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DOVER, Del. (AP) — A Delaware judge has reaffirmed her ruling that Tesla must revoke Elon Musk’s multibillion-dollar pay package Chancellor Kathaleen St. Jude McCormick on Monday denied a request by attorneys for Musk and Tesla’s corporate directors to vacate her ruling earlier this year requiring the company to rescind the unprecedented pay package. McCormick also rejected an equally unprecedented and massive fee request by plaintiff attorneys , who argued that they were entitled to legal fees in the form of Tesla stock valued at more than $5 billion. The judge said the attorneys were entitled to a fee award of $345 million. The rulings came in a lawsuit filed by a Tesla stockholder who challenged Musk’s 2018 compensation package. McCormick concluded in January that Musk engineered the landmark pay package in sham negotiations with directors who were not independent. The compensation package initially carried a potential maximum value of about $56 billion, but that sum has fluctuated over the years based on Tesla’s stock price. Following the court ruling, Tesla shareholders met in June and ratified Musk’s 2018 pay package for a second time, again by an overwhelming margin. Defense attorneys then argued that the second vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out, were adamant that Musk is entitled to the pay package. They asked the judge to vacate her order directing Tesla to rescind the pay package. McCormick, who seemed skeptical of the defense arguments during an August hearing, said in Monday’s ruling that those arguments were fatally flawed. “The large and talented group of defense firms got creative with the ratification argument, but their unprecedented theories go against multiple strains of settled law,” McCormick wrote in a 103-page opinion. The judge noted, among other things, that a stockholder vote standing alone cannot ratify a conflicted-controller transaction. “Even if a stockholder vote could have a ratifying effect, it could not do so here due to multiple, material misstatements in the proxy statement,” she added. Meanwhile, McCormick found that the $5.6 billion fee request by the shareholder’s attorneys, which at one time approached $7 billion based on Tesla’s trading price, went too far. “In a case about excessive compensation, that was a bold ask,” McCormick wrote. Attorneys for the Tesla shareholder argue that their work resulted in the “massive” benefit of returning shares to Tesla that otherwise would have gone to Musk and diluted the stock held by other Tesla investors. They value that benefit at $51.4 billion, using the difference between the stock price at the time of McCormick’s January ruling and the strike price of some 304 million stock options granted to Musk. While finding that the methodology used to calculate the fee request was sound, the judge noted that the Delaware’s Supreme Court has noted that fee award guidelines “must yield to the greater policy concern of preventing windfalls to counsel.” “The fee award here must yield in this way, because $5.6 billion is a windfall no matter the methodology used to justify it,” McCormick wrote. A fee award of $345 million, she said, was “an appropriate sum to reward a total victory.” The fee award amounts to almost exactly half the current record $688 million in legal fees awarded in 2008 in litigation stemming from the collapse of Enron.Adrian Butler Elected to PRA Group Board of Directors

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DUNCANNON — Statistically speaking, Chase Miller had just one sack in Danville’s 27-7 state quarterfinal win over Bermudian Springs on Saturday. Caleb Fowler, the Ironmen’s twin wrecking ball on the other side of the defense, didn’t have any. But no two players had a bigger impact on the Ironmen getting back to the state semifinals for the first time since 2020 than the two senior defensive ends. Miller — who moved within a half-sack of Danville’s all-time record with a fourth-quarter sack Saturday — and Fowler set the edge when the Eagles tried to stretch the field horizontally with their Wing-T attack. And when Bermudian quarterback Lane Hubbard dropped back to pass, Miller was hot in pursuit on almost every play. In the end, Danville stopped the Eagles’ 11-game win streak, limiting them to 115 total yards in another dominant defensive effort. “Fowler and Miller, that’s the best they’ve played all season long,” Danville coach Carl Majer said. “They really kept going harder and harder, and made a lot of plays out there.” Miller had several instances where he nearly stepped in front of Eagles screen passes. In the third quarter, with the game still in doubt, Bermudian tried a slip screen with a wide receive. Fowler sniffed it out, dropping from his right end spot to force a high throw incomplete out of bounds. Facing a true Delaware Wing-T, the outside edges spent most of the game diagnosing what was happening in front of them. “We can’t be selfish — coach preaches selflessness,” Miller said. “Trust the guy next to you. Sometimes you make the play by not making the play. Do your job.” “You always have to have your head on a swivel in a run game like that,” Fowler said. “You have to make sure the quarterback doesn’t do anything sneaky. You have to be patient against a team like this. You can’t get too far ahead of yourself and rush too far downfield. Be in the right spot at the right time.” For the fourth consecutive game, Majer called a timeout on the opening drive with his defense on the field. Saturday’s stoppage came a handful of plays into the game, and was used to settle the team and give them a heads-up regarding what everyone was seeing, Majer said. “I said all week long, you have to play your spot; you can’t play someone else’s spot,” Majer said. “Play your spot, play your responsibility. Stay home and do your responsibility, and the defense did an awesome job of that.” “We made adjustments, every timeout, every quarter, at halftime — we adjust as needed,” Miller said. “The first drive we were just feeling it out and we settled in.” Bermudian didn’t move the ball into Danville territory after halftime other than when it recovered an onside kick to start the second half and then on its final possession. Moments after the Eagles recovered the surprise onside to start the third quarter, linebacker Cameron Kiersch got a sack when Miller chased Hubbard from the pocket. Miller stopped another Eagle drive with a sack for a 16-yard loss early in the fourth quarter. After Danville iced the game on Bo Sheptock’s third TD run of the game with 3:16 to play, Miller hit Hubbard just as he threw. Kiersch intercepted the fluttering pass to seal the victory. “It definitely felt good to get one,” Miller said of the sack. “But sometimes you make them throw it away, or force a pick. Just make a play. “It might not show up in the stats, but I just want to see our team win.”