Kathaleen McCormick | |
---|---|
Chancellor of the Delaware Court of Chancery | |
Assumed office May 6, 2021 | |
Appointed by | John Carney |
Preceded by | Andre Bouchard |
Vice Chancellor of the Delaware Court of Chancery | |
In office November 1,2018 –May 6,2021 | |
Appointed by | John Carney |
Preceded by | Seat established |
Succeeded by | Lori W. Will |
Personal details | |
Born | Kathaleen Saint Jude McCormick September 9,1979 |
Alma mater | Harvard University (AB) University of Notre Dame (JD) |
Known for | Twitter v. Musk |
Kathaleen Saint Jude McCormick [1] (born 1979) [2] is an American lawyer and judge on the Delaware Court of Chancery,first as a vice chancellor from 2018 to 2021 and then as the current chancellor since 2021. She is the first female chancellor in Delaware history.
McCormick was born in Dover,Delaware,and grew up in Smyrna,Delaware. [3] She earned a Bachelor of Arts in philosophy from Harvard University,[ when? ] and her Juris Doctor from Notre Dame Law School. [4] She began her career as a legal aid lawyer. She then went into private practice at Wilmington law firm Young Conaway Stargatt &Taylor,where she became a partner. At Young Conaway,she specialized in corporate and alternative entity law. [4] [5]
In September 2018,Governor John Carney nominated McCormick and Morgan Zurn to two new vice-chancellor positions on the Delaware Court of Chancery. These appointments raised the total number of judges on the court from five to seven,the first such expansion since 1989. [6] Carney noted that McCormick's experience would make her "an immediate asset to the court." [5] She was confirmed by the Delaware Senate on October 3 and took office on November 1. [7] [8] [9]
In April 2021,she was nominated by Delaware Governor John Carney as Chancellor of the Delaware Court of Chancery,following the mid-term resignation of the former Chancellor Andre Bouchard. The Delaware Senate confirmed McCormick,and she began her 12-year term on May 6. McCormick is the first woman to lead the court since it was established in 1792. [10] [11] [9]
On April 30,2021,McCormick issued a post-trial decision in Snow Phipps Group,LLC v. KCake Acquisition,Inc. [12] [13] The case was among the first "busted deal" cases that emerged as mergers and acquisitions buyers sought to avoid closing mergers after the COVID-19 pandemic negatively impacted the businesses of many merger targets. [14] The plaintiffs were Snow Phipps Group,LLC a private equity firm,and DecoPac Holdings,Inc.,the parent company of KCake,a cake decorations company. [12] After the COVID-19 pandemic negatively impacted KCake's business,the defendant,Kohlberg &Co.,sought to avoid its contractual obligation to complete a $550 million acquisition of KCake. [12] McCormick rejected Kohlberg's arguments that the COVID-19 pandemic resulted in a material adverse change or a breach of the ordinary course of business covenant in the merger agreement by the plaintiffs,then held that Kohlberg had breached its contractual obligation to use its "reasonable best efforts" to obtain financing for the transaction. [12] McCormick then ordered Kohlberg to close the transaction. [12]
On July 13,2022,McCormick was assigned to adjudicate the merger dispute between Twitter,Inc. and Elon Musk, Twitter v. Musk . [15] Over Musk's objections,McCormick granted Twitter's motion for expedited treatment of the lawsuit and set a trial date for October 2022. [16] Twitter asked the court to enter an order of specific performance,effectively forcing Musk to close the deal. [17] Observers noted that in the KCAKE case in 2021,McCormick had granted the same relief that Twitter sought,forcing the buyer in that case to close the transaction. [17] With many legal commentators opining that Musk would lose the lawsuit,Musk agreed to close the transaction. [18] The deal closed on October 28,2022. [19] Commentators praised McCormick's "no-nonsense approach" as having been instrumental in resolving the dispute. [20]
In January 2024,McCormick voided Elon Musk's $55 billion Tesla pay package in the case of Tornetta v. Musk,et al. [21] [22] The lawsuit,filed in 2018 by Tesla shareholder Richard Tornetta,who owned nine shares,alleged that Tesla's board breached its fiduciary duties by approving Musk’s compensation package. [21] The package had been approved by Tesla shareholders in 2018 with approximately 73% of the vote. [23] Despite shareholder approval,McCormick ruled that the size of the pay package was extraordinary and raised concerns about its fairness. [24] In June 2024,following the court decision,Tesla shareholders reapproved the package with about 77% support. [25] However,McCormick reaffirmed her decision in December 2024,citing ongoing concerns about transparency and fairness in the deal. [26] In connection with the case,the plaintiff's attorneys initially sought a fee award of $5.6 billion,representing 29 million shares of Tesla stock,but McCormick awarded them $345 million in cash or Tesla shares. [21] [22] [23] [25] [26]
Elon Reeve Musk is a businessman known for his key roles in the space company SpaceX and the automotive company Tesla,Inc. His other involvements include ownership of X Corp.,the company that operates the social media platform X,and his role in the founding of the Boring Company,xAI,Neuralink,and OpenAI. Musk is the wealthiest individual in the world;as of December 2024,Forbes estimates his net worth to be US$344 billion.
The Delaware Court of Chancery is a court of equity in the U.S. state of Delaware. It is one of Delaware's three constitutional courts,along with the Supreme Court and Superior Court. Since 2018,the court consists of seven judges. The court is known for being a hub for corporate governance litigation in the United States,as two-thirds of Fortune 500 companies are incorporated in Delaware. It is among the preeminent business courts in the world.
