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Tesla told to provide documents involving Musk compensation

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The ruling by Vice Chancellor Joseph Slights Jr. came in response to a motion to compel filed on behalf of shareholders who have accused Musk and Tesla’s board of directors of breaching their fiduciary duties to the company and its stockholders, granting unjust enrichment to Musk and wasting corporate assets.

While granting the plaintiffs access to certain documents that Musk either sent or received, Slights denied access to a broader range of other documents that defense attorneys have argued are similarly protected by attorney-client privilege.

Slights said documents that Musk shared with Tesla general counsel Todd Maron or deputy general counsel Jonathan Chang before the board signed off on the compensation plan should be provided to the shareholder plaintiffs.

The plaintiffs have argued that Chang and Maron, who was Musk’s former divorce attorney, worked to advance Musk’s interests and negotiated on his behalf against the board’s compensation committee.

“Leveraging his control, close personal relationships, and reputation for retribution, Musk co-opted Maron and Chang to help him structure the plan free from committee involvement,” plaintiffs’ attorneys wrote in asking Slights to force the company to turn over documents.

“Musk and his agents handed the committee a fully-baked plan,” they added.

While Slights agreed that communications directly involving Musk should be disclosed, he refused to order defense attorneys to turn over other communications among board members, Chang and Maron, and an outside law firm.

The judge said there was no basis for him to order the production of documents that may be protected by attorney-client privilege when the information might be available from other sources. He noted that Musk, Maron, Chang and compensation committee chair Ira Ehrenpreis have yet to be deposed in the case.

The plaintiffs argued in their motion to compel that Tesla was improperly shielding hundreds of documents that Maron or Chang shared with the compensation committee and its advisers.

Attorney Gregory Varallo told Slights on Monday that the plaintiffs in the lawsuit, which was filed in 2018, still don’t have an answer to a simple question: “Whose idea was the largest compensation plan ever designed?”

“If you read the record to date, no one seems to know,” said Varallo.

“There was quite a lot of sausage-making taking place before this was even a twinkle in the eye of the compensation committee,” he added.

Vanessa Lavely, an attorney representing the Tesla directors, told Slights that the board followed “a robust process” to develop and approve the compensation plan.

“There was absolutely no rubber-stamping here, and the defendants look forward to the opportunity to present this record to the court,” she said.

In 2019, Slights refused to dismiss the breach-of-duty claims against Musk and Tesla directors, and an unjust enrichment claim against Musk.

Under Delaware’s “business judgment” rule, courts typically give strong deference to a corporate board’s decision-making unless there is evidence that directors had conflicts or acted in bad faith. If a plaintiff is able to overcome the business judgment rule’s presumption, the board’s action is then subject to an “entire fairness” analysis, which shifts the burden to the corporation to show that the deal involved both fair dealing and fair price.

Slights said that because the plaintiffs had adequately pleaded that Musk was a controlling shareholder and had a conflict of interest, the case lent itself to “heightened judicial suspicion.”

Under the plan, Musk stands to reap billions if the electric car and solar panel maker hits ambitious market capitalization and operational milestones. For each of 12 milestones the company achieves, Musk, who already owned more than 20% of Tesla when the plan was approved, would get stock equal to 1% of outstanding shares at the time of the grant.

Each milestone includes growing Tesla’s market capitalization by $50 billion and meeting aggressive revenue and pretax profit growth targets. Musk would receive the full benefit of the pay plan, $55.8 billion, only if he leads Tesla to a market capitalization of $650 billion and unprecedented revenues and earnings within a decade.

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Google is about to start automatically enrolling users in 2FA

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In recent months, vulnerable apps, hacked websites, and zero-day exploits have accounted for an increasing amount of the reporting that we do here at BGR. There is risk in everything we do online, but there are many ways to mitigate that risk, such as turning on two-factor authentication (2FA) for any apps, services, or accounts that offer it. Speaking of 2FA, Google decided to take matters into its own hands on that front, as the company announced Thursday that it will soon enable 2FA by default for anyone with an “appropriately configured” Google account.

