DOVER, Del. — 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 shareholders 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 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 record $688 million in legal fees awarded in 2008 in litigation stemming from Enron's collapse .
Poulakidas' 22 help Yale beat Fairfield 91-66
None3 reasons to involve your kids in Small Business SaturdayIsrael and Lebanon's Hezbollah agree to a ceasefire after nearly 14 months of fighting JERUSALEM (AP) — Israel has approved a ceasefire agreement with Lebanon’s Hezbollah militants, setting the stage for an end to nearly 14 months of fighting linked to the ongoing war in the Gaza Strip. The ceasefire is set to take hold at 4 a.m. local time on Wednesday. Israeli warplanes have carried out the most intense wave of strikes in Beirut and its southern suburbs since the start of the conflict amid a record number of evacuation warnings. At least 42 people were killed in strikes across Lebanon, according to local authorities. President Joe Biden said his administration now would make a renewed push for a ceasefire in Gaza. What both sides are saying about the ceasefire deal between Israel and Lebanon's Hezbollah A ceasefire deal that could end more than a year of cross-border fighting between Israel and Lebanon’s Hezbollah militant group won backing from Israeli leaders. The truce that is set to take effect early Wednesday raised hopes and renewed difficult questions in a region gripped by conflict. Hezbollah leaders also signaled tentative backing for the U.S.-brokered deal, which offers both sides an off-ramp from hostilities But the deal does little directly to resolve the much deadlier war that has raged in Gaza since Hamas militants attacked southern Israel last October. Cheap Ozempic? How millions of Americans with obesity may get access to costly weight-loss drugs WASHINGTON (AP) — Millions of obese Americans would get access to popular weekly injectables that would help them shed pounds quickly if a $35 billion proposal from the Biden administration is blessed by President-elect Donald Trump. The rule, unveiled Tuesday by the Health and Human Services Department, would require Medicare and Medicaid to cover weight-loss drugs like Wegovy or Zepbound for a large segment of Americans who are obese. But it’s unclear if the proposal, which would not go into effect until after Trump takes office, will have support from his new administration — including from Robert F. Kennedy Jr., an opponent of the drugs who has been tapped by the president-elect to serve as head of HHS. Trump vows tariffs over immigration. What the numbers say about border crossings, drugs and crime. WASHINGTON (AP) — President-elect Donald Trump is threatening tariffs on Mexico and Canada as he seeks to portray them as responsible for illegal immigration and drug smuggling. Over its tenure, the Biden administration has struggled with growing numbers of migrants arriving at the southern border. But this year, the number of people crossing the border without documents has actually been falling. That's due in part to stricter enforcement by Mexican authorities as well as asylum restrictions announced earlier this year by the Biden administration. When it comes to fentanyl smuggling, much of the deadly supply comes from Mexico though statistics show more than 86% of those sentenced for fentanyl trafficking crimes in the 12 months ending September 2023 were U.S. citizens. AP finds that a Pentagon-funded study on extremism in the military relied on old data Early this year, Pete Hegseth told a Fox News audience a new, Pentagon-funded study proved that the number of military service members and veterans involved in the Jan. 6 insurrection did not indicate a wider problem in the armed forces. Hegseth, Donald Trump's pick to head the Department of Defense, wasn’t alone. The Wall Street Journal’s opinion page highlighted the same report as evidence that extremists in military communities were “phantoms” created by a “false media narrative.” The X account for Republicans on the House Armed Services Committee posted that the study showed the focus on extremism in the military was a “witch hunt.” But The Associated Press has found that the study relied on old data, misleading analyses and ignored evidence that pointed to the opposite conclusion. How Trump's bet on voters electing him managed to silence some of his legal woes WASHINGTON (AP) — Special counsel Jack Smith move to abandon two federal cases accusing Trump of endangering American democracy and national security does away with the most serious legal threats Trump was facing as he returns to the White House. It was the culmination of a monthslong defense effort to delay the proceedings at every step and use the criminal allegations to Trump's political advantage, putting the final word in the hands of voters instead of jurors. The move just weeks after Trump’s victory over Vice President Kamala Harris underscores the immense personal stake Trump had in the campaign in which he turned his legal woes into a political rallying cry. Walmart's DEI rollback signals a profound shift in the wake of Trump's election victory NEW YORK (AP) — Walmart’s sweeping rollback of its diversity policies is the strongest indication