A Delaware court ruling on his $50 billion compensation plan at Tesla raises questions about corporate governance and more.Elon Musk may be forced to give up a grant of Tesla shares worth over $50 billion.Amir Hamja/The New York TimesThe big stakes of Musk’s outsize pay dealAn unusual pay package that Tesla devised in 2018 helped make Elon Musk the world’s wealthiest individual.But a Delaware judge’s ruling that the arrangement was unfair to other Tesla shareholders raises questions about much more than Musk’s net worth, including control of his companies and his ability to fund them — and how corporate leaders are paid.The backstory: In 2018, Tesla set out 12 milestones tied to market capitalization, revenue and profit targets that Musk needed to reach to qualify for a stock package that is now worth over $50 billion. Experts thought it would be impossible to hit. Yet Musk — who told Andrew at the time that Tesla would hit a $1 trillion market cap within a decade — pulled it off. (He hasn’t taken possession of the shares yet.)Shareholders sued, however, arguing that the plan was devised unfairly, with Musk essentially creating his own pay package with the help of allies on the Tesla board.Those shares are now at risk of disappearing. “The process leading to the approval of Musk’s compensation plan was deeply flawed,” Chancellor Kathaleen McCormick of Delaware’s Court of Chancery (who has been blunt in hearings with Musk before) wrote in her decision, ordering that the contract be voided.There’s a lot at stake:Questions about the Tesla board’s independence are being asked as the car maker’s directors weigh a demand by Musk for more control of the company, lest he start moving highly anticipated A.I. projects to other parts of his business empire.Musk has taken out stock margin loans to finance parts of his business empire. He may find it harder to come up with cash if X needs more money, for example.And corporate governance experts say the ruling is a warning to other business leaders. “It establishes that there is such a thing as excessive compensation,” Sarah Anderson of the Institute for Policy Studies, a progressive research group, told The Times.Some legal experts think any Musk appeal faces tough odds. He will probably appeal to the Delaware Supreme Court, they say. But Eric Talley, a professor at Columbia Law School, told DealBook that chancellors like McCormick historically have wide latitude to rule on such punishments.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber?  More

The letter, which also requested that Rudolph W. Giuliani be awarded the Presidential Medal of Freedom, was intercepted before reaching President Donald J. Trump.An associate of Rudolph W. Giuliani, President Donald J. Trump’s personal lawyer, tried to pass a message to Mr. Trump asking him to grant Mr. Giuliani a “general pardon” and the Presidential Medal of Freedom just after the Jan. 6 attack on the Capitol, according to a new book.The associate, Maria Ryan, also pleaded for Mr. Giuliani to be paid for his services and sent a different note seeking tens of thousands of dollars for herself, according to the book, “Giuliani: The Rise and Tragic Fall of America’s Mayor,” by Andrew Kirtzman, who had covered Mr. Giuliani as a journalist. The New York Times obtained an advance copy of the book, which is set to be released next month.Bernard B. Kerik, Mr. Giuliani’s close adviser and the New York City police commissioner for part of his time as mayor, stopped the letter from getting to Mr. Trump. And it is unclear if Mr. Giuliani, who helped lead the efforts to overturn the 2020 election but has repeatedly insisted he did not seek a pardon shielding him from potential charges, was involved in the request.But the letter adds another layer to the complex picture now swirling around Mr. Giuliani as he faces legal fallout from his efforts to try to help Mr. Trump cling to power, including being notified that he is a target in at least one investigation.“Dear Mr. President,” Ms. Ryan wrote in the letter, dated Jan. 10, 2021, according to the book, “I tried to call you yesterday to talk about business. The honorable Rudy Giuliani has worked 24/7 on the voter fraud issues. He has led a team of lawyers, data analysts and investigators.”Key Revelations From the Jan. 6 HearingsCard 1 of 9Key Revelations From the Jan. 6 HearingsMaking a case against Trump. More

Gail Collins: Happy Thanksgiving week, Bret. Anything you’re thankful for in particular — besides your lovely family of course.Bret Stephens: The E.M.T.s, cardiac surgeons and nurses who saved my mother’s life earlier this year will be the first people we’ll toast this Thursday, Gail.Gail: To the lifesavers!Bret: And I think we’ll also raise a glass to our regular readers, who seem drawn to a style of conversation that isn’t about compulsive loathing, bottomless contempt, frenzied recrimination, petty score-keeping, histrionic eye-rolling, suppurating disdain and Tucker Carlson-style smirking just because we sometimes have different political views.How about you?Gail: Well, gee, not gonna argue against toasting the readers. In a time when trashing folks on the web is so in, they’re so … out in a very, very fine way.Bret: Our readers: Gluttons for emollient.Gail: If I get to add one, I’d add teachers, especially the early childhood education community. They not only do essential work, they do it for very little applause — or money.Bret: Absolutely. But maybe I’m detecting a subtle hint that you really want to switch the subject to the House of Representatives passing the Build Back Bigger bill?Gail: Bret, I am now giving thanks that you remember at least part of the name of the Build Back Better bill. Which I will always think of as Not the Infrastructure Bill Even Though It Sounds Like It.Anyhow, we are talking about the social-safety-net-stop-climate-change bill. Known to many conservatives as That Two Trillion Dollar Thing.Bret: I gather you’re delighted with it.Gail: I’m happy. Never bought into