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“Today we ask people who have enrolled in two-step verification (2SV) to confirm it’s really them with a simple tap via a Google prompt on their phone whenever they sign in,” Google’s Director of Product Management, Identity and User Security, Mark Risher, said in a blog post. “Soon we’ll start automatically enrolling users in 2SV if their accounts are appropriately configured. (You can check the status of your account in our Security Checkup). Using their mobile device to sign in gives people a safer and more secure authentication experience than passwords alone.”

Basically, your account is “appropriately configured” if you have provided Google with recovery information, which could be a secondary email address, a phone number, or an authenticator app. You should already be using Google’s two-step verification, but if you’re not, at least make sure to visit the Security Checkup site.

As Google notes earlier in the blog post, searches for the phrase “how strong is my password” increased by 300% in 2020. Meanwhile, millions of you are still using passwords like “123456” or “password” or “qwerty,” so the resounding answer to that search query is an unequivocal “NO.” Make your passwords strong and difficult to guess, use different passwords for all of your accounts, and take advantage of Google’s Password Manager, which not only stores all of your passwords, but also lets you know when and if they have been compromised.

Google’s dream of killing passwords once and for all is still just that — a dream — but as we slowly work our way toward that glorious day, do what you can to keep your accounts and your personal data safe.

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Jacob started covering video games and technology in college as a hobby, but it quickly became clear to him that this was what he wanted to do for a living. He currently resides in New York writing for BGR. His previously published work can be found on TechHive, VentureBeat and Game Rant.


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Finding Dark Ships Via Satellite

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It would seem that for as long as there have been ships on the ocean, there’s been smuggling. The International Maritime Organisation requires ships to have AIS, the automatic identification system which is akin to a transponder on an airplane. However, if you don’t want to be found, you often turn off your AIS. So how do governments and insurance companies track so-called dark ships? Using satellite technology. A recent post in Global Investigative Journal tells the story of how lower-cost satellites are helping track these dark ships.

Optical tracking is the obvious method, but satellites that can image ships can be expensive and have problems with things like clouds. Radar is another option, but — again — an expensive option if you aren’t a big military agency with money to spend. A company called HawkEye 360 uses smallsats to monitor ship’s RF emissions, which is much less expensive and resource-intensive than traditional methods. Although the data may still require correlation with other methods like optical sensing, it is still cost-effective compared to simply scanning the ocean for ships.

The post tells the tale of an Iranian crude oil tanker. Noting a long gap in the AIS signal from the ship, HawkEye 360 attempted to locate the ship the next time it went dark. Of course, AIS can be off for other reasons, such as equipment failure or fear of piracy. Simply not squawking AIS isn’t a definite sign of malfeasance.

Using the satellite, radio transmissions on VHF channel 16 (156.8 MHz) — the standard calling frequency — were found from the ship and it appeared they were offloading crude oil to a refinery in Syria. With a specific target in mind, commercial satellite imaging picked up 3-meter resolution images of the ships and — apparently there is a database of ships at that resolution — identified four Iranian flag tankers at the site, three of which had arrived in stealth mode.

The HawkEye 360 satellites can pick up radar, emergency beacons, satellite phones, and VHF radio signals. A map shows the difference between the number of AIS signals in the South China Sea and the number of X-band radar signals. The AIS map looks sparse, whereas the radar map shows 3-4 times the number of vessels.

In another example, uses ESA’s Sentinel 1 satellite and synthetic aperture radar to locate ships going from China to North Korea. ICEYE, another smallsat company, is tracing illegal fishing activity around Argentina and smuggling near the UAE.

It is amazing to see how much satellite tech that would have been deep secret a few years ago is now commercially available. It isn’t just useful for law enforcement, either. The resolution is a far cry from the old weather satellites people tend to eavesdrop on.

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Designer modernizes retro iMac wallpapers for the new colourful M1 iMacs

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