1 00:00:03,200 --> 00:00:08,000 Speaker 1: This is Bloomberg Law with June Brusso from Bloomberg Radio. 2 00:00:10,039 --> 00:00:13,119 Speaker 2: Our stockholders have approved the ratification of the one hundred 3 00:00:13,160 --> 00:00:16,919 Speaker 2: percent performance based stock option award to Elon Musk that 4 00:00:17,040 --> 00:00:19,639 Speaker 2: was approved by stockholders at twenty eighteen. 5 00:00:28,120 --> 00:00:31,760 Speaker 1: Hey, guys, it was a mutual love fest at the 6 00:00:31,840 --> 00:00:36,839 Speaker 1: Tesla shareholder meeting. Of course, Elon Musk loved the shareholders 7 00:00:36,840 --> 00:00:41,920 Speaker 1: for approving his massive compensation package of fifty six billion dollars. 8 00:00:42,200 --> 00:00:44,480 Speaker 3: I just want to start up by saying hot, damn. 9 00:00:44,479 --> 00:00:46,800 Speaker 3: I love you guys. 10 00:00:48,120 --> 00:00:52,120 Speaker 1: Yeah, And how could the shareholders not love a CEO 11 00:00:52,240 --> 00:00:56,000 Speaker 1: who offered a pie in the sky projection that Tesla 12 00:00:56,040 --> 00:00:59,440 Speaker 1: may one day make around one trillion dollars of profit 13 00:00:59,560 --> 00:01:04,120 Speaker 1: annually from a humanoid robot called the Optimists. That's not 14 00:01:04,240 --> 00:01:07,600 Speaker 1: even in production yet, but seventy two percent of Tesla's 15 00:01:07,600 --> 00:01:12,720 Speaker 1: shareholders approving the largest CEO pay package ever doesn't make 16 00:01:12,760 --> 00:01:16,440 Speaker 1: it so. Joining me is business law professor Eric Talley 17 00:01:16,600 --> 00:01:20,960 Speaker 1: of Columbia Law School, Eric, were you surprised that shareholders 18 00:01:21,520 --> 00:01:26,040 Speaker 1: voted in favor of resurrecting Musk's pay package from twenty eighteen? 19 00:01:26,800 --> 00:01:29,520 Speaker 2: I wasn't surprised with the outcome I think most people 20 00:01:29,560 --> 00:01:31,760 Speaker 2: thought that they probably were going to eke out a 21 00:01:31,840 --> 00:01:35,240 Speaker 2: victory on both of these proposed measures. Just the pay 22 00:01:35,240 --> 00:01:37,360 Speaker 2: package is one of two major ones. The other one 23 00:01:37,400 --> 00:01:40,520 Speaker 2: was reincorporating into Texas. I think I am a little 24 00:01:40,520 --> 00:01:43,600 Speaker 2: bit surprised by the by the margin of victory. You know, 25 00:01:43,680 --> 00:01:46,520 Speaker 2: back at when shareholders were first asked to approve you 26 00:01:46,600 --> 00:01:49,800 Speaker 2: Lawn Musk's pay package back in twenty eighteen, there were 27 00:01:49,800 --> 00:01:53,000 Speaker 2: no votes that passed at about seventy three percent. This 28 00:01:53,160 --> 00:01:56,840 Speaker 2: time it passed it almost exactly the same percentage. So 29 00:01:57,320 --> 00:01:59,240 Speaker 2: I was not really surprised at all at the outcome. 30 00:01:59,720 --> 00:02:02,160 Speaker 2: I was a little bit surprised that it wasn't a 31 00:02:02,160 --> 00:02:03,080 Speaker 2: little closer. 32 00:02:03,160 --> 00:02:06,680 Speaker 1: However, So was it a vote of confidence in Elon 33 00:02:06,800 --> 00:02:09,600 Speaker 1: Musk or a vote of fear that he would distance 34 00:02:09,680 --> 00:02:10,800 Speaker 1: himself from the company. 35 00:02:11,040 --> 00:02:14,920 Speaker 2: The answer to that question is yes to it probably 36 00:02:15,000 --> 00:02:17,080 Speaker 2: was a little bit about clearly, it's the case that 37 00:02:17,160 --> 00:02:20,360 Speaker 2: Tesla wanted this as a kind of a trophy vote 38 00:02:20,400 --> 00:02:24,480 Speaker 2: of confidence in not only in Elon Musk now, but 39 00:02:24,600 --> 00:02:28,040 Speaker 2: in Elon Musk back then and in the board back then. 40 00:02:28,120 --> 00:02:30,360 Speaker 2: You know, it's not clear and it probably won't be 41 00:02:30,400 --> 00:02:33,519 Speaker 2: clear for her some time whether this vote has any 42 00:02:33,639 --> 00:02:37,000 Speaker 2: effect on the legal holding about the permissibility of his 43 00:02:37,040 --> 00:02:40,079 Speaker 2: twenty eighteen pay package. But by the same token, it's 44 00:02:40,160 --> 00:02:43,680 Speaker 2: really hard to ignore if the stockholders, who now have 45 00:02:43,919 --> 00:02:46,880 Speaker 2: complete possession of all the information that the judge said 46 00:02:46,880 --> 00:02:50,200 Speaker 2: they didn't have, they go back even after he's rendered 47 00:02:50,240 --> 00:02:53,320 Speaker 2: these services, and say he deserves to get this pay package. So, 48 00:02:53,680 --> 00:02:56,280 Speaker 2: you know, I think Tesla and mister Musk want to 49 00:02:56,320 --> 00:02:59,000 Speaker 2: treat this as a strong vote of confidence, and I 50 00:02:59,000 --> 00:03:01,600 Speaker 2: think in some respect that's helpful to them. It's not 51 00:03:01,760 --> 00:03:04,600 Speaker 2: clear that it's going to flip the entire legal case. 52 00:03:04,880 --> 00:03:07,799 Speaker 2: It's a little late to come out to have a 53 00:03:07,840 --> 00:03:10,280 Speaker 2: big bearing on an opinion that starready been rendered, but 54 00:03:10,280 --> 00:03:12,120 Speaker 2: it could help them a little bit in an appeal. 55 00:03:12,120 --> 00:03:14,760 Speaker 2: It could help them on the attorney fees award. The 56 00:03:15,000 --> 00:03:19,560 Speaker 2: downside is the question of whether there were any other 57 00:03:19,760 --> 00:03:21,800 Speaker 2: defects in this vote. 58 00:03:22,200 --> 00:03:26,520 Speaker 1: When Delaware Chance Rey Court Judge Kathleen McCormick voided the 59 00:03:26,560 --> 00:03:30,000 Speaker 1: pay package early this year, she pointed to the board 60 00:03:30,040 --> 00:03:33,720 Speaker 1: of director conflicts of interest and the company's failure to 61 00:03:33,840 --> 00:03:38,160 Speaker 1: promptly disclose the terms of the plan. Wo this vote, 62 00:03:38,200 --> 00:03:40,640 Speaker 1: did Tesla make the proper disclosures. 63 00:03:41,320 --> 00:03:45,000 Speaker 2: The standard formula for getting a shareholder approval or a 64 00:03:45,040 --> 00:03:48,680 Speaker 2: shareholder ratification of something that involves the conflicts of interest 65 00:03:48,960 --> 00:03:50,960 Speaker 2: is to make sure that the shareholders when they vote, 66 00:03:50,960 --> 00:03:53,640 Speaker 2: they have all the information they need to have and 67 00:03:53,760 --> 00:03:56,120 Speaker 2: that they don't feel like they are voting with a 68 00:03:56,200 --> 00:03:59,120 Speaker 2: gun to their head or a metaphorical gun to their head. 69 00:03:59,120 --> 00:04:03,480 Speaker 2: And you know, with this second vote, TESLA basically threw 70 00:04:03,520 --> 00:04:06,520 Speaker 2: in everything but the kitchen sink in terms of the 71 00:04:06,600 --> 00:04:11,160 Speaker 2: disclosure to stockholders. They talked at length in their proxy 72 00:04:11,440 --> 00:04:14,600 Speaker 2: solicitation about the process that they didn't talk about in 73 00:04:14,640 --> 00:04:18,480 Speaker 2: the early one. They even appended the entire opinion from 74 00:04:18,600 --> 00:04:22,720 Speaker 2: Chancellor McCormick. So the question of whether stockholders were informed 75 00:04:22,720 --> 00:04:25,360 Speaker 2: at this time around, I think is not even a 76 00:04:25,360 --> 00:04:27,720 Speaker 2: close call. They were in some ways, if anything, they 77 00:04:27,720 --> 00:04:31,120 Speaker 2: were over informed. But the problem is that on some 78 00:04:31,279 --> 00:04:35,159 Speaker 2: level TESLA went at such length to concentrate on, you know, 79 00:04:35,200 --> 00:04:38,280 Speaker 2: the informed part of the vote. There was a cow 80 00:04:38,320 --> 00:04:40,200 Speaker 2: that got out of the barn a little bit on 81 00:04:40,320 --> 00:04:43,000 Speaker 2: the is a gun being held to your head? So 82 00:04:43,240 --> 00:04:46,120 Speaker 2: the other key criterion for a vote to kind of 83 00:04:46,400 --> 00:04:48,960 Speaker 2: have a legal effect is that it not be coerced, 84 00:04:49,040 --> 00:04:51,279 Speaker 2: and this turned out to be kind of a problem 85 00:04:51,320 --> 00:04:54,039 Speaker 2: that sort of metastasized a little bit leading up to 86 00:04:54,040 --> 00:04:56,440 Speaker 2: the vote, with mister Musk saying, you know, not only 87 00:04:56,480 --> 00:05:00,680 Speaker 2: will I be sorely disappointed and might even disengage from Tesla, 88 00:05:00,760 --> 00:05:04,160 Speaker 2: but I might just direct you know, AI and robotics 89 00:05:04,240 --> 00:05:05,840 Speaker 2: to something else. And in fact that went out and 90 00:05:05,880 --> 00:05:09,360 Speaker 2: I raised money on AIO and robotics through an independent 91 00:05:09,600 --> 00:05:13,760 Speaker 2: entity that I might or might not direct back into Tesla. 