Vice Chancellor Slights, of the Delaware Court of Chancery,
included a slightly self-effacing, and only slightly humorous, note
in his recent opinion in a fiduciary claim against the directors of
Tesla, Inc., to the effect that the defendants have reason to
believe that they drew the wrong judge in the case. The case
relates to the 2018 incentive compensation award to Tesla's
CEO, Elon Musk, that caps out at about $55 billion (that
"b" is not a typo). The footnote concerns, in part, Vice
Chancellor Slights' determination, in a separate recent claim
alleging fiduciary breaches by the Tesla board, that members of
Tesla's board were not independent.1
Vice Chancellor Slights' footnote and his opinions in the
Tesla cases provide a useful occasion to recap a topic of recent
interest in the Delaware courts: the law regarding director
independence. In particular, the Delaware courts have focused on
the circumstances in which personal relationships impact
independence. The
