Wednesday, January 31, 2024

Illustrated Courtroom: Artwork drawn of Elon Musk for the Associated Pres...

Illustrated Courtroom: Artwork drawn of Elon Musk for the Associated Pres...
Elon Musk cannot keep Tesla pay package worth more than $55 billion, judge rules 
BY RANDALL CHASE OF THE ASSOCIATED PRESS 


DOVER, Del. (AP) — Elon Musk is not entitled to a landmark compensation package awarded by Tesla’s board of directors that is potentially worth more than $55 billion, a Delaware judge ruled Tuesday.

The ruling by Chancellor Kathaleen St. Jude McCormick comes more than five years after a shareholder lawsuit targeted Tesla CEO Musk and directors of the company. They were accused of breaching their duties to the maker of electric vehicles and solar panels, resulting in a waste of corporate assets and unjust enrichment for Musk.

Chancellor Kathaleen McCormick of the Delaware Chancery Court 

The shareholder’s lawyers argued that the compensation package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him. They also said it was approved by shareholders who were given misleading and incomplete disclosures in a proxy statement.

Defense attorneys countered that the pay plan was fairly negotiated by a compensation committee whose members were independent, contained performance milestones so lofty that they were ridiculed by some Wall Street investors, and blessed by a shareholder vote that was not even required under Delaware law. They also argued that Musk was not a controlling shareholder because he owned less than one-third of the company at the time.

Elon Musk on the witness standing testifying in front of Chancellor Kathaleen McCormick 

Musk, who as of Tuesday topped Forbes’ list of the world’s richest people, had earlier this month challenged Tesla’s board to come up with a new compensation plan for him that would give him a 25% stake in the company. On an earnings call last week, Musk, who currently holds 13%, explained that with a 25% stake, he can’t control the company, yet he would have strong influence.

In trial testimony in November 2022, Musk denied that he dictated terms of the compensation package or attended any meetings at which the plan was discussed by the board, its compensation committee, or a working group that helped develop it.

McCormick determined, however, that because Musk was a controlling shareholder with a potential conflict of interest, the pay package must be subject to a more rigorous standard.

“The process leading to the approval of Musk’s compensation plan was deeply flawed,” McCormick wrote in the colorfully written 200-page decision. “Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf.”

Ira Ehrenpreis on witness stand questioned by counsel for the plaintiff Gregory Varallo

McCormick specifically cited Musk’s long business and personal relationships with compensation committee chairman Ira Ehrenpreis and fellow committee member Antonio Gracias. She also noted that the working group working on the pay package included general counsel Todd Maron who was Musk’s former divorce attorney.

Todd Maron, Tesla General Counsel and Elon Musk's divorce attorney testifying on the witness stand

“In fact, Maron was a primary go-between Musk and the committee, and it is unclear on whose side Maron viewed himself,” the judge wrote. “Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.”

Todd Maron questioned by plaintiff attorney representing Tornetta Jeroen van Kwawegen 

McCormick concluded that the only suitable remedy was for Musk’s compensation package to be rescinded. “In the final analysis, Musk launched a self-driving process, recalibrating the speed and direction along the way as he saw fit,” she wrote. “The process arrived at an unfair price. And through this litigation, the plaintiff requests a recall.”

Antonio Garcias Tesla compensation committee board member on witness stand

Greg Varallo, a lead attorney for the shareholder plaintiff, praised McCormick’s decision to reverse the “absurdly outsized” Musk pay package.

“The fact that they lost this in Delaware court, it’s a jaw dropper,” said Wedbush Securities analyst Dan Ives. “It’s unprecedented, a ruling like this. I think going in investors thought it was just typical legal noise and nothing was going to come out about it. The fact that they went head to head with Tesla and Musk and the board and voided this, it’s a huge legal decision.”

During his trial testimony, Musk downplayed the notion that his friendships with certain Tesla board members, including sometimes vacationing together, meant that they were likely to do his bidding.

Ira Ehrenpreis questioned by Tesla defense attorney Evan Chesler 

The plan called for Musk to reap billions if Tesla, which is based in Austin, Texas, hit certain market capitalization and operational milestones. For each incidence of simultaneously meeting a market cap milestone and an operational milestone, Musk, who owned about 22% of Tesla when the plan was approved, would get stock equal to 1% of outstanding shares at the time of the grant. His interest in the company would grow to about 28% if the company’s market capitalization grew by $600 billion.

Each milestone included growing Tesla’s market capitalization by $50 billion and meeting aggressive revenue and pretax profit growth targets. Musk stood to receive the full benefit of the pay plan, $55.8 billion, only by leading Tesla to a market capitalization of $650 billion and unprecedented revenues and earnings within a decade.

Tesla has achieved all twelve market capitalization milestones and eleven operational milestones, providing Musk nearly $28 billion in stock option gains, according to a January post-trial brief filed by the plaintiff’s attorneys. The stock option grants are subject to a five-year holding period, however.