92 00:05:13,839 --> 00:05:15,680 Speaker 2: So that's a little bit more than just sort of 93 00:05:15,720 --> 00:05:19,159 Speaker 2: saying I might just disengage and quit. That's I might 94 00:05:19,279 --> 00:05:22,800 Speaker 2: take something or take a sort of actions to take 95 00:05:22,839 --> 00:05:26,200 Speaker 2: some business opportunity that you know, on some level is 96 00:05:26,440 --> 00:05:29,120 Speaker 2: very much the identity of Tesla. Right, So these are 97 00:05:29,160 --> 00:05:34,080 Speaker 2: effectively mobile data collecting computers. That's effectively what they're making 98 00:05:34,080 --> 00:05:36,640 Speaker 2: that also can transport you from place to place, and 99 00:05:36,800 --> 00:05:39,640 Speaker 2: to sort of say, hey, that's business opportunity, I may 100 00:05:39,880 --> 00:05:42,359 Speaker 2: you know, get so disillusioned that I'm just going to 101 00:05:42,440 --> 00:05:46,520 Speaker 2: divert that elsewhere. And that then becomes a little bit 102 00:05:46,600 --> 00:05:51,080 Speaker 2: of a problem because the question really is does this vote, 103 00:05:51,120 --> 00:05:53,840 Speaker 2: at least from a legal perspective, can we interpret it 104 00:05:53,880 --> 00:05:56,640 Speaker 2: as counting if the stockholders had a little fear as 105 00:05:56,640 --> 00:05:59,000 Speaker 2: to whether they were going to be able to say 106 00:05:59,040 --> 00:06:01,520 Speaker 2: no to you on muscle out kind of shooting themselves 107 00:06:02,000 --> 00:06:04,880 Speaker 2: in the foot. And so to the extent that Tesla 108 00:06:05,000 --> 00:06:08,080 Speaker 2: or mister Musk now will turn around and say to 109 00:06:08,440 --> 00:06:11,360 Speaker 2: either Chancellor McCormick or the Delaware Supreme Court, you need 110 00:06:11,400 --> 00:06:14,240 Speaker 2: to give this legal effect as kind of a replacement 111 00:06:14,320 --> 00:06:17,720 Speaker 2: stockholder vote. You know, there is an obvious challenge that 112 00:06:17,800 --> 00:06:21,040 Speaker 2: someone's who's resisting it. I put up and say, this 113 00:06:21,320 --> 00:06:25,719 Speaker 2: was a nice strong mandate, but it was exacted, you know, 114 00:06:25,960 --> 00:06:29,680 Speaker 2: under the shadow of a potential threat to do harm 115 00:06:29,720 --> 00:06:33,320 Speaker 2: to Tesla or at least to Tesla's future business prospects 116 00:06:33,440 --> 00:06:36,479 Speaker 2: if the vote didn't go mister Musk's way. You know, 117 00:06:36,520 --> 00:06:38,960 Speaker 2: from the standpoint of just optics, that sort of a 118 00:06:39,200 --> 00:06:43,320 Speaker 2: pr image of stockholders voting to approve of mister Musk, 119 00:06:43,600 --> 00:06:46,720 Speaker 2: it clearly has some utility. But there is kind of 120 00:06:46,760 --> 00:06:49,680 Speaker 2: this interesting question about whether the stockholders felt like they 121 00:06:49,680 --> 00:06:52,400 Speaker 2: had much of a choice other than to vote for 122 00:06:52,480 --> 00:06:53,039 Speaker 2: mister Musk. 123 00:06:53,520 --> 00:06:57,760 Speaker 1: But then there are the stockholders who seem infatuated with Musk, 124 00:06:58,480 --> 00:07:01,360 Speaker 1: part of the fan club that I'm sure would support 125 00:07:01,440 --> 00:07:02,080 Speaker 1: him no matter what. 126 00:07:02,920 --> 00:07:06,360 Speaker 2: It's pretty clear that several of stockholders really just are 127 00:07:06,520 --> 00:07:10,520 Speaker 2: part of the kind of an unflinching and infinitely faithful 128 00:07:11,160 --> 00:07:14,240 Speaker 2: Elon Musk PEP squad or something like that. But you know, 129 00:07:14,240 --> 00:07:16,280 Speaker 2: there are some others that probably are a little bit 130 00:07:16,280 --> 00:07:19,960 Speaker 2: more calculating in their approach, particularly in the years going forward, 131 00:07:20,280 --> 00:07:22,559 Speaker 2: and it's conceivable with some of those that are hat geez, 132 00:07:22,600 --> 00:07:24,120 Speaker 2: I don't really have to do. I want to get 133 00:07:24,120 --> 00:07:25,760 Speaker 2: on this guy's bad side, and it looks like he 134 00:07:25,840 --> 00:07:28,520 Speaker 2: might turn around and kneecap the company if he doesn't 135 00:07:28,520 --> 00:07:30,360 Speaker 2: get this vote, So I'm going to kind of hold 136 00:07:30,360 --> 00:07:31,360 Speaker 2: my nose and vote. 137 00:07:31,120 --> 00:07:31,600 Speaker 4: For this thing. 138 00:07:32,000 --> 00:07:36,280 Speaker 1: Will Chancellor McCormick now reopen the case and consider this 139 00:07:36,600 --> 00:07:38,320 Speaker 1: stockholder vote. 140 00:07:38,360 --> 00:07:40,680 Speaker 2: I think it would be really hard for her to 141 00:07:40,760 --> 00:07:43,880 Speaker 2: do that. Now the case has not reached the final order, 142 00:07:43,960 --> 00:07:46,480 Speaker 2: so it still would be possible for her to do it. 143 00:07:46,520 --> 00:07:49,560 Speaker 2: But the only literally the only thing left is the 144 00:07:49,680 --> 00:07:53,480 Speaker 2: argument that's going on right now about attorney's fees, and 145 00:07:53,520 --> 00:07:56,480 Speaker 2: so I could easily see this vote working its way 146 00:07:56,520 --> 00:07:59,960 Speaker 2: into that argument to basically say, hey, listen, Chancellor McCormick, 147 00:08:00,640 --> 00:08:03,200 Speaker 2: you have to award attorney's fees to the plane of 148 00:08:03,320 --> 00:08:07,120 Speaker 2: attorneys in ways that are somehow scaled to the benefit 149 00:08:07,200 --> 00:08:10,800 Speaker 2: that they have created for the company. The planeffs attorney said, hey, 150 00:08:10,840 --> 00:08:13,880 Speaker 2: canceling fifty six billion dollars worth of pay. That's value 151 00:08:13,880 --> 00:08:17,000 Speaker 2: that goes back to stockholders. So that was the value 152 00:08:17,040 --> 00:08:19,280 Speaker 2: we created for the companies who give us a fraction 153 00:08:19,360 --> 00:08:22,840 Speaker 2: of that. I certainly expect that the defendant Tesla and 154 00:08:22,920 --> 00:08:25,200 Speaker 2: mister Musk will say, hey, wait a second, but that 155 00:08:25,360 --> 00:08:27,600 Speaker 2: was such a great value that was created. Why did 156 00:08:27,600 --> 00:08:29,520 Speaker 2: these stockholders turn around and say, no, we really do 157 00:08:29,600 --> 00:08:31,400 Speaker 2: want to give it to them because we think that 158 00:08:31,520 --> 00:08:35,000 Speaker 2: it's in our best interest if he's made happy. Maybe 159 00:08:35,000 --> 00:08:38,000 Speaker 2: they didn't create fifty six billion dollars of value, because 160 00:08:38,080 --> 00:08:40,360 Speaker 2: you know, the stockholders kind of are all sort of 161 00:08:40,360 --> 00:08:42,839 Speaker 2: signing on to the idea that he really deserves this 162 00:08:42,960 --> 00:08:44,560 Speaker 2: money and they want to keep them happy. So I 163 00:08:44,559 --> 00:08:47,040 Speaker 2: think there might be at least one immediate use of 164 00:08:47,080 --> 00:08:50,280 Speaker 2: this vote as a way to say, your honor, you 165 00:08:50,320 --> 00:08:53,040 Speaker 2: shouldn't view the value that was created for the company. 