance.

Tesla Is Short on Director Independence

Lucian Bebchuk and Robert Jackson discuss how Tesla is failing to bolster director independence despite a highly critical court opinion.

Tesla Investors Deserve Musk’s Attention

Lucian Bebchuk and Robert Jackson argue that Tesla’s proposal to ratify Elon Musk’s $50 billion pay package would fail to secure Musk’s devotion of time and effort to Tesla rather than other endeavors, just as its past pay arrangement did.

The Elephant in Tesla’s Boardroom

Lucian Bebchuk and Robert Jackson discuss how Elon Musk’s threat to develop AI projects outside Tesla may distort investors’ votes on restoring his large options grant.

A Famed Economist’s Public Company U-Turn

Michael Jensen, a leading late 20th century economist, pivoted from praising public companies in the 1970s to assailing public company governance in the 1980s and 1990s. Disappointment that corporate executives did much to thwart takeover activity prompted Jensen’s 180-degree turn. 

Musk’s Lawsuit Ponders if Nonprofit Governance Can Protect a Social Mission

One of the questions that Elon Musk’s lawsuit against OpenAI and its CEO, Sam Altman, raises is whether Microsoft’s involvement in changes to OpenAI’s board in November violated nonprofit law. Benjamin Leff assesses this challenge and if current nonprofit law is capable of monitoring nonprofit behavior in its current form.

Does Elon Musk’s Lawsuit Against OpenAI Have Merit?

Two professors of law assess the merits and questions raised by Musk's recent lawsuit against OpenAI and its CEO, Sam Altman.

Who Will Enforce AI’s Social Purpose?

Elon Musk recently sued OpenAI over claims that the company has strayed from its social mission and has instead focused on profit maximization. Roberto Tallarita examines how Musk’s lawsuit shows well-intentioned corporate planners how hard it is to commit to an effective and enforceable social purpose and warns policymakers that relying on corporate self-regulation of AI could be a fatal mistake.

Why Musk Is Right About OpenAI

Luigi Zingales argues that Elon Musk is right to sue OpenAI and CEO Sam Altman, given the economic principles at stake.

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