Tesla CEO Elon Musk talks about Tesla

Tesla CEO Elon Musk talks about Tesla

If Tesla (TSLA) becomes a juggernaut in AI as CEO Elon Musk envisions, the risk of activist shareholders taking control of the company and steering it in the wrong direction are too great, he contends.

In his latest push for greater influence over company decisions, Musk reiterated during an earnings call on Wednesday his support for creating a new class of super-voting shares that would allow him to be “an effective steward of very powerful technology.”

Musk said that activists at major shareholder advisory companies could eventually oust him or take Tesla down the wrong path unless he wields more sway through voting influence.

What I’m aiming for is a strong influence but not control,” he said, explaining that his desire for a 25% stake in the company would grant him the right amount of power while leaving room for his decisions to be challenged by other stakeholders.

“I want to have enough to be influential — like, if we could do a dual-class stock, that would be ideal,” he said, “I’m not looking for additional economics; I just want to be an effective steward of very powerful technology.”

Musk’s request comes at a challenging moment for Tesla. The company missed estimates for its fourth quarter and issued a downbeat full-year production outlook that sent the stock plunging. Even some Tesla bulls expressed disappointment after the latest earnings report.

We were dead wrong expecting Musk and team to step up like adults in the room on the call and give a strategic and financial overview of the ongoing price cuts, margin structure, and fluctuating demand … instead we got a high level Tesla long term view with another train wreck conference call,” said Wedbush analysts led by Dan Ives in a note on Thursday.

Instead of a one-vote-one-share dynamic, the dual-class structure Musk wants entails super-voting shares counting for many more votes, allowing its owners to hold more sway over company decisions without the company having to dilute everyone else’s stake.

But the creation of a multiple-class share structure typically requires shareholder approval. In cases where company founders and early investors hold the majority of shares and want a dual-class arrangement, they can vote it into existence. In Musk’s case, however, that would require shareholders to essentially give up their own voting influence to empower an impulsive and headstrong executive — one who already faces criticism for acting against the interests of the company in favor of his own whims and other business endeavors.

That’s not an impossible scenario. But it is an unlikely one.

Tesla could also grant Musk’s desired level of influence by simply handing over additional shares. But that would dilute the ownership of existing shareholders, and would draw further criticism that the board of directors is too deferential to Musk without serving as a check on his power.

The extra shares would also constitute an enormous pay raise for Musk. Tesla is already entangled in litigation that stemmed from his 2018 compensation package, which has the potential to add up to more than $50 billion. A shareholder lawsuit alleged the pay plan constituted corporate waste and unjust enrichment, and that board members breached their fiduciary duties by approving the package.

On Thursday shares fell nearly 10%.

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