yet of a profound shift taking hold at U.S. companies that are re-evaluating the legal and political risks associated with bold programs to bolster historically underrepresented groups in business. The changes announced by the world’s biggest retailer on Monday followed a string of legal victories by conservative groups that have filed an onslaught of lawsuits challenging corporate and federal programs aimed at elevating minority and women-owned businesses and employees. The retreat from such programs crystalized with the election of former President Donald Trump, whose administration is certain to make dismantling diversity, equity and inclusion programs a priority. Brazil’s Bolsonaro planned and participated in a 2022 coup plot, unsealed police report alleges SAO PAULO (AP) — Brazil’s former far-right President Jair Bolsonaro was fully aware of and actively participated in a coup plot to remain in office after his defeat in the 2022 election, according to a Federal Police report that has been unsealed. Brazil’s Federal Police last Thursday formally accused Bolsonaro and 36 other people of attempting a coup. They sent their 884-page report to the Supreme Court, which lifted the seal. Bolsonaro called a meeting in December 2022, during which he presented a draft decree to the commanders of the three divisions of the armed forces, that would have declared the vote fraudulent, to justify a possible military intervention. Bolsonaro has repeatedly denied any wrongdoing. New rule allows HIV-positive organ transplants People with HIV who need a kidney or liver transplant will be able to receive an organ from a donor with HIV. That's according to a new rule announced Tuesday by U.S. health officials. Previously, such transplants could be done only as part of research studies. The new rule takes effect Wednesday. It's expected to shorten the wait for organs for all, regardless of HIV status, by increasing the pool of available organs. The practice is supported by a decade of research, during which 500 transplants of kidneys and livers from HIV-positive donors have been done in the U.S. Surveillance tech advances by Biden could aid in Trump's promised crackdown on immigration President-elect Donald Trump will return to power next year with a raft of technological tools at his disposal that would help deliver his campaign promise of cracking down on immigration — among them, surveillance and artificial intelligence technology that the Biden administration already uses to help make crucial decisions in tracking, detaining and ultimately deporting immigrants lacking permanent legal status. One algorithm, for example, ranks immigrants with a “Hurricane Score,” ranging from 1-5, to assess whether someone will “abscond” from the agency’s supervision.
Photos: Osoyoos and Oliver fire departments fundraise for food programs
Faraday Future director Chad Chen sells $23,550 in stock
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Bills ‘99-Percent’ Path to Title Perfectly Clear at ThanksgivingGreen Builder Media's VISION House Austin illustrates the level of performance houses must achieve to stay safe and efficient in weather extremes. View Master The Barley|Pfeiffer Architecture team designed the VISION House Austin for Robert and Judi George. The Georges chose to build their custom home on a two-acre site adjacent to their current home because of their deep appreciation for their Hill Country neighborhood outside Austin. "From this location we can see five or six miles of views of rolling hills,” says Robert. "The new site has an even better view because there are fewer trees obstructing the vista.” A Roof That Stands Up to Heat One example of a resilient design best practice on the VISION House Austin is the Fabral metal roof. It is designed to be lifted off the roof deck with 1-by-4 lath, and the then the builder ventilates the air cavity from a space between the drip edge and fascia boards. This air space, combined with the Galvalume finish, acts as a solar heat radiant barrier and effectively places the entire home under a shading umbrella lan Barley and Pfeiffer, co-owners of the firm, are big believers in layering. They start with a deep study of the site they're working with and design a home that complements the location and their client's preferences. Next, they layer in sustainable products and systems that will enhance the performance of a well-designed and carefully built home. Because this house needs to perform well in a hot climate, the design team selected products that would hold up to the heat. They also leaned on design to achieve performance, such as overhangs to create shade and positioning each house appropriately on its site. They also focus on innovations that have made it easier to build a resilient, sustainable, high-performance house. "The intelligent design enhances energy efficiency by reducing the heating and cooling load,” Green Builder CEO Sara Gutterman explains. "Resilient materials increase the home's ability to withstand nature's fury. And an integrated solar + battery storage system ensures that the house will remain functional in the event of an extreme climate event or power outage." Most important, Gutterman notes, is that the VISION House Austin demonstrates how sustainable