Wednesday, July 12, 2023

Brooklyn Vegan: Jeff Tweedy of Wilco at Brooklyn Made in June 2023, artwork by Elizabeth Williams

After playing the first two shows at the venue in 2021, Wilco frontman Jeff Tweedy made his return to Brooklyn Made on Wednesday (6/21), playing four solo acoustic nights. He had two guitars and a harmonica at his disposal when I caught him on Friday (6/23), the second night of the run, and for about 90 minutes, he played a 19 song setlist, which you can see below. He led off with “Remember the Mountain Bed,” a cut from the Mermaid Avenue sessions that Wilco did with Billy Bragg.

Jeff Tweedy Event  Sketch Elizabeth Williams
Jeff Tweedy at Brooklyn Made
sketch by Elizabeth Williams/hq@wilcoworld.net

 Most of the setlist was comprised of acoustic renditions of Wilco songs, including the one-two punch of “Impossible Germany” and “Art of Almost." Both are hard to imagine without the full band treatment, especially Nels Cline’s guitar solos, but Tweedy reinterpreted these standards, making them sound new yet familiar. He also played “New Madrid” from his old band, Uncle Tupelo, as well as a few songs from his solo albums.

Jeff Tweedy Event Sketch by Elizabeth Williams
Jeff Tweedy at Brooklyn Made 
sketch by Elizabeth Williams/hq@wilcoworld.net

I have been seeing both Wilco and Jeff Tweedy perform over the last twenty years, each time a magical experience in its own right. I would be remiss if I didn’t discuss a little how a Jeff Tweedy acoustic show is very different from a Wilco show. While a Wilco show (like this Capitol Theatre date in March) can feel like a well-oiled machine, with the focus on the songs and not a tremendous amount of banter, a Tweedy show has a very different vibe, at least in recent years. 

Jeff Tweedy at Brooklyn Made
sketch by Elizabeth Williams/hq@wilcoworld.net

Jeff is loose and funny, often responding whenever someone in the audience yells something. (is another career as a stand-up comic possible for him?) Perhaps it’s the size of the 500-capacity venue that leads to a sense of intimacy, or the familiarity that fans feel after having caught Tweedy and his family streaming countless hours from their home in Chicago on Instagram Live, something that started during the beginning of the pandemic. Maybe you’ve read Tweedy’s writing. He's allowed a tremendous amount of access to his personal life, whether it be through his lyrics or prose, and his fans deeply appreciate it.

Jeff Tweedy at Brooklyn Made
Sketch by Elizabeth Williams/hq@wilcoworld.net

Friday night's show was heavy on banter, with Jeff mentioning that he is in need of hip replacement on both sides. When someone suggested that he get a chair and sit down for the performance, he joked that “I don’t put on nice clothes. I get my hair cut twice a year. The least I can do is stand…stand up and take it like a man!” He also announced that he would not be leaving the stage for an encore break, due to his painful mobility.

People yelled out things at him throughout the night, mostly song requests or jokes. One guy right in front of him asked whether there would be any songs repeated, having gone to the first show, and Jeff demurred to give a firm answer, instead retorting with “My songs are not badges to put on your sash.” The same guy continued talking to Tweedy as through they were the only ones in the room, trying to push his buttons and making the crowd increasingly uncomfortable. Tweedy handled the sticky, prolonged interaction skillfully and patiently, and when the guy made a request for a Wilco song, “Cars Can’t Escape,” Tweedy replied, “If I play it, will you leave?” He did end up leaving about midway during the show, escorted out by a security guard. Upon his departure, Tweedy said, “If any of you are friends with him, can you make sure he gets home okay?”

ANY INQUIRES ON ARTWORK PLEASE CONTACT hq@wilcoworld.net

Friday, September 14, 2018

FEDERAL BAR ASSOCIATION 2018 ANNUAL MEETING ARTWORK

Illustrations from the 2018 Federal Bar Association Annual Meeting in New York City  Hosted by the SDNY Chapter of the Federal Bar by Aggie Kenny and Elizabeth Williams
CLICK ON AN IMAGE TO SEE LARGER

Captain Benjamin Accinelli presents his case to the Court of Appeals for the Armed Forces (Judges: John E. Sparks, Margaret A. Ryan, Chief Judge, Scott W. Stucky, Gregory E. Maggs, Kevin A. Ohlson)
at the Southern District of New York  Federal Court

Captain Marc Sawyer presents his case to the Court of Appeals for the Armed Forces ( Judges: John E. Sparks, Margaret A. Ryan, Chief Judge, Scott W. Stucky, Gregory E. Maggs, Kevin A. Ohlson)
at  Southern District of New York Federal Court

