Part 8/15:
- That nominal damages could be appropriate if rescission is denied, but outright rescission would unjustly undo Musk’s labor and Tesla’s growth.
Key Legal Points and Judicial Reasoning
Control and Influence
The debate centered on whether Musk’s influence equated to control requiring the court to scrutinize the process intensely under the "entire fairness" standard, which considers fairness in process and price. The defendants argued Musk did not exercise control in the legal sense; courts in Delaware cases, such as Oracle, distinguish between influence and control, with the latter requiring ownership and voting control.