166 00:08:53,320 --> 00:08:56,000 Speaker 2: Has the whole fifty six billion dollars, Because after all, 167 00:08:56,080 --> 00:08:58,480 Speaker 2: seventy three percent of our stockholders said we want to 168 00:08:58,520 --> 00:09:00,880 Speaker 2: give it to him anyway, we don't as a net 169 00:09:00,960 --> 00:09:03,719 Speaker 2: benefit from our perspective, And so that I think could 170 00:09:03,760 --> 00:09:06,520 Speaker 2: easily come up. Could they use it to go back 171 00:09:06,640 --> 00:09:10,120 Speaker 2: and say this undoes the infirmities and the vote that 172 00:09:10,160 --> 00:09:14,840 Speaker 2: occurred in twenty eighteen, that they might try. Chancellor McCormick herself, 173 00:09:15,080 --> 00:09:19,080 Speaker 2: in a late May ruling basically said to the attorneys, 174 00:09:19,120 --> 00:09:21,360 Speaker 2: you had your opportunity to reserve your rights to do 175 00:09:21,400 --> 00:09:23,719 Speaker 2: that now, and you're telling you you're not going to 176 00:09:23,760 --> 00:09:25,880 Speaker 2: do it. And if you then turn around and do 177 00:09:25,920 --> 00:09:27,480 Speaker 2: this because the vote goes in your favor, I'm going 178 00:09:27,520 --> 00:09:30,080 Speaker 2: to be irritated, to say the least that you And 179 00:09:30,120 --> 00:09:32,959 Speaker 2: so I think that that this will probably to the extent, 180 00:09:33,120 --> 00:09:36,640 Speaker 2: has effect with Chancellor McCormick. It's going to be in 181 00:09:36,760 --> 00:09:40,199 Speaker 2: the attorney feed perspective. But then they might try to 182 00:09:40,320 --> 00:09:44,640 Speaker 2: use the stockholder vote as a kind of a complementary 183 00:09:44,760 --> 00:09:47,720 Speaker 2: sort of occurrence to help them if they were to 184 00:09:47,760 --> 00:09:50,520 Speaker 2: make out an appeal to the Delaware Supreme Court. Right, 185 00:09:50,520 --> 00:09:53,040 Speaker 2: there are several grounds that they might try to appeal 186 00:09:53,080 --> 00:09:55,839 Speaker 2: the opinion, and it's not going to hurt to be 187 00:09:55,880 --> 00:09:58,240 Speaker 2: able to say, oh, and our stockholders agree he deserved 188 00:09:58,280 --> 00:10:01,720 Speaker 2: this this money, and therefore, or let's judge some of 189 00:10:01,760 --> 00:10:05,640 Speaker 2: the more inventive things in the opinion against this most 190 00:10:05,679 --> 00:10:07,479 Speaker 2: recent stockholder mandate. 191 00:10:07,800 --> 00:10:12,360 Speaker 1: And the stockholders also approve the move from Delaware to Texas. 192 00:10:12,679 --> 00:10:16,040 Speaker 1: Musk never wanted to let an opportunity to mock go by, 193 00:10:16,360 --> 00:10:18,880 Speaker 1: posted a picture of a cake that said Vox Popular 194 00:10:19,160 --> 00:10:22,920 Speaker 1: Vox Day and said, sending this cake to Delaware as 195 00:10:22,960 --> 00:10:25,600 Speaker 1: a parting gift. As far as the pay package, let's 196 00:10:25,600 --> 00:10:28,280 Speaker 1: start with that. Let's say he loses in on a 197 00:10:28,360 --> 00:10:31,840 Speaker 1: peel in Delaware, would Tesla have to start from the 198 00:10:31,960 --> 00:10:35,559 Speaker 1: very beginning to get the pay package for him in Texas. 199 00:10:35,880 --> 00:10:38,040 Speaker 2: So the answer to that question is going to be 200 00:10:38,080 --> 00:10:41,560 Speaker 2: an irritating It's not entirely clear to part of the 201 00:10:41,600 --> 00:10:42,200 Speaker 2: reason I've. 202 00:10:42,040 --> 00:10:44,319 Speaker 1: Get those a lot. I get those a lot. 203 00:10:44,640 --> 00:10:47,840 Speaker 2: It's a very loyally answer. You sort of say it depends, 204 00:10:48,000 --> 00:10:50,360 Speaker 2: ad buys you a few more minutes to think about 205 00:10:50,800 --> 00:10:53,080 Speaker 2: what an answer is. So here's the deal. It is 206 00:10:53,120 --> 00:10:56,360 Speaker 2: the case that now Tesla is a Texas Incorporated entity, 207 00:10:56,400 --> 00:11:00,239 Speaker 2: and therefore decisions that they make from today going fullward 208 00:11:00,440 --> 00:11:04,080 Speaker 2: are going to be judged under Texas law. Decisions that 209 00:11:04,120 --> 00:11:07,400 Speaker 2: were made when Tesla the Delaware company are judged under 210 00:11:07,440 --> 00:11:09,840 Speaker 2: Delaware law. So if they exhaust their appeals and they 211 00:11:09,880 --> 00:11:12,640 Speaker 2: aren't able to flip the outcome in a way that 212 00:11:12,720 --> 00:11:17,160 Speaker 2: they like, that doesn't preclude various measures that they might 213 00:11:17,280 --> 00:11:21,160 Speaker 2: take as a Texas company. So, for example, might they 214 00:11:21,200 --> 00:11:24,880 Speaker 2: say shareholders Delaware turned us away, that's why we came 215 00:11:24,920 --> 00:11:28,800 Speaker 2: to Texas. We would now like you to approve a 216 00:11:29,520 --> 00:11:33,640 Speaker 2: compensation package that is in retrospective that has made out 217 00:11:33,720 --> 00:11:36,360 Speaker 2: of gratitude to mister Musk for all the growth that 218 00:11:36,400 --> 00:11:38,240 Speaker 2: he put the company on. So we want you to 219 00:11:38,320 --> 00:11:41,240 Speaker 2: vote for it now. And if they vote for it 220 00:11:41,280 --> 00:11:43,640 Speaker 2: and approve it, I'm going to guess that someone's going 221 00:11:43,720 --> 00:11:46,079 Speaker 2: to come along to challenge it, and then it's going 222 00:11:46,120 --> 00:11:49,320 Speaker 2: to be suspected to Texas corporate law, which is a 223 00:11:49,360 --> 00:11:51,760 Speaker 2: body of corporate law that not a lot of people 224 00:11:51,920 --> 00:11:55,600 Speaker 2: knows much about and certainly has not confronted this type 225 00:11:55,640 --> 00:11:58,719 Speaker 2: of issue before. And to the extent that Texas has 226 00:11:58,760 --> 00:12:02,040 Speaker 2: had to deal with a bunch of executive compensation issues before, 227 00:12:02,400 --> 00:12:05,680 Speaker 2: it's not uncommon to see them citing to Delaware law 228 00:12:05,760 --> 00:12:08,000 Speaker 2: as instructive on how Texas. 229 00:12:08,640 --> 00:12:11,319 Speaker 1: Hold that thought. Eric coming up, we'll find out more 230 00:12:11,320 --> 00:12:14,400 Speaker 1: about the chances of the pay package going through and 231 00:12:14,440 --> 00:12:17,920 Speaker 1: some other legal problems Musk is facing. This is Bloomberg. 232 00:12:19,400 --> 00:12:24,000 Speaker 1: Tesla investors offered votes of confidence in Elon Musk despite 233 00:12:24,000 --> 00:12:28,480 Speaker 1: a sales slump and falling stock price, reapproving Musk's record 234 00:12:28,520 --> 00:12:32,880 Speaker 1: breaking compensation package of fifty six billion dollars and approving 235 00:12:33,000 --> 00:12:35,400 Speaker 1: Tesla moving its legal home to Texas. 236 00:12:35,600 --> 00:12:41,400 Speaker 3: Welcome to the Tesla Shareholder medium, and I just want 237 00:12:41,440 --> 00:12:49,760 Speaker 3: to start up by saying, hot, damn, I love you guys. Yeah, 238 00:12:50,000 --> 00:12:52,920 Speaker 3: we have the most awesome shareholder base. I mean, it's 239 00:12:52,920 --> 00:12:55,359 Speaker 3: just incredible. Any public company, it's incredible. 