EFFECTIVE REPRESENTATION IN MEDIATION 
Speakers: Simeon H. Baum, President, Resolve Mediation Services, Inc. (Moderator); John D. Feerick, Norris Professor of Law, Fordham University School of Law; John S. Kiernan, Partner, Debevoise & Plimpton; Hon. Frank Maas, U.S. Magistrate Judge (Ret.), JAMS; Paul D. Sarkozi, Partner, Tannenbaum Helpern Syracuse & Hirschtritt LLP
FBA EDNY's Taste of New York Reception, Alan Richman guest of honor

HOW TO WIN A CASE FROM A JUDGE’S PERSPECTIVE Speakers: James M. Wagstaffe, Partner, The Wagstaffe Group (Moderator); Hon. Loretta A. Preska, Senior U.S. District Judge, Southern District of New York



Younger Federal Lawyers Awards Luncheon  Remarks by John D. Feerick, Norris Professor of Law, Fordham University School of Law

TRENDS IN FIRST AMENDMENT POLICING Speakers: Wylie Stecklow, FBA Civil Rights Law National Chair, Wylie Stecklow PLLC, Brandon Del Pozo, Chief, Burlington Police Department


 Morphium Kabarett  performs at the Tribeca Rooftop gala 












Sunday, March 18, 2018

VINTAGE GOLD MUSIC @ BB KINGS IN TIMES SQUARE

Vintage Gold Music performed at BB King's intimate Lucille's room. Fabulous performances by Jennie Harney, Dewitt Fleming and David Bailis. The ensemble played a mix of original and well known hit songs. Dewitt Fleming also wowed the audience with his amazing tap dancing.
A real treat.
For more information about the group.
https://www.vintagegoldnyc.com/about
Jennie Harney, Dewitt Fleming in Vintage Gold Music at BB Kings in NYC

Saturday, February 3, 2018

The Bra Ha Ha 2018 Charity Event

The 2018 Bra Ha Ha Charity Event  organized by Andrea Allen, a creative and fun event.

Artwork from the event below.

The Bra Ha Ha 2018 display of creative bra designs highlight of the event




a few select bras

 Note:
 all artwork was drawn on the spot with a Samsung Galaxy Tab A by Elizabeth Williams

Thursday, May 18, 2017

NJSBA Convention 2017 Lawyer Interrupted: Successfully Transitioning From the Traditional Practice of Law

Lawyer Interrupted: Successfully Transitioning From the Traditional Practice of Law
THE WHOLE LAWYER TRACK
Lawyers in Transition CommitteeTwenty years ago, the only career transitions most lawyers made were due to discipline and retirement. Not so today. There is an evolving awareness and acceptance of the versatility of the law degree in a great many fields, including creative fields, previously thought to attract only non-lawyers. Amy Impellizzeri, award-winning author ofLawyer Interrupted, Lemongrass Hope, and Secrets of Worry Dolls will discuss her own transition from a 13-year corporate litigation career - including a decade at Skadden Arps - to her career as a full-time novelist. She will share the pivotal lessons she learned and heeded from creative peers (and fellow interrupted lawyers) including celebrity designer, Jill Donovan and internationally renowned lego brick artist, Nathan Sawaya, among more.



Amy Impellizzeri
Award-winning author of Lawyer InterruptedLemongrass Hope and Secrets of Worry Dolls

Moderator/Speaker:
Kimberly A. Yonta, Esq., NJSBA Treasurer
Yonta Law LLC, New Brunswick

Featured Speaker:Amy Impellizzeri
Award-winning author of Lawyer InterruptedLemongrass Hope and Secrets of Worry Dolls

Speaker:Lauren E. Caesar, Esq., Co-Chair, Lawyers in Transition Committee 
Law Office of Lauren E. Caesar, LLC, Matawan

NJSBA Convention 2017 Standing Tall: Life Lessons Learned from the Court

Standing Tall: Life Lessons Learned from the Court
DIVERSITY TRACK
The NJSBA Diversity Committee presents its Diverse Voices-Distinguished Speaker Series with Coach C. Vivian Stringer at the Annual Diversity Luncheon. The legendary Coach Stringer will share with the audience a first-hand account of her lessons learned from the “basketball” court. Following her keynote address, we will hear from several notable legal professionals who will discuss their own personal stories, lessons learned, obstacles faced, as well as triumphs which have helped shaped their perspective on the practice of law.



Featured Speaker:
C. Vivian Stringer, Head Coach
Rutgers University Women’s Basketball Team 
Round Table Speakers:
Rébécca Bénoit, JD
Thomas R. Klein School of Law at Drexel University
Jeralyn L. Lawrence, Esq. 
Norris, McLaughlin & Marcus, PA, Bridgewater
Angella N. Middleton, Esq.
White & Williams, LLP, Cherry Hill
Joshua H. Reinitz, Esq.
Iacullo Martino, LLC, Nutley