Tesla,Inc. is an American multinational automotive and clean energy company. Headquartered in Austin,Texas,it designs,manufactures and sells battery electric vehicles (BEVs),stationary battery energy storage devices from home to grid-scale,solar panels and solar shingles,and related products and services.
Gary S. Gensler is an American government official and former investment banker serving as the chair of the U.S. Securities and Exchange Commission (SEC). Gensler previously worked for Goldman Sachs and has led the Biden–Harris transition's Federal Reserve,Banking,and Securities Regulators agency review team. Prior to his appointment,he was professor of Practice of Global Economics and Management at the MIT Sloan School of Management.
Leo E. Strine,Jr. is an American attorney and retired judge for the state of Delaware. He served on the Delaware Court of Chancery as vice chancellor from 1998 to 2011 and chancellor from 2011 to 2014,and as the chief justice of the Delaware Supreme Court from 2014 to 2019. Strine joined Wachtell,Lipton,Rosen &Katz in 2020.
Robbins Geller Rudman &Dowd LLP is an American law firm headquartered in San Diego,California. It is a plaintiffs law firm specializing in securities litigation and shareholder rights cases.
Tesla Energy Operations,Inc. is the clean energy division of Tesla,Incorporated that develops,manufactures,sells and installs photovoltaic solar energy generation systems,battery energy storage products and other related products and services to residential,commercial and industrial customers.
Young Conaway Stargatt &Taylor,LLP (YCST) is an American law practice based in Wilmington,Delaware. YCST is the second largest law firm in the state of Delaware,and provides legal services to a number of local and international clients. In 2014 YCST was ranked by Chambers USA legal organization as a national leader in the legal profession. From 2011 to 2015 it represented Jay Miscovich during the Miscovich Emeralds Hoax. The law firm notably served as the now-defunct Kodak's legal counsel during the camera company's bankruptcy proceedings and longstanding patent disputes with Apple.
TSLAQ is a loose,international collective of largely anonymous short-sellers,skeptics,and researchers who openly criticize Tesla,Inc. and its CEO Elon Musk. The group primarily organizes on social media,often using the $TSLAQ cashtag,and on Reddit to coordinate efforts and share news,opinions,and analysis about the company and its stock. Edward Niedermeyer,in his book Ludicrous:The Unvarnished Story of Tesla Motors (2019),pinpoints the July 2018 doxxing of Twitter user Lawrence Fossi,a Seeking Alpha writer and Tesla short seller operating under the pseudonym Montana Skeptic,as the catalyst for the formation of TSLAQ.
Tesla,Inc. has been criticized for its cars,workplace culture,business practices,and occupational safety. Many of the criticisms are also directed toward Elon Musk,the company's CEO and Product Architect. Critics have also accused Tesla of deceptive marketing,unfulfilled promises,and fraud. The company is currently facing criminal and civil investigations into its self-driving claims. Critics have highlighted Tesla's downplaying of issues,and Tesla's alleged retaliation against several whistleblowers.
Optimus,also known as Tesla Bot,is a general-purpose robotic humanoid under development by Tesla,Inc. It was announced at the company's Artificial Intelligence (AI) Day event on August 19,2021,and a prototype was shown in 2022. CEO Elon Musk stated in 2022 that he thinks Optimus "has the potential to be more significant than [Tesla's] vehicle business over time." Media and expert opinions based on corporate showcases have been mixed.
The business magnate Elon Musk initiated an acquisition of American social media company Twitter,Inc. on April 14,2022,and concluded it on October 27,2022. Musk had begun buying shares of the company in January 2022,becoming its largest shareholder by April with a 9.1 percent ownership stake. Twitter invited Musk to join its board of directors,an offer he initially accepted before declining. On April 14,Musk made an unsolicited offer to purchase the company,to which Twitter's board responded with a "poison pill" strategy to resist a hostile takeover before unanimously accepting Musk's buyout offer of $44 billion on April 25. Musk stated that he planned to introduce new features to the platform,make its algorithms open-source,combat spambot accounts,and promote free speech,framing the acquisition as the cornerstone of X,an "everything app".
James Travis Laster is an American corporate lawyer and judge who has served as a Vice Chancellor of the Delaware Court of Chancery since 2009.
Morgan T. Zurn is an American lawyer and judge on the Delaware Court of Chancery.
Lori W. Will is an American lawyer and judge on the Delaware Court of Chancery.
Elon Musk is the wealthiest person in the world,with an estimated net worth of US$369 billion as of December 2024,according to the Bloomberg Billionaires Index,and $400 billion according to Forbes,primarily from his ownership stakes in Tesla,Inc. and SpaceX. In November 2021,he became the first person in the world to have a net worth above $300 billion,and in December 2024,he became the first person to reach a net worth of 400 billion dollar.
The personal and business legal affairs of Elon Musk encompass the legal cases involving businessman Elon Musk as the plaintiff,defendant,or concerning his companies.
Joseph R. Slights III is a lawyer and retired American judge who served on the Delaware Court of Chancery from 2016 to 2022,and the Superior Court of Delaware from 2000 to 2012,playing an instrumental role in creating that court's Complex Commercial Litigation Division.
Tornetta v. Musk,et al. is a case involving an objection to a pay for performance contract that Tesla,Inc. shareholders had approved in exchange for Elon Musk agreeing to waive a salary. The case was presided over by Delaware Chancellor Judge Kathaleen McCormick. It was submitted on April 25,2023,and a ruling was issued in favor of the plaintiff on January 30,2024. In June 2024,Tesla stockholders voted for the pay package a second time. Judge McCormick ruled against the pay package a second time on December 3,2024. Writing for Bloomberg Law on December 5,2024,legal expert Anat Alon-Beck said the case was "a landmark in corporate governance."