The package had been struck down in January by<span> Delaware Chancery Court, which held that </span>Tesla's directors<span> had breached their fiduciary duty when they awarded Musk the largest compensation opportunity ever granted to a public company executive without adequate disclosure to Tesla shareholders about the deficiencies in the corporate process by which the compensation package was approved .</span> Professor Comizio cautioned that a company's analysis of executive compensation typically involves a company-initiated peer review that helps the board set CEO pay within an appropriate range ,and approval by independent compensation and board committees, and that Tesla, to its peril, ignored these and other corporate governance safeguards outlined by the Delaware court. He also stated that “chances are you're going to attract shareholder derivative and class-action type lawsuits” because of the billions of dollars at stake. For a link to the article.