If you thought $56 billion was a big payday for Elon Musk, you won’t believe the new proposal: $1 trillion. What does that type of incentive package even look like and how will shareholders and the public react to the largest CEO payday in history? Ann Lipton, Laurence W. DeMuth Chair of Business Law at the University of Colorado Law School, breaks down Tesla’s unprecedented $1 trillion pay package, starting with the backstory of Musk’s 2018 $56 billion compensation plan, the Delaware litigation that rescinded it, and the board’s recent move to grant him 96 million shares as a hedge against losing on appeal. We then turn to the new $1 trillion incentive plan, which ties Musk’s payout to ambitious milestones, from doubling Tesla’s market cap to delivering 20 million vehicles, selling millions of robotaxis, and expanding full self-driving subscriptions. We explore shareholder approval dynamics, board independence questions, and why the plan is designed to guarantee Musk 25% voting power. Learn how this landmark deal could transform Tesla and set new precedents for executive pay across all American corporations.

Key Points From This Episode:

• Musk’s 2018 $56B compensation plan, why it was struck down in Delaware, and where it currently stands.
• The board’s decision to grant Musk 96 million shares in case he loses the Delaware Supreme Court appeal.
• How Texas law makes shareholder lawsuits against Tesla nearly impossible.
• Tesla’s new $1 trillion, 10-year incentive plan and the milestones tied to Musk’s payout.
• Why reaching milestones early matters for Musk, as early wins allow shares to vest sooner.
• The plan’s lack of requirements for Musk’s time commitment, despite his other ventures.
• How the board is using financial incentives to keep Musk focused on Tesla.
• Why shareholder approval is expected to pass and how it could give Musk 25% voting power.
• Questions raised about board independence and the special committee’s role.
• The consequences of Tesla’s reliance on Musk’s vision to sustain its market value.
• Key financial and tax advantages for Tesla if they win in Delaware.
• Details of the Delaware Supreme Court oral arguments scheduled for October via livestream.

Links Mentioned in Today’s Episode:

Ann Lipton
Ann Lipton on LinkedIn
Ann Lipton on Bluesky
Ann Lipton Blog
Shareholder Primacy Podcast
Delaware Judicial Courts | Live Stream
Fordham University School of Law Corporate Law Center

It’s been 15 years since the Dodd-Frank Act reshaped financial regulation in the aftermath of the 2008 financial crisis. Among its most impactful legacies are its whistleblower protections. Joining us to explore this topic is Dave Jochnowitz, a Partner at Outten & Golden and the Co-Chair of the firm’s Whistleblower and Retaliation Practice group. He is a frequent writer, speaker, and contributor to the Whistleblower community. During this conversation, we trace the evolution of whistleblower laws from early protections to the False Claims Act, the Dodd-Frank SCC Whistleblower program, and examine how legal safeguards have expanded and been challenged over time. We also discuss what the future may hold for whistleblowers under this administration’s shifting political priorities. Join us as we dissect the history, current realities, and future of whistleblowing and retaliation, with a focus on how those who speak up continue to be protected.

Key Points From This Episode:

• An introduction to how the Dodd-Frank Act reshaped financial regulation and its enduring legacies.
• Partner at Outten & Golden, Dave Jochnowitz, speaks to his history with the whistleblower community.
• Where whistleblowing deviates from employment law.
• The industries where whistleblowing is most prevalent.
• Whistleblowing and whistleblower protection history in the United States and beyond.
• How the SEC Whistleblower program took a different approach and why this was beneficial.
• Legal requirements for tips.
• Why there is omnipartisan support for whistleblowing.
• Thoughts on DOJ lawyer Erez Reuveni’s misconduct.
• The difference between whistleblowing and promoting a culture of suspicion.
• How the District Court distinguishes between when the government intervenes and when it does not.
• Whistleblowing and retaliation in the age of AI.

Links Mentioned in Today’s Episode:

Dave Jochnowitz on LinkedIn

Outten & Golden on LinkedIn

Outten & Golden

Fordham University School of Law Corporate Law Center

Should profit be part of the calculation in developing safe AI? The future of artificial general intelligence (“AGI”) hinges on how well we balance innovation with safety. In this episode, Tyler Whitmer, founder, president, and CEO of Legal Advocates for Safe Science and Technology (LASST), talks about his work to protect OpenAI’s original mission to ensure AGI is safe and benefits all of humanity. Drawing on his background as a commercial litigator and nonprofit leader, Tyler explains why OpenAI’s unique corporate structure was designed to safeguard against profit motives and how a proposed restructuring could weaken those protections. He outlines the legal and ethical risks of shifting control away from the nonprofit, the coalition effort that led to an open letter to California and Delaware attorneys general, and what changes are still needed to keep mission ahead of money. The conversation also explores broader concerns about the democratization of harmful technologies, the role of legal advocacy in tech safety, and advice for lawyers who want to work in this critical space. Listen in for a timely look at the intersection between law, technology, and the public interest!

Key Points From This Episode:

• Tyler’s path from partner at Quinn Emanuel to nonprofit AI safety advocate.
• The founding of LASST to address potential catastrophic tech risks through legal advocacy.
• How LASST uses litigation tracking and amicus briefs to influence court decisions.
• OpenAI’s charitable mission as a 501(c)(3) to ensure AGI is safe and benefits all of humanity.
• An outline of the concerns over OpenAI’s shift from mission-focused to profit-driven goals.
• What makes OpenAI’s original nonprofit-over-for-profit structure so unique.
• Details of the proposed restructuring and its potential mission risks.
• A breakdown of the open letter urging AGs to protect OpenAI’s charitable mission.
• Unpacking legal concerns for restructuring under California law and Delaware fiduciary duty.
• How OpenAI has revised its plans and the remaining questions on control and safeguards.
• Risks of removing investor return caps, including weakening mission enforceability.
• Tyler’s optimism about AI’s benefits, alongside concerns over its potential for grave harm.
• Advice for young lawyers entering the evolving AI and legal landscape.

Links Mentioned in Today’s Episode:

Tyler Whitmer
Tyler Whitmer on LinkedIn
Legal Advocates for Safe Science and Technology (LASST)

Encode

Encode Amicus Brief
'Not for Private Gain: An Open Letter to OpenAI' | April 2025

'Not for Private Gain: An Open Letter to OpenAI Update' | May 2025

Fordham University School of Law Corporate Law Center