240 00:12:55,440 --> 00:12:55,760 Speaker 5: Wow. 241 00:12:56,160 --> 00:12:59,719 Speaker 1: The pay vote is only advisory and doesn't guarantee that 242 00:13:00,160 --> 00:13:03,880 Speaker 1: school get his stock options. A Delaware judge had voided 243 00:13:03,920 --> 00:13:08,000 Speaker 1: the payout in January. Tesla is expected to appeal if 244 00:13:08,000 --> 00:13:12,120 Speaker 1: that fails. Moving the company's in corporation to Texas allows 245 00:13:12,120 --> 00:13:14,679 Speaker 1: the board to revive the pay package in a new 246 00:13:14,800 --> 00:13:18,719 Speaker 1: state with potentially more favorable courts. I've been talking to 247 00:13:18,800 --> 00:13:23,640 Speaker 1: business law expert Eric Talley, a professor at Columbia Law School. Eric, 248 00:13:23,679 --> 00:13:26,320 Speaker 1: before the break, you were talking about how Texas courts 249 00:13:26,360 --> 00:13:29,040 Speaker 1: are just starting out in the world of business law. 250 00:13:29,559 --> 00:13:32,080 Speaker 2: There's all kinds of interesting questions about you know, is 251 00:13:32,120 --> 00:13:35,960 Speaker 2: this now a moment where Texas law under the austices 252 00:13:36,000 --> 00:13:38,080 Speaker 2: of a brand new business law court that it is 253 00:13:38,120 --> 00:13:41,800 Speaker 2: currently like literally trying to put together right now? Is 254 00:13:41,840 --> 00:13:44,640 Speaker 2: that gonna you know, is that going to yield a 255 00:13:44,760 --> 00:13:48,360 Speaker 2: kind of picking what we see in Delaware and answers 256 00:13:48,400 --> 00:13:50,360 Speaker 2: it might? Right, It may well be the case that 257 00:13:50,760 --> 00:13:52,880 Speaker 2: you know, Texas is going to try to brand itself 258 00:13:53,000 --> 00:13:55,000 Speaker 2: is the place where the Elon Musks of the world 259 00:13:55,040 --> 00:13:57,120 Speaker 2: want to incorporate, because we're not going to, you know, 260 00:13:57,240 --> 00:14:01,440 Speaker 2: let irritating things like investor protection and shareholder votes stand 261 00:14:01,480 --> 00:14:03,720 Speaker 2: in the way of getting what you want to get 262 00:14:03,800 --> 00:14:07,880 Speaker 2: if you're an iconic clastic you know, founder or CEO 263 00:14:08,000 --> 00:14:11,439 Speaker 2: of the company. So it may be that Texas just decides, Okay, 264 00:14:11,440 --> 00:14:13,440 Speaker 2: this is our chance to author a law that is 265 00:14:13,480 --> 00:14:16,000 Speaker 2: going to stake out somewhere on the spectrum on how 266 00:14:16,040 --> 00:14:19,360 Speaker 2: protective of investors we're going to be, versus how solicitous 267 00:14:19,400 --> 00:14:21,520 Speaker 2: of CEOs and boards we're going to be, and we're 268 00:14:21,560 --> 00:14:23,400 Speaker 2: just going to stake out something that is a little 269 00:14:23,480 --> 00:14:26,440 Speaker 2: bit more friendly to the Elon Musks of the world. 270 00:14:26,560 --> 00:14:29,040 Speaker 2: Than Delaware has. It's interesting they know though, that there 271 00:14:29,080 --> 00:14:30,800 Speaker 2: are a lot of people who are over the years 272 00:14:31,160 --> 00:14:34,200 Speaker 2: criticize Delaware for being too friendly to the CEO and 273 00:14:34,280 --> 00:14:36,920 Speaker 2: board of director types, and so Texas would be going 274 00:14:36,960 --> 00:14:39,000 Speaker 2: even further. It wouldn't be the only state that did 275 00:14:39,000 --> 00:14:42,280 Speaker 2: it right. Nevada famously has tried to make a push 276 00:14:42,320 --> 00:14:45,640 Speaker 2: in this direction as well. And you know, you could 277 00:14:45,680 --> 00:14:48,440 Speaker 2: imagine that if Texas law does go in that direction, 278 00:14:48,960 --> 00:14:54,000 Speaker 2: it could potentially attract other companies to Texas. Now whether 279 00:14:54,080 --> 00:14:57,680 Speaker 2: it succeeds in doing that or not is another question, right. 280 00:14:57,720 --> 00:14:59,520 Speaker 2: The fact of the matter is, you know, if you're 281 00:14:59,560 --> 00:15:02,600 Speaker 2: an all reformed company, it's really nice, if you're the 282 00:15:02,640 --> 00:15:05,000 Speaker 2: CEO or the board not to be subjected to a 283 00:15:05,000 --> 00:15:07,280 Speaker 2: bunch of you know, what you might view as pesky, 284 00:15:07,560 --> 00:15:10,720 Speaker 2: you know, shareholder litigation complaints. But by the same token, 285 00:15:10,800 --> 00:15:12,600 Speaker 2: if you back up a stage to the point where 286 00:15:12,640 --> 00:15:15,720 Speaker 2: you are raising money from people saying please invest in 287 00:15:15,760 --> 00:15:18,720 Speaker 2: the company, and we want to make a credible promise 288 00:15:18,760 --> 00:15:21,120 Speaker 2: to you that we're not going to, you know, misuse 289 00:15:21,160 --> 00:15:24,320 Speaker 2: your funds, spirit them away, use them for our own 290 00:15:24,360 --> 00:15:28,440 Speaker 2: private alliances, or some other company we are in control of. 291 00:15:28,800 --> 00:15:30,880 Speaker 2: It's sometimes good to be able to say, hey, we're 292 00:15:31,240 --> 00:15:33,360 Speaker 2: incorporated in a state that won't let us do that. 293 00:15:33,560 --> 00:15:36,080 Speaker 2: And so if Texas were to stake out a much 294 00:15:36,160 --> 00:15:40,600 Speaker 2: more permissive ground to let CEOs and boards do whatever 295 00:15:40,600 --> 00:15:43,520 Speaker 2: they want, does it then kind of, ironically enough, make 296 00:15:43,560 --> 00:15:46,680 Speaker 2: it harder for those same CEOs and boards to get 297 00:15:46,680 --> 00:15:48,920 Speaker 2: people to partners with their money at the point of 298 00:15:48,960 --> 00:15:50,920 Speaker 2: investing in the company, because they know they're not going 299 00:15:51,000 --> 00:15:52,560 Speaker 2: to have as many protections down the road. 300 00:15:53,480 --> 00:15:57,080 Speaker 1: I don't think Musk is thinking about that aspect of it. 301 00:15:57,480 --> 00:16:00,360 Speaker 1: He's just thinking Delaware has been so hard on me, 302 00:16:00,960 --> 00:16:04,520 Speaker 1: and Texas might be different, especially because my company is here. 303 00:16:04,960 --> 00:16:08,360 Speaker 1: And of course in other areas Texas judges have been 304 00:16:08,440 --> 00:16:12,200 Speaker 1: known to depart from the strict rule of law, shall 305 00:16:12,240 --> 00:16:14,520 Speaker 1: we say, so, maybe the judges there will be a 306 00:16:14,560 --> 00:16:16,040 Speaker 1: little easier on him. 307 00:16:16,520 --> 00:16:18,520 Speaker 2: Yeah, I think there's a good chance that they will. 308 00:16:18,560 --> 00:16:19,760 Speaker 2: And you know, one of the things that will be 309 00:16:19,800 --> 00:16:23,160 Speaker 2: interesting to see play out is not only this sort 310 00:16:23,160 --> 00:16:27,480 Speaker 2: of question of whether the iconoclast like Musk want to 311 00:16:27,680 --> 00:16:30,880 Speaker 2: reincorporate in Texas, so whether some of the more hum 312 00:16:30,960 --> 00:16:34,720 Speaker 2: drum CEOs you would want to do that as well. Right, 313 00:16:34,800 --> 00:16:38,400 Speaker 2: the thing that's definitely special about mister Musk is that 314 00:16:38,760 --> 00:16:41,120 Speaker 2: he can sort of push to pay himself a very 315 00:16:41,240 --> 00:16:44,280 Speaker 2: very large chunk of the company's value and still have 316 00:16:44,720 --> 00:16:48,480 Speaker 2: folks who are basically unflinching in their loyalty to him 317 00:16:48,920 --> 00:16:52,480 Speaker 2: within the stockholder base. That's generally not true for almost 318 00:16:52,520 --> 00:16:55,240 Speaker 2: all other CEOs out there. They don't have, you know, 319 00:16:55,320 --> 00:16:58,800 Speaker 2: kind of an almost religious following amongst people, so it's 320 00:16:58,840 --> 00:17:00,600 Speaker 2: going to be a harder sell, it seems to me, 321 00:17:01,120 --> 00:17:06,040 Speaker 2: for lightly less superstar like CEOs to convince their stockholders 322 00:17:06,080 --> 00:17:08,600 Speaker 2: that moving to Texas is going to be great for everyone. 