IN RE Tesla, Inc. Derivative Litigation

Summary

The Supreme Court of Delaware affirmed the underlying fiduciary-breach determination but reversed the Court of Chancery’s rescission remedy. Because Musk had fully performed under the compensation plan and the parties could not be restored to their pre-transaction positions, the court reinstated the plan and awarded the plaintiff $1 in nominal damages. The court also awarded plaintiff’s counsel fees and expenses under a quantum-meruit approach with a four-times lodestar multiplier. No separate opinions were filed.