the idea that President Biden was elected just to not be Donald Trump. He promised during his campaign to expand government help for non-wealthy families, battle the cost of prescription drugs, increase the scope of Medicare and achieve universal prekindergarten for 3- and 4-year-olds.Got elected, now it’s happening. Good news.Bret: Sorry to be the perpetual Grinch, Gail, but I’ll bet you my considerable store of Zabar’s leftovers that it isn’t happening. Certainly not in anything like the size of the House bill and very possibly not at all. And I have two numbers to support my argument: 60 and 32. The first is Joe Manchin’s approval rating in West Virginia. The second is Joe Biden’s approval rating in West Virginia. If Manchin votes for the bill, about which he’s already expressed big doubts, it’s going to mean the likely end of his political career when he’s up for re-election in 2024.Gail: This gives me another chance to point out that West Virginia gets around twice as much in federal aid as its residents pay in federal taxes.Gee, do you think Manchin’s magical ability to hang onto that seat is connected to the federal largess he brings home?Bret: The other pair of numbers I’m looking at is minus 12.1 and minus 11.6 percentage points. The first is the spread between Biden’s approval and disapproval ratings, the second is Kamala Harris’s. Why do you think it makes sense for the administration to double down on its policies instead of a nice Clintonian U-turn?Gail: The negativity is mainly all about Biden’s inability to get things done. Which won’t look better if he fails to get this bill passed.Bret: Despite what you said earlier, I don’t think Biden was elected to be a transformative president the way Reagan or Obama were, both of whom had clear electoral mandates to change America. He was elected to be a steadying presence. Biden’s failed totally so far, partly for reasons that were not under his control, like the persistence of the pandemic, and partly for reasons that were, like the bungled exit from Afghanistan.Either way, he is misreading his mandate, and the new legislation won’t help. It’s deeply unwise to try to change the entire shape of government based on a tiebreaking vote in the Senate. It’s even more unwise to do so when prices for groceries and gas seem to be rising by the minute.Biden is overseeing a combustible mixture of sweeping progressive social change and working-class economic distress — a formula that gave us Trump in 2016 and may give us Trump again in 2024. And all this is on top of the already hyperpolarized culture we have in this country.Gail: Well, let’s move onto something even more depressing. I sorta hate to bring this up on a holiday week, Bret. But I have to ask you about the Rittenhouse verdict. Your thoughts?Bret: David French had a lovely line on the case in a recent essay in The Atlantic: “The law allows even a foolish man to defend himself, even if his own foolishness put him in harm’s way.” Obviously Kyle Rittenhouse should not have been out that night, much less waltzing around with a rifle. But it also seems clear from the trial that much of what the world thought it knew about him — that he was some kind of out-of-town white supremacist who had crossed state lines with a gun and was looking for trouble — was false.What’s your view?Gail: I can understand the way it went, given the absolute mess that Wisconsin’s gun laws seem to be. But I wish I believed it would be a call to state legislatures — and Congress — to fix the system so that toting guns around in public is flat-out illegal. For anybody.Bret: Something like 43 states allow people to carry around guns in most places. And depending on how it goes with a case being decided this term by the Supreme Court, that number may soon be 50. Personally, I’d argue that if you’re too young to buy a beer you’re surely too young to parade around with a gun, unless you’re in the military or the National Guard.Gail: The two things that totally depress me are realizing that our politicians aren’t going to stop fawning over the gun-rights lobby and knowing that Rittenhouse is going to become even more of a right-wing hero who’ll probably be given a medal at the next Republican convention.Bret: He’s no hero. But I also think this case is a good reminder of why America needs responsible and effective policing, particularly during violent urban protests or riots: When law enforcement fails to protect lives and property, vigilantes spring up.Gail: Back for a minute to the House vote on Biden’s non-infrastructure bill: I presume that you listened to every word of Minority Leader Kevin McCarthy’s more than eight-hour speech against it, right? What were your takeaways?Bret: Yeah, sure, right after I performed a root canal on myself while watching “Ishtar” dubbed in Finnish.OK, I didn’t actually see the speech, but I did read The Times’s priceless account of it. My favorite detail: “Representative Madison Cawthorn, a hard-line Republican from North Carolina, sat behind him, stuffing his lip with chewing tobacco and spitting in a cup. Mr. McCarthy, for his part, sustained himself with peppermint candies, unwrapped one by one by aides.”Gail: Do you think that was in their original job descriptions?Bret: How much do you look forward to having him as Speaker, Gail?Gail: Aaauuughh. I’m not the most pessimistic Democrat when it comes to future expectations, but I have to admit the chances of the party hanging onto the House and Senate are not … super.My greatest source of optimism is what seems like a flood of terrible Republican candidates, many of them already endorsed by Trump despite minor defects like allegations of spousal assault.I know you have some extremely responsible, forward-looking Republican contenders you can point to, but it seems like there are only about six of them. Do you disagree?Bret: Unfortunately, you’re pretty much right. John Stuart Mill once described the Tories of his day as “the stupider party,” and the er in “stupider” seems to