323 00:17:08,840 --> 00:17:12,399 Speaker 2: But I certainly wouldn't be surprised if Texas, now having 324 00:17:12,440 --> 00:17:14,720 Speaker 2: been handed one of the biggest companies in the world, 325 00:17:14,800 --> 00:17:17,040 Speaker 2: has a company to be in its charge at a 326 00:17:17,080 --> 00:17:20,520 Speaker 2: point when it's now trying to redefine its own business law, 327 00:17:20,720 --> 00:17:22,760 Speaker 2: might end up crafting that business law in a way 328 00:17:22,800 --> 00:17:25,080 Speaker 2: that's a little bit more friendly to what mister Musk 329 00:17:25,119 --> 00:17:28,119 Speaker 2: has already experienced in Delaware, even though a lot of 330 00:17:28,160 --> 00:17:31,480 Speaker 2: that was pretty consistent with decade law Delaware law. 331 00:17:32,280 --> 00:17:38,040 Speaker 1: Speaking about some Tesla's shareholders unflinching loyalty to Musk no 332 00:17:38,040 --> 00:17:41,119 Speaker 1: matter what he does, will that be tested by a 333 00:17:41,240 --> 00:17:44,840 Speaker 1: lawsuit that was filed last week. Musk and SpaceX were 334 00:17:44,960 --> 00:17:49,280 Speaker 1: sued by eight former SpaceX workers accusing Musk of overseeing 335 00:17:49,280 --> 00:17:54,240 Speaker 1: a pervasively sexist culture and animal house environment, and The 336 00:17:54,280 --> 00:17:57,640 Speaker 1: Wall Street Journal reported last week that he had had 337 00:17:57,720 --> 00:18:00,639 Speaker 1: sex with an employee who directly reported him and a 338 00:18:00,680 --> 00:18:03,560 Speaker 1: college intern, and asked a woman at his company to 339 00:18:03,600 --> 00:18:07,440 Speaker 1: have his babies. So now it's a lawsuit, and when 340 00:18:07,480 --> 00:18:10,199 Speaker 1: one suit is filed, often others follow, as you know, 341 00:18:10,800 --> 00:18:14,080 Speaker 1: so one wonders if he'll be held accountable in some way. 342 00:18:14,600 --> 00:18:17,440 Speaker 2: Yeah, I mean, listen, there's a small allegory from the 343 00:18:17,480 --> 00:18:20,800 Speaker 2: old West, right, which was you can seem invincible in 344 00:18:20,840 --> 00:18:24,440 Speaker 2: a gunfight until you're suddenly not. And so you never 345 00:18:24,520 --> 00:18:26,800 Speaker 2: know when like sort of the end of the you know, 346 00:18:26,880 --> 00:18:29,159 Speaker 2: sort of the benighted, you know, sort of lucky streak 347 00:18:29,280 --> 00:18:31,399 Speaker 2: is going to happen, and for all we know, it 348 00:18:31,440 --> 00:18:35,080 Speaker 2: may go on for several years. But realize that, you know, 349 00:18:35,160 --> 00:18:39,359 Speaker 2: some of these allegations do not center themselves in Delaware 350 00:18:39,480 --> 00:18:42,520 Speaker 2: corporate law. They're like federal type of claims. You don't 351 00:18:42,600 --> 00:18:44,680 Speaker 2: you know, you don't get to escape them simply by 352 00:18:44,720 --> 00:18:47,840 Speaker 2: reincorporating in Texas or Nevada or even outside of the US, 353 00:18:48,160 --> 00:18:50,680 Speaker 2: because they apply to where are you doing your business? 354 00:18:51,080 --> 00:18:53,840 Speaker 2: And much of that, if not all of it, most 355 00:18:53,880 --> 00:18:56,520 Speaker 2: of it, I guess, is in the US. So in 356 00:18:56,600 --> 00:18:59,280 Speaker 2: some ways, the recent events, and you know we might 357 00:18:59,280 --> 00:19:01,280 Speaker 2: see more as well, well, you know, are going to 358 00:19:01,320 --> 00:19:04,119 Speaker 2: at least stress test the cult of personalities and the 359 00:19:04,240 --> 00:19:07,040 Speaker 2: and the attachment that much of mister Musk's sort of 360 00:19:07,160 --> 00:19:11,040 Speaker 2: army seems to unfailingly have towards him. At the point 361 00:19:11,119 --> 00:19:14,000 Speaker 2: the gold plating may may wear off of that, and 362 00:19:14,080 --> 00:19:17,560 Speaker 2: when that happens it is almost always difficult to predict, 363 00:19:17,720 --> 00:19:21,000 Speaker 2: but it can and it can happen relatively quickly, So 364 00:19:21,280 --> 00:19:23,280 Speaker 2: you know, there is a sense, by the way, and 365 00:19:23,320 --> 00:19:25,880 Speaker 2: in fairness to mister buss Buck, he's you know, essentially 366 00:19:25,920 --> 00:19:29,440 Speaker 2: put himself out there as a very visible person on 367 00:19:29,480 --> 00:19:32,280 Speaker 2: some set you know, of of measures. I guess he's 368 00:19:32,520 --> 00:19:35,280 Speaker 2: willing to be judged by his track record, but you know, 369 00:19:35,320 --> 00:19:38,119 Speaker 2: some of these events are also part of his track record, 370 00:19:38,200 --> 00:19:41,280 Speaker 2: and so are they going to you know, sort of 371 00:19:41,320 --> 00:19:44,880 Speaker 2: die down over time? Who knows. They certainly don't give 372 00:19:44,920 --> 00:19:47,680 Speaker 2: one the flavor of thinking that you know, these alleged 373 00:19:47,680 --> 00:19:50,760 Speaker 2: transgressions are all you know, far and into the background, 374 00:19:51,080 --> 00:19:53,919 Speaker 2: and so it will be I think an ongoing at 375 00:19:54,000 --> 00:19:58,200 Speaker 2: least backstage drama, if not front of stage drama over 376 00:19:58,240 --> 00:20:00,280 Speaker 2: the next couple of years. And you know, we'll see 377 00:20:00,320 --> 00:20:03,640 Speaker 2: how test the weather's the storm. He's been remarkably resilient, 378 00:20:03,720 --> 00:20:05,920 Speaker 2: not only in the business community, but also you know, 379 00:20:05,960 --> 00:20:09,080 Speaker 2: on the regulatory and legal side of being able to 380 00:20:09,119 --> 00:20:12,240 Speaker 2: send off these challenges. But like I said, the worm 381 00:20:12,280 --> 00:20:14,400 Speaker 2: can turn quickly in these situations as well. 382 00:20:14,840 --> 00:20:18,359 Speaker 1: To put in legal terms, you mentioned Musk being able 383 00:20:18,400 --> 00:20:24,240 Speaker 1: to fend off regulatory problems. Musk announced the successful vote 384 00:20:24,359 --> 00:20:27,640 Speaker 1: the day before the official announcement by the company. Would 385 00:20:27,640 --> 00:20:29,760 Speaker 1: the SEC see that is a problem. 386 00:20:30,760 --> 00:20:32,720 Speaker 2: There was an interesting thing. You hardly ever see this 387 00:20:32,840 --> 00:20:35,399 Speaker 2: when you've got proxy votes coming in. And so there 388 00:20:35,400 --> 00:20:37,920 Speaker 2: are some people who will just wait until the shareholder 389 00:20:37,960 --> 00:20:41,280 Speaker 2: meeting to vote their shares. But some people who basically say, 390 00:20:41,280 --> 00:20:43,359 Speaker 2: you know, I'm going to give my proxy over, maybe 391 00:20:43,359 --> 00:20:45,359 Speaker 2: even to the CEO or a member of the board, 392 00:20:45,760 --> 00:20:47,520 Speaker 2: and this is how I want them to vote my 393 00:20:47,600 --> 00:20:50,800 Speaker 2: shares and so, and that's typically what will happen in 394 00:20:50,800 --> 00:20:53,040 Speaker 2: some of these circumstances. So you know, members of the 395 00:20:53,040 --> 00:20:55,399 Speaker 2: board and Elon Musk had a lot of these proxy 396 00:20:55,440 --> 00:20:58,520 Speaker 2: votes already in their possession, and he posted before the 397 00:20:58,560 --> 00:21:02,399 Speaker 2: stockholder meeting that they had already passed the threshold on 398 00:21:02,440 --> 00:21:06,280 Speaker 2: both of these initiatives to gain a stockholder mandate under 399 00:21:06,359 --> 00:21:08,840 Speaker 2: each of them. And there's kind of an interesting question 400 00:21:08,880 --> 00:21:12,800 Speaker 2: about whether that itself is problematic. You never see it 401 00:21:12,840 --> 00:21:15,480 Speaker 2: occur that you Usually, you know, you wait until the 402 00:21:15,920 --> 00:21:18,040 Speaker 2: you know, all of the live votes are tallied up, 403 00:21:18,080 --> 00:21:20,399 Speaker 2: and then you try to figure out who won. And 404 00:21:20,480 --> 00:21:22,479 Speaker 2: usually you kind of know who won before the live 405 00:21:22,560 --> 00:21:25,560 Speaker 2: votes are callied up, but as a as a general norm, 406 00:21:25,640 --> 00:21:28,040 Speaker 2: you don't make the announcement ahead of time. It's kind 407 00:21:28,080 --> 00:21:30,879 Speaker 2: of like the controversy we saw years ago with you know, 408 00:21:30,960 --> 00:21:33,440 Speaker 2: exit polls right where you know, the press would go 409 00:21:33,480 --> 00:21:35,400 Speaker 2: out and they take exit polls the people who vote 410 00:21:35,400 --> 00:21:37,840 Speaker 2: early in the day, and then it would discourage people 411 00:21:37,840 --> 00:21:40,040 Speaker 2: from showing up later in the day because they already 412 00:21:40,080 --> 00:21:42,159 Speaker 2: dow the outcome or they thought they knew the outcome 413 00:21:42,160 --> 00:21:44,840 Speaker 2: of the vote. So you would this have changed the outcome? 414 00:21:45,400 --> 00:21:50,160 Speaker 2: Probably not. Might some federal regulators be interested in whether 415 00:21:50,240 --> 00:21:54,000 Speaker 2: this was a type of a manipulation of the proxy rules. 