architecture can be affordable and practical for everyday living, and that a home with lower carbon footprint can lead to a higher quality of life for homeowners. The design team of VISION House Austin is dedicated to combining new innovations with their decades of experience to create a home that embraces the natural world and contributes to sustainability. Click here to read about the beautiful, durable, and low-maintenance products the team specified to make the house resistant to climate extremes. The home will be completed in first quarter 2025. Click here to visit the VISION House Austin site to learn more . You can follow along as the project is built by signing up for Green Builder Media's Vantage enewsletter here . Here's a sampling of the high-performance products used in this project: Green Builder Media is North America's leading media company focused on green building and sustainable living content. With a comprehensive suite of content marketing, digital, social, and print media options, high-profile demonstration projects, market intelligence, data services, and live events, Green Builder Media offers a blend of visionary and practical information covering a broad spectrum of topics, including decarbonization, electrification, smart home technologies, energy efficiency, intelligent water, indoor air quality, resilient housing, renewables, and clean transportation. Attachments View Master A Roof That Stands Up to Heat CONTACT: Cati O'Keefe Green Builder Media 513-532-0185 [email protected]By LOLITA BALDOR and FATIMA HUSSEIN WEST PALM BEACH, Fla. (AP) — President-elect Donald Trump said Wednesday that he has chosen Keith Kellogg, a highly decorated retired three-star general, to serve as his special envoy for Ukraine and Russia. Kellogg, who is one of the architects of a staunchly conservative policy book that lays out an “America First” national security agenda for the incoming administration, will come into the role as Russia’s invasion of Ukraine enters its third year in February. Trump made the announcement on his Truth Social account, and said “He was with me right from the beginning! Together, we will secure PEACE THROUGH STRENGTH, and Make America, and the World, SAFE AGAIN!” Kellogg, an 80 year-old retired Army lieutenant general who has long been Trump’s top adviser on defense issues, served as national security adviser to Vice President Mike Pence , was chief of staff of the National Security Council and then stepped in as an acting security adviser for Trump after Michael Flynn resigned. As special envoy for Ukraine and Russia, Kellogg will have to navigate an increasingly untenable war between the two nations. The Biden administration has begun urging Ukraine to quickly increase the size of its military by drafting more troops and revamping its mobilization laws to allow for the conscription of troops as young as 18. The White House has pushed more than $56 billion in security assistance to Ukraine since the start of Russia’s February 2022 invasion and expects to send billions more to Kyiv before Biden leaves office in less than months. Trump has criticized the billions that the Biden administration has poured into Ukraine. Washington has recently stepped up weapons shipments and has forgiven billions in loans provided to Kyiv. The incoming Republican president has said he could end the war in 24 hours, comments that appear to suggest he would press Ukraine to surrender territory that Russia now occupies. As a co-chairman of the American First Policy Institute’s Center for American Security, Kellogg wrote several of the chapters in the group’s policy book. The book, like the Heritage Foundation’s “Project 2025,” is a move to lay out a Trump national security agenda and avoid the mistakes of 2016 when he entered the White House largely unprepared. Kellogg in April wrote that “bringing the Russia-Ukraine war to a close will require strong, America First leadership to deliver a peace deal and immediately end the hostilities between the two warring parties.” Trump’s proposed national security advisor U.S. Rep. Michael Waltz (R-Fla.) tweeted Wednesday that “Keith has dedicated his life to defending our great country and is committed to bringing the war in Ukraine to a peaceful resolution.” Kellogg was a character in multiple Trump investigations dating to his first term. He was among the administration officials who listened in on the July 2019 call between Trump and Volodymyr Zelenskyy in which Trump prodded his Ukrainian counterpart to pursue investigations into the Bidens. The call, which Kellogg would later say did not raise any concerns on his end, was at the center of the first of two House impeachment cases against Trump, who was acquitted by the Senate both times. On Jan. 6, 2021, hours before pro-Trump rioters stormed the U.S. Capitol, Kellogg, who was then Pence’s national security adviser, listened in on a heated call in which Trump told his vice president to object or delay the certification in Congress of President Joe Biden ’s victory. He later told House investigators that he recalled Trump saying to Pence words to the effect of: “You’re not tough enough to make the call.” Baldor reported from Washington. AP writer Eric Tucker in Washington contributed to this report.