describe today’s G.O.P. pretty nicely. It isn’t out of the question that Republicans could trip themselves up on the way to a Congressional majority because all of the most Trumpy candidates win the primaries and then lose in the general election.On the other hand, Republicans will benefit mightily from the latest round of gerrymanders. Also, Glenn Youngkin in Virginia showed how a Republican candidate can distance himself just enough from Trump to win back more moderate voters, while not so much as to alienate the Trump die-hards. Which is another way of saying that I think you’ll be dealing with Speaker McCarthy and Leader McConnell in the next Congress.Gail: And both of them are the opposite of bipartisan, unless there’s a chunk of money for back-home roadbuilding up for grabs.OK, gonna block all this out until after the holidays.Bret: So, remind me again, what else will you be giving thanks for this Thanksgiving?Gail: Don’t know if I ever told you, but we have a tradition of having a group of old friends over every year for the holiday dinner. This is something we started in college — one of this year’s guests, who is 32, was born into it. So it’s partly an annual reunion and a chance to be grateful for longtime pals.As well, of course, for the relative newcomers. So when it comes to thanks, I’ll be including another year of conversing with you, Bret. And looking forward to carrying on into 2022 and beyond.Bret: As am I. And here’s to you.The Times is committed to publishing a diversity of letters to the editor. We’d like to hear what you think about this or any of our articles. Here are some tips. And here’s our email: [email protected] The New York Times Opinion section on Facebook, Twitter (@NYTopinion) and Instagram. More

Bannon suffers setback as judge rejects delaying contempt of Congress trialFederal judge also rejects claim by former Trump strategist that he thought his non-compliance was excused by executive privilege Donald Trump’s former top strategist, Steve Bannon, suffered heavy setbacks in his contempt of Congress case on Monday after a federal judge dismissed his motion to delay his trial, scheduled for next week, and ruled he could not make two of his principal defences to a jury. Bannon initiates talks with January 6 panel on testifying over Capitol attackRead moreThe flurry of adverse rulings from District of Columbia district judge Carl Nichols – a Trump appointee – marked a significant knock back for Bannon, who was charged with criminal contempt after he ignored a subpoena last year from the House January 6 select committee investigating the attack on the US Capitol by extremist Trump supporters in 2021.Nichols refused in federal court in Washington DC, to delay Bannon’s trial date set for next Monday, saying that he saw no reason to push back proceedings after he severely limited the defences that the former Trump aide’s lawyers could present to a jury.The defeats for Bannon stunned his lead lawyer, David Schoen, who asked, aghast: “What’s the point of going to trial if we don’t have any defences?”Nichols stripped Bannon of two of his main defences for defying the select committee’s subpoena, ruling he could not present evidence to the jury that he had relied on the advice of counsel, and could not rely on entrapment by estoppel, the argument that a defendant was advised erroneously by an official that certain conduct was legal.The decision, Nichols said, came in large part because he was bound by the controlling case law at the DC circuit level, which ruled in Licavoli v United States 1961, that advice of counsel was no defence against contempt of Congress charges.Nichols also rejected Bannon’s claims that he thought his non-compliance was excused by executive privilege, and narrowed the arguments Bannon could present to mainly whether he was aware of the deadlines for testimony and producing documents established by the select committee.The decision not to allow Bannon to pursue executive privilege arguments came after the US prosecutors said in a filing that Trump’s own attorney, Justin Clark, told the FBI last month that Trump never invoked privilege for specific materials compelled in the subpoena.But Nichols went further and said Bannon could not make an executive privilege claim because none of the justice department’s internal guidelines he supposedly relied on to determine he was immune from the congressional inquiry applied to non-White House officials, such as Bannon was at that time.The judge, in refusing to delay the trial date, ruled in favour of prosecutors who urged him to look past Bannon’s “sudden wish to testify” to the House select committee – a development first reported by the Guardian – as nothing more than a last-ditch move to avoid trial.It was not clear whether Bannon still intended to testify and produce documents to the select committee after Nichols’ rulings.Nichols handed down additional defeats for Bannon, rejecting the interpretation by Bannon’s lawyers of “willful non-compliance” which they took to include an element of intent. Nichols said prosecutors needed only to show his default was deliberate and intentional.He quashed Bannon’s motion to subpoena top Democrats – including House Speaker Nancy Pelosi – and select committee members, and denied a motion to introduce evidence about the justice department’s decision not to charge other Trump White House officials referred for contempt.The judge, who served in George W Bush’s justice department, also reaffirmed that the select committee was properly constituted and served a legitimate legislative function, in a significant signal undercutting claims by some House Republicans.While some Republican congressmen have complained that the panel was illegitimate, Nichols said the House voting on contempt referrals from the panel meant it had been repeatedly ratified, and he would defer to the House to interpret its own rules.TopicsSteve BannonUS politicsUS Capitol attackJanuary 6 hearingsDonald TrumpnewsReuse this content More