416 00:21:54,080 --> 00:21:56,159 Speaker 2: I expect they're looking at it. I don't know how 417 00:21:56,200 --> 00:21:57,760 Speaker 2: much is going to come out of it. But the 418 00:21:57,840 --> 00:21:59,760 Speaker 2: last thing that's kind of interesting, and we talked about 419 00:21:59,760 --> 00:22:02,440 Speaker 2: this earlier, you know, at the very beginning. The first 420 00:22:02,520 --> 00:22:04,399 Speaker 2: question you asked me is that you surprised at the outcome. 421 00:22:04,440 --> 00:22:06,480 Speaker 2: And I said, well, I'm surprised at the margin of 422 00:22:06,600 --> 00:22:10,520 Speaker 2: victory here, and they're you know, pre announcing, oh yes, 423 00:22:10,560 --> 00:22:14,200 Speaker 2: we're already over the threshold. There's nothing that can change 424 00:22:14,240 --> 00:22:18,080 Speaker 2: the outcome of this vote. Might that have actually caused 425 00:22:18,160 --> 00:22:21,919 Speaker 2: this margin itself to go up? Right? Might it be 426 00:22:22,040 --> 00:22:23,919 Speaker 2: that some people who are going to vote know when 427 00:22:24,000 --> 00:22:25,720 Speaker 2: they thought that, you know, oh this is going to 428 00:22:25,720 --> 00:22:27,359 Speaker 2: be a close call, I'm going to show up a vote. 429 00:22:27,359 --> 00:22:29,879 Speaker 2: Now they just don't show up, or they show up, 430 00:22:29,880 --> 00:22:31,600 Speaker 2: but they say, I'll go ahead and vote for it 431 00:22:31,640 --> 00:22:33,840 Speaker 2: because they can't affect it anyway. So I might as well, 432 00:22:34,000 --> 00:22:36,920 Speaker 2: you know, add to the mandate. And to the extent 433 00:22:36,960 --> 00:22:39,320 Speaker 2: that that's true, and to the extent that Tesla's going 434 00:22:39,359 --> 00:22:42,160 Speaker 2: to depend on the size of this mandate as being 435 00:22:42,240 --> 00:22:46,040 Speaker 2: something that signals a strong message from stockholders, it's not 436 00:22:46,240 --> 00:22:50,200 Speaker 2: obviously in their interests who have leaked the ultimate outcome 437 00:22:50,280 --> 00:22:54,280 Speaker 2: the night before the actual stockholders meeting and there thereby 438 00:22:54,400 --> 00:22:58,000 Speaker 2: possibly hitting up more of a mandate than they would 439 00:22:58,040 --> 00:23:01,320 Speaker 2: have gotten otherwise. And so you could imagine that coming 440 00:23:01,359 --> 00:23:05,240 Speaker 2: into play particularly, and you know, maybe softer questions of 441 00:23:05,280 --> 00:23:08,439 Speaker 2: how should we interpret the size of this margin of victory? 442 00:23:08,560 --> 00:23:11,400 Speaker 2: Was it a margin of victory that itself was subject 443 00:23:11,440 --> 00:23:12,960 Speaker 2: to some degree of manipulation? 444 00:23:13,440 --> 00:23:17,359 Speaker 1: And where was his Twitter sitter? One might ask, thanks 445 00:23:17,359 --> 00:23:17,720 Speaker 1: so much? 446 00:23:17,880 --> 00:23:18,080 Speaker 4: Eric. 447 00:23:18,640 --> 00:23:22,360 Speaker 1: That's Columbia business law professor Eric Tally. Coming up next 448 00:23:22,400 --> 00:23:26,600 Speaker 1: on the Bloomberg Lan Show the trial of exiled Chinese 449 00:23:26,640 --> 00:23:31,280 Speaker 1: tycoon Miles Quo for swindling investors out of one billion 450 00:23:31,359 --> 00:23:36,240 Speaker 1: dollars and oh the luxury lifestyle prosecutors say he bought 451 00:23:36,240 --> 00:23:39,159 Speaker 1: with that. I'm June Grasso and this is Bloomberg. 452 00:23:40,280 --> 00:23:43,200 Speaker 4: Welcome to an undisclosed location in Texas. Miles. It's a 453 00:23:43,240 --> 00:23:48,359 Speaker 4: pleasure to have you here. Nice. Yeah, well, we met before. 454 00:23:48,520 --> 00:23:53,959 Speaker 4: I become friends quickly me too. We share some similar 455 00:23:54,040 --> 00:23:57,080 Speaker 4: views and come from very different angles, but we're going 456 00:23:57,119 --> 00:23:58,280 Speaker 4: to have a great time today. 457 00:23:58,800 --> 00:24:03,199 Speaker 1: Four years ago, hedge fund manager Kyle Bass interviewed exiled 458 00:24:03,280 --> 00:24:07,520 Speaker 1: Chinese tycoon Miles Gwo, now bass may be a witness 459 00:24:07,560 --> 00:24:11,159 Speaker 1: against Quoh at his fraud and racketeering trial in a 460 00:24:11,160 --> 00:24:16,479 Speaker 1: disclosed location Federal court in Manhattan. Prosecutors accused Guo of 461 00:24:16,560 --> 00:24:20,560 Speaker 1: swindling more than one billion dollars from investors by tricking 462 00:24:20,600 --> 00:24:24,560 Speaker 1: them into funding four bogus schemes and then spending the 463 00:24:24,640 --> 00:24:28,440 Speaker 1: money on lavish gifts for himself and his family. We're 464 00:24:28,480 --> 00:24:31,880 Speaker 1: talking about a twenty six million dollar New Jersey mansion, 465 00:24:32,280 --> 00:24:36,680 Speaker 1: a thirty seven million dollar yacht, a four million dollar Lamborghini, 466 00:24:37,000 --> 00:24:40,920 Speaker 1: a sixty thousand dollars TV, and a thirty five thousand 467 00:24:40,920 --> 00:24:44,840 Speaker 1: dollars mattress, to name a few. The defense says that 468 00:24:44,960 --> 00:24:48,240 Speaker 1: Guo lived that lifestyle long before he was alleged to 469 00:24:48,280 --> 00:24:52,000 Speaker 1: have committed these crimes, and that being shallow or rich 470 00:24:52,320 --> 00:24:55,320 Speaker 1: does not make you a criminal. Guo now resides at 471 00:24:55,359 --> 00:24:59,840 Speaker 1: Brooklyn's Metropolitan Detention Center, quite a step down from his 472 00:25:00,080 --> 00:25:03,880 Speaker 1: sixty eight million dollar pantouse and the sharing Netherlands hotel. 473 00:25:04,480 --> 00:25:07,600 Speaker 1: Joining me is Ava Benni Morrison, who's covering the trial. 474 00:25:08,280 --> 00:25:11,800 Speaker 1: Ava tell us about Miles Guo, who's also known as Guo. 475 00:25:11,680 --> 00:25:16,160 Speaker 5: Wee Gue Miles Glow is a tycoon from China who 476 00:25:16,160 --> 00:25:18,800 Speaker 5: has been living in exile in the US since about 477 00:25:18,840 --> 00:25:22,879 Speaker 5: twenty fifteen. Since then, he has built a really strong 478 00:25:22,920 --> 00:25:27,840 Speaker 5: following online denouncing the Chinese Communist Party the CCP, and 479 00:25:27,960 --> 00:25:31,040 Speaker 5: through that he's been able to encourage a lot of 480 00:25:31,080 --> 00:25:35,200 Speaker 5: his followers to make sizable investments in a few different 481 00:25:35,520 --> 00:25:39,000 Speaker 5: investment opportunities he was touting from crypto to farm to 482 00:25:39,040 --> 00:25:42,800 Speaker 5: loan programs, and even his own social media platform. When 483 00:25:42,800 --> 00:25:45,240 Speaker 5: he was arrested last year in New York, he was 484 00:25:45,280 --> 00:25:50,040 Speaker 5: living in the famous Sharry Netherland Hotel overlooking Central Park 485 00:25:50,119 --> 00:25:53,359 Speaker 5: from the Upper East Side. His lawyers in his trial, 486 00:25:53,400 --> 00:25:55,640 Speaker 5: which has been going on the past few weeks here 487 00:25:55,800 --> 00:25:59,520 Speaker 5: in Lower Manhattan, have tried to stress the jury that 488 00:26:00,400 --> 00:26:02,159 Speaker 5: just because he's richer and he likes to find a 489 00:26:02,240 --> 00:26:05,240 Speaker 5: things in life doesn't mean he's afordser They've said that 490 00:26:05,359 --> 00:26:08,080 Speaker 5: he grew up in a really wealthy family of real 491 00:26:08,160 --> 00:26:10,960 Speaker 5: estate developers in China, and he's always been used to 492 00:26:11,040 --> 00:26:14,159 Speaker 5: having nice things, and this didn't happen because he was 493 00:26:14,440 --> 00:26:15,879 Speaker 5: swindling people out of money. 