Logistical issues meant that thousands of Namibians were still waiting to vote in pivotal presidential and legislative elections late on Wednesday as the polling stations were scheduled to close. The vote could usher in the desert nation's first woman leader even as her party, the ruling South West Africa People's Organisation (SWAPO) faces the strongest challenge yet to its 34-year grip on power. Some voters told AFP they queued all day, for up to 12 hours, blaming technical problems which included issues with voter identification tablets or insufficient ballot papers. According to Namibia's electoral law, those in the queue before the polls closed -- scheduled at 9:00 pm (1900 GMT) -- should be allowed to vote. "We have the obligation to make sure that they pass their vote," said Petrus Shaama, chief officer of the Electoral Commission of Namibia (ECN). The main opposition party, the Independent Patriots for Change (IPC) has blamed the ECN for the long lines and cried foul play. "We have reason to believe that the ECN is deliberately suppressing voters and deliberately trying to frustrate voters from casting their vote," said Christine Aochamus of the IPC. She said the party had "started the process" of approaching a court "to order the ECN to extend the voting time". At one polling station inside Namibia's University of Science and Technology in the capital Windhoek, hundreds of people were still in line at 09:00 pm despite some having arrived at 6:00 am, an hour before polls opened. It was a similar situation at the Museum of Independence, according to an AFP reporter, where one voter said he arrived 12 hours earlier and was still in line with hundreds of others. SWAPO's candidate and current vice president, Netumbo Nandi-Ndaitwah, was one of the first to vote and called on Namibians "to come out in their numbers". An estimated 1.5 million people in the sparsely populated nation had registered to cast their ballot. SWAPO has governed since leading mineral-rich Namibia to independence from South Africa in 1990 but complaints about unemployment and enduring inequalities could force Nandi-Ndaitwah into an unprecedented second round. Leader of the IPC, Panduleni Itula, a former dentist and lawyer said he was optimistic he could "unseat the revolutionary movement". "We will all march from there and to a new dawn and a new era of how we conduct our public affairs in this country," the 67-year-old told reporters after voting. Itula took 29 percent of votes in the 2019 elections, losing to SWAPO leader Hage Geingob with 56 percent. It was a remarkable performance considering Geingob, who died in February, had won almost 87 percent five years before that. Namibia is a major uranium and diamond exporter but not many of its nearly three million people have benefitted from that wealth. "There's a lot of mining activity that goes on in the country, but it doesn't really translate into improved infrastructure, job opportunities," said independent political analyst Marisa Lourenco, based in Johannesburg. "That's where a lot of the frustration is coming from, (especially) the youth," she said. Unemployment among 15- to 34-year-olds is estimated at 46 percent, according to the latest figures from 2018, almost triple the national average. For the first time in Namibia's recent history, analysts say a second round is a somewhat realistic option. That would take place within 60 days of the announcement of the first round of results due by Saturday. "The outcome will be tight," said self-employed Hendry Amupanda, 32, who queued since 9:00 pm the night before to cast his ballot. "I want the country to get better and people to get jobs," said Amupanda, wearing slippers and equipped with a chair, blanket and snacks. Marvyn Pescha, a self-employed consultant, said his father was part of SWAPO's liberation struggle and he was not going to abandon the party. "But I want SWAPO to be challenged for better policies. Some opportunistic leaders have tarnished the reputation of the party, they misuse it for self-enrichment," the 50-year-old said. While lauded for leading Namibia to independence, SWAPO is nervous about its standing after other liberation-era movements in the region have lost favour with young voters. In the past six months, South Africa's African National Congress lost its parliamentary majority and the Botswana Democratic Party was ousted after almost six decades in power. clv/br/lhd/sbk