494 00:26:16,400 --> 00:26:18,439 Speaker 1: What's the government accusing him of? 495 00:26:19,119 --> 00:26:23,280 Speaker 5: So, Malclow is accused of ripping off investors to the 496 00:26:23,359 --> 00:26:27,520 Speaker 5: Junels one billion dollars, and he allegedly did this by 497 00:26:27,800 --> 00:26:32,359 Speaker 5: encouraging a lot of his online followers to invest money 498 00:26:32,560 --> 00:26:37,440 Speaker 5: in a few different investment opportunities that he had going on. 499 00:26:37,440 --> 00:26:40,920 Speaker 5: One of them was a social media platform called GTV, 500 00:26:41,560 --> 00:26:47,119 Speaker 5: another was a crypto ecosphere called the Himalaya Exchange, and 501 00:26:47,160 --> 00:26:50,680 Speaker 5: another one was a farm to loan program. In one 502 00:26:50,720 --> 00:26:55,080 Speaker 5: of the cases, he allegedly took one hundred million dollars 503 00:26:55,200 --> 00:26:59,040 Speaker 5: worth of investors' money and put it towards a hedge 504 00:26:59,040 --> 00:27:02,359 Speaker 5: fund to bet again the Hong Kong dollar, which unfortunately 505 00:27:02,359 --> 00:27:05,719 Speaker 5: for him, failed. And he is also accused of spending 506 00:27:05,720 --> 00:27:09,639 Speaker 5: a lot of his victims' money on very very nice things. 507 00:27:09,880 --> 00:27:13,160 Speaker 5: We're talking a twenty six million dollar mentioned in New Jersey, 508 00:27:13,240 --> 00:27:16,439 Speaker 5: a thirty seven million dollars super yocht, a Ferrari, a 509 00:27:16,520 --> 00:27:19,160 Speaker 5: thirty five thousand dollars mattress as well, and. 510 00:27:19,200 --> 00:27:23,320 Speaker 1: My favorites the Bugatti and the Lamborghini, plus the sixty 511 00:27:23,400 --> 00:27:26,720 Speaker 1: thousand dollars TV. So is the defense saying he got 512 00:27:26,760 --> 00:27:31,480 Speaker 1: this money from family funds or he earned it. Where 513 00:27:31,520 --> 00:27:32,280 Speaker 1: did it come from? 514 00:27:32,880 --> 00:27:35,280 Speaker 5: We haven't had a look at the defense case yet 515 00:27:35,320 --> 00:27:39,359 Speaker 5: because the prosecution is still going, but from the outset 516 00:27:39,480 --> 00:27:42,600 Speaker 5: from the defense opening at the start of a trial, 517 00:27:42,800 --> 00:27:44,760 Speaker 5: they have said that he's always been rich in his 518 00:27:44,840 --> 00:27:49,080 Speaker 5: whole life, and he has access to a tremendous amount 519 00:27:49,080 --> 00:27:52,240 Speaker 5: of wealth. The prosecution has combated that and said, well 520 00:27:52,400 --> 00:27:55,720 Speaker 5: before he was arrested, authorities in Hong Kong and China 521 00:27:55,760 --> 00:27:58,880 Speaker 5: had actually seized his assets, and they say that's why 522 00:27:58,920 --> 00:28:01,680 Speaker 5: he was cashed for and he was looking for more 523 00:28:01,720 --> 00:28:06,000 Speaker 5: funding to keep his extraordinary lifestyle going. So there's two 524 00:28:06,119 --> 00:28:09,480 Speaker 5: sort of contrasting pictures being presented here in front of 525 00:28:09,520 --> 00:28:09,960 Speaker 5: the jury. 526 00:28:10,520 --> 00:28:12,720 Speaker 1: And does he have political asylum here? 527 00:28:13,080 --> 00:28:16,439 Speaker 5: He applied for a political asylum after moving to the 528 00:28:16,560 --> 00:28:20,679 Speaker 5: US in twenty fifteen. His lawyers have told the jury 529 00:28:20,720 --> 00:28:23,280 Speaker 5: that he is the subject of an inter Paul read 530 00:28:23,359 --> 00:28:26,480 Speaker 5: notice by the Chinese government, so he can't go back 531 00:28:26,480 --> 00:28:29,800 Speaker 5: to China otherwise he'll be arrested. They've also said that 532 00:28:29,840 --> 00:28:33,560 Speaker 5: the Chinese government has targeted his wife and his child. 533 00:28:33,800 --> 00:28:37,600 Speaker 5: They've hacked his computers, his bank accounts, his cell phones, 534 00:28:37,840 --> 00:28:41,000 Speaker 5: and they've tried to portray the picture of a man 535 00:28:41,080 --> 00:28:44,640 Speaker 5: who is brave and courageous in going up against the 536 00:28:44,680 --> 00:28:49,400 Speaker 5: CCP and uniting all of these people who want to 537 00:28:49,400 --> 00:28:53,000 Speaker 5: push back against what they see as a pretty aggressive 538 00:28:53,000 --> 00:28:53,880 Speaker 5: regime in China. 539 00:28:54,640 --> 00:28:58,040 Speaker 1: And in reading your story, I remembered where I heard 540 00:28:58,080 --> 00:29:02,840 Speaker 1: his name before. He has connections to Steve Bannon and Maga. 541 00:29:02,920 --> 00:29:05,680 Speaker 5: Yes. One of the interesting parts of this trial has 542 00:29:05,840 --> 00:29:09,000 Speaker 5: been seeing the people that Miles Glow surrounds himself with. 543 00:29:09,480 --> 00:29:14,760 Speaker 5: He was quite close with Donald Trump's former advisor Steve Bannon. 544 00:29:15,040 --> 00:29:17,960 Speaker 5: When Bannon was arrested himself a few years ago, he 545 00:29:18,080 --> 00:29:21,880 Speaker 5: was actually on board Milesglow's supiot off the coast of Connecticut. 546 00:29:22,280 --> 00:29:26,640 Speaker 5: Milesgow also had a professional relationship with hedge fund manager 547 00:29:26,760 --> 00:29:29,880 Speaker 5: Kyle Bass, who may or may not sufy at this trial. 548 00:29:29,960 --> 00:29:32,920 Speaker 5: We're waiting to see whether he pops up at some point. 549 00:29:33,120 --> 00:29:36,400 Speaker 5: And every day when Miles Glow appears in court, there 550 00:29:36,480 --> 00:29:40,240 Speaker 5: must be three to four dozen people all crammed into 551 00:29:40,240 --> 00:29:43,000 Speaker 5: the courtroom in support of him. During the breaks, he'll 552 00:29:43,040 --> 00:29:45,000 Speaker 5: turn around and he'll waive at the people that are 553 00:29:45,000 --> 00:29:47,840 Speaker 5: sitting in the public gallery and smile and giggle at them. 554 00:29:48,280 --> 00:29:51,080 Speaker 5: So he's certainly got an entourage that turns out to 555 00:29:51,120 --> 00:29:52,560 Speaker 5: support him every single day. 556 00:29:53,360 --> 00:29:56,360 Speaker 1: So the judge has taken the really unusual step of 557 00:29:56,680 --> 00:29:59,320 Speaker 1: ordering that the jury be anonymous. 558 00:29:59,600 --> 00:30:03,120 Speaker 5: Yes, while Mosglow has all of these supporters, there have 559 00:30:03,200 --> 00:30:06,000 Speaker 5: been a handful of them who have been quite vocal 560 00:30:06,280 --> 00:30:10,400 Speaker 5: and at times protesting outside of the courthouse, holding signs, 561 00:30:10,760 --> 00:30:14,880 Speaker 5: yelling things at witnesses as they walk outside. So Judge 562 00:30:15,000 --> 00:30:17,920 Speaker 5: has taken the unusual step of ordering that the jury 563 00:30:17,960 --> 00:30:20,480 Speaker 5: in this trial be escorted to and from the courthouse 564 00:30:20,520 --> 00:30:23,600 Speaker 5: every single day. They use a different elevator in the 565 00:30:23,600 --> 00:30:27,080 Speaker 5: building to what the general public uses. And Mosglow has 566 00:30:27,160 --> 00:30:29,880 Speaker 5: argued that yes, that's necessary because he is a target 567 00:30:29,880 --> 00:30:33,400 Speaker 5: of PHYSICDP and therefore they should be protected. But the 568 00:30:33,440 --> 00:30:38,160 Speaker 5: prosecution says, you have these very passionate and loyal supporters 569 00:30:38,200 --> 00:30:41,240 Speaker 5: who have been acting out at some of the prior 570 00:30:41,280 --> 00:30:44,520 Speaker 5: court appearances, and the jury needs to be protected from 571 00:30:44,600 --> 00:30:46,440 Speaker 5: any other further instances like that. 572 00:30:47,520 --> 00:30:51,440 Speaker 1: And avor part of his persona was as a fierce 573 00:30:51,600 --> 00:30:54,080 Speaker 1: critic of the Chinese Communist Party. 574 00:30:54,920 --> 00:30:58,160 Speaker 5: Definitely, that's definitely the heart of this case that he 575 00:30:58,840 --> 00:31:03,520 Speaker 5: was this self pres claim crusader against the CCP and 576 00:31:03,640 --> 00:31:06,560 Speaker 5: the CCP regime. But at the same time he was 577 00:31:06,680 --> 00:31:10,800 Speaker 5: using that platform and the support base that he had 578 00:31:10,920 --> 00:31:15,760 Speaker 5: amassed to commit this fraud and to swindle people out 579 00:31:15,760 --> 00:31:18,520 Speaker 5: of more than a billion dollars. When I've been sitting 580 00:31:18,560 --> 00:31:22,080 Speaker 5: in court and listening to one or two victims who 581 00:31:22,520 --> 00:31:27,680 Speaker 5: were really attracted to Miles Grows huff stands against the CCP. 582 00:31:27,880 --> 00:31:31,560 Speaker 5: They said that they were watching his online videos, his 583 00:31:31,640 --> 00:31:36,280 Speaker 5: YouTube sermons, and they just became really fascinated with him 584 00:31:36,600 --> 00:31:39,000 Speaker 5: and then ended up investing money with him because they 585 00:31:39,040 --> 00:31:41,080 Speaker 5: trusted him. I heard from one woman the other day 586 00:31:41,080 --> 00:31:43,560 Speaker 5: on the stand who described him as a liar, someone 587 00:31:43,640 --> 00:31:46,920 Speaker 5: who can't be trusted, who is a cheetah. And when 588 00:31:46,920 --> 00:31:49,440 Speaker 5: she was giving that testimony, I could hear some of 589 00:31:49,560 --> 00:31:52,000 Speaker 5: the people that were sitting behind me sniggering. So I 590 00:31:52,000 --> 00:31:55,160 Speaker 5: think that he does have this really like strong support 591 00:31:55,240 --> 00:31:58,000 Speaker 5: base and people who may not have lost money, like 592 00:31:58,040 --> 00:32:00,920 Speaker 5: some of the witnesses who were tested buying against him. 593 00:32:01,320 --> 00:32:05,560 Speaker 1: Now, his former chief of staff Isvette Wang, pleaded guilty 594 00:32:05,600 --> 00:32:07,720 Speaker 1: on May third. Do you know if she's going to 595 00:32:07,760 --> 00:32:08,920 Speaker 1: testify against him. 596 00:32:09,440 --> 00:32:11,680 Speaker 5: I'm not sure, Actually I don't. I don't think so 597 00:32:11,880 --> 00:32:15,360 Speaker 5: because she didn't have a cooperation agreement, and. 598 00:32:15,480 --> 00:32:19,720 Speaker 1: Are most of the witnesses who've testified so far investors 599 00:32:19,920 --> 00:32:20,440 Speaker 1: or others. 600 00:32:20,960 --> 00:32:23,720 Speaker 5: Yeah, there's been a real mix of people who have 601 00:32:23,800 --> 00:32:28,800 Speaker 5: testified so far. We've heard from investors who gravitated towards 602 00:32:28,840 --> 00:32:33,840 Speaker 5: Milesgow after watching his online videos. One woman invested about 603 00:32:33,840 --> 00:32:36,479 Speaker 5: fifteen thousand dollars and she lost all that, which was 604 00:32:36,600 --> 00:32:39,560 Speaker 5: a big amount for her. We've heard people who worked 605 00:32:39,560 --> 00:32:43,400 Speaker 5: for some of Milesglow's companies, including someone who was working 606 00:32:43,480 --> 00:32:48,360 Speaker 5: at Citybank and handling his company's business accounts before he 607 00:32:48,680 --> 00:32:52,440 Speaker 5: actually left that job and joined one of Milesbrow's companies 608 00:32:52,520 --> 00:32:56,360 Speaker 5: during the pandemic. We've even heard from a Ferrari dealer 609 00:32:56,680 --> 00:33:00,680 Speaker 5: who was talking about a very explosive sports car of 610 00:33:00,720 --> 00:33:03,880 Speaker 5: which there's only forty maid in the world, that Milesgow 611 00:33:04,000 --> 00:33:07,320 Speaker 5: allegedly brought for millions of dollars in twenty twenty one. 612 00:33:07,840 --> 00:33:12,000 Speaker 5: So it's been a real mix of people who testifying 613 00:33:12,000 --> 00:33:13,120 Speaker 5: on behalf of the prosecution. 614 00:33:13,440 --> 00:33:17,200 Speaker 1: Yeah, he had some very nice cars there. Prosecutors have 615 00:33:17,280 --> 00:33:20,240 Speaker 1: sought the forfeiture of the mansion, the yacht bank accounts, 616 00:33:20,320 --> 00:33:23,560 Speaker 1: a Bugatti, a Lamborghini, and a Rolls. 617 00:33:23,320 --> 00:33:27,080 Speaker 5: Royce, Yes exactly. And one of the FBI agents who 618 00:33:27,120 --> 00:33:29,880 Speaker 5: was testifying early on in the trial actually talking about 619 00:33:30,000 --> 00:33:32,640 Speaker 5: when she was at the house during the search warrant 620 00:33:32,880 --> 00:33:36,080 Speaker 5: at Milesglow's house, and I was mentioned of Italian suits 621 00:33:36,120 --> 00:33:40,800 Speaker 5: hanging up in the wardrobe and ridiculously expensive car parked 622 00:33:40,840 --> 00:33:44,640 Speaker 5: in the driveway, documents with a super yacht. So yeah, 623 00:33:44,680 --> 00:33:46,080 Speaker 5: he certainly lacks the final. 624 00:33:45,840 --> 00:33:49,960 Speaker 1: Things the MT His wife and daughter live in Connecticut, 625 00:33:50,000 --> 00:33:52,160 Speaker 1: but he's being held in lock up. 626 00:33:52,640 --> 00:33:56,560 Speaker 5: Yes, his wife and daughter live in Connecticut, but Miles 627 00:33:56,640 --> 00:34:00,880 Speaker 5: Glow is currently in custody at the MDC in Brooklyn. 628 00:34:00,960 --> 00:34:04,480 Speaker 5: He's been there since he was arrested in early twenty 629 00:34:04,520 --> 00:34:05,040 Speaker 5: twenty three. 630 00:34:05,600 --> 00:34:07,800 Speaker 1: Could he be deported to China? Do you know if 631 00:34:07,800 --> 00:34:08,640 Speaker 1: that's part of it? 632 00:34:08,960 --> 00:34:13,160 Speaker 5: As a non US citizen, that's always the risk when 633 00:34:13,200 --> 00:34:16,520 Speaker 5: you're arrested and charge of the felony. If you're convicted, 634 00:34:16,719 --> 00:34:20,000 Speaker 5: there is a real likelihood that you will be sent 635 00:34:20,080 --> 00:34:23,600 Speaker 5: back to the country of your citizenship. So that could 636 00:34:23,640 --> 00:34:27,440 Speaker 5: certainly happen here. And if there is that red interpomotice 637 00:34:27,760 --> 00:34:30,879 Speaker 5: out for him, like his lawyer argues, he could be 638 00:34:31,200 --> 00:34:33,879 Speaker 5: facing a whole other judicial process over there. 639 00:34:34,800 --> 00:34:37,520 Speaker 1: Does he speak English or is the whole trial being 640 00:34:37,640 --> 00:34:38,759 Speaker 1: translated for him? 641 00:34:39,120 --> 00:34:42,759 Speaker 5: He does speak some English, but it's quite basic from 642 00:34:42,800 --> 00:34:47,560 Speaker 5: what I understand he has He does speak some English, 643 00:34:47,640 --> 00:34:51,200 Speaker 5: but it's limited. He has a few translators in court 644 00:34:51,239 --> 00:34:54,480 Speaker 5: every day, and his wearing headphones and the translators that 645 00:34:54,520 --> 00:34:56,920 Speaker 5: are obviously listening to what the witness is saying, what 646 00:34:56,960 --> 00:34:59,799 Speaker 5: the judge is saying, and the lawyers, and then it's 647 00:34:59,840 --> 00:35:03,880 Speaker 5: been translated to him in real time through the headphones 648 00:35:03,920 --> 00:35:04,520 Speaker 5: that he's wearing. 649 00:35:04,600 --> 00:35:08,360 Speaker 1: And how long is the prosecution's case expected to take. 650 00:35:09,160 --> 00:35:13,520 Speaker 5: It's been going for four weeks now and it was 651 00:35:13,560 --> 00:35:17,000 Speaker 5: only about halfway through as of last week, so we 652 00:35:17,120 --> 00:35:20,200 Speaker 5: expect to see a couple more weeks of the prosecution 653 00:35:20,320 --> 00:35:23,840 Speaker 5: case and then we'll hear from the defense. The judge 654 00:35:24,280 --> 00:35:27,880 Speaker 5: expressed some concern this week that the prosecution was taking 655 00:35:27,920 --> 00:35:31,200 Speaker 5: so long, and as she's decided that the trial is 656 00:35:31,239 --> 00:35:34,319 Speaker 5: going to sit for a couple more extra hours each 657 00:35:34,400 --> 00:35:37,600 Speaker 5: day this week, so the prosecution can really make some headway. 658 00:35:38,000 --> 00:35:40,680 Speaker 1: It's going to be so interesting to see who the 659 00:35:40,719 --> 00:35:44,280 Speaker 1: witnesses are for the defense. And I know you'll be there, Ava, 660 00:35:44,360 --> 00:35:48,120 Speaker 1: Thanks so much. That's Bloomberg Legal reporter Ava Benny Morrison, 661 00:35:48,680 --> 00:35:51,319 Speaker 1: and that's it for this edition of the Bloomberg Law Podcast. 662 00:35:51,640 --> 00:35:54,040 Speaker 1: Remember you've been always get the latest legal news by 663 00:35:54,080 --> 00:35:57,880 Speaker 1: subscribing and listening to the show on Apple Podcasts, Spotify, 664 00:35:58,200 --> 00:36:02,359 Speaker 1: and at bloomberg dot com podcast slash Law. I'm June 665 00:36:02,400 --> 00:36:04,520 Speaker 1: Grosso and this is Bloomberg