Zahira Super 16 Soccer 7’s on December 8Saquon Barkley and the Philadelphia Eagles make their second-to-last road trip of the regular season Sunday to face Derrick Henry and the Baltimore Ravens. The NFC East-leading Eagles (9-2) have won seven in a row and play four of their final six games in Philadelphia, traveling only about 125 miles to visit the Ravens (8-4) this weekend and the Washington Commanders in Week 16. Sunday's game features the NFL's two leading rushers. Barkley (1,392 yards) and Henry (1,325) are far ahead of Green Bay's Josh Jacobs (944) in third place. Henry leads the league with 13 rushing touchdowns. Barkley (10) is tied for fourth and Philadelphia quarterback Jalen Hurts (11) tied for second. The matchup also features two of the top candidates for Most Valuable Player honors entering Week 13 in Barkley and Baltimore quarterback Lamar Jackson, who won his second MVP award last season. Their competition includes quarterbacks Josh Allen of Buffalo and Jared Goff of Detroit, with Allen widely considered the favorite. "Lamar Jackson and Derrick Henry are phenomenal football players that help their team win football games, and Jalen Hurts and Saquon Barkley are phenomenal football players that help their team win football games," Eagles coach Nick Sirianni said. "Excited about the opportunity this week because it's our next one. It will be a really good opponent, really well coached, good players, good atmosphere that will be there. Excited about the opportunity this week. And we're going to have to be on it against a really good team." The showdown at M&T Bank Stadium also pits Baltimore's No. 1 offense (426.7 yards per game) and No. 2 scoring offense (30.3 points per game) against Philadelphia's No. 1 defense (274.6) and No. 6 scoring defense (18.1). The Eagles have held seven consecutive opponents to under 300 total yards, while the Ravens have gained at least 329 yards of offense in all 11 games. Philadelphia is coming off a 37-20 road win over the Los Angeles Rams on Sunday night in which Barkley smashed the franchise record with 255 rushing yards. Baltimore also earned a prime-time win in Los Angeles, defeating the Chargers 30-23 in the "Harbaugh Bowl" on Monday night behind Jackson's three touchdowns (two passing, one rushing). Jackson said he's looking forward to the Barkley and Henry show. "I've known Saquon from high school. We were in the all-star game together and he jumped over somebody's head," Jackson recalled Wednesday. "So I've pretty much seen him before I even got to the league, college, anything. I've been knowing about Saquon, but Derrick Henry -- King Henry -- I'm with him every day and I'm seeing what he's capable of, so it's going to be a great matchup." Ravens linebacker Roquan Smith practiced Wednesday after sitting out Monday with a hamstring issue. Nose tackle Michael Pierce (calf) was designated to return from injured reserve. Tight end Charlie Kolar (broken arm) is out for several weeks and cornerback Arthur Maulet (calf) did not practice. The Eagles lost veteran defensive end Brandon Graham to a season-ending triceps injury Sunday. Wideout DeVonta Smith (hamstring) missed the win over the Rams and did not practice Wednesday. Neither did cornerbacks Darius Slay (concussion) or Kelee Ringo (calf). Philadelphia is 5-1 away from home this season -- 6-1 if you count their season-opening "home" victory against the Packers in Sao Paulo, Brazil. Baltimore is 4-1 at home. The Ravens hold a 3-2-1 lead in the series with the Eagles. They haven't met since Baltimore's 30-28 win in Week 6 at Philadelphia in 2020. --Field Level Media