This strikes me as basically a correct analysis. As I wrote two years ago, when the Delaware Chancery Court struck down the pay package, “there is something awkward about a judge second-guessing the CEO compensation decisions of the board of directors of a $600 billion company,” particularly when shareholders (twice!) approved those decisions.
It is also in its way a very Elon Musk analysis. Of course Tesla did not follow every technical nicety of corporate law or fiduciary duty; that’s not how Elon Musk operates. Of course the transaction was conflicted and the board gave him an unprecedented and probably unnecessary pile of money. But (1) he’s Elon Musk, (2) it’s Tesla and (3) it all kind of worked out: Tesla really did create a trillion dollars of value for the shareholders, so they have no cause to complain and almost none of them did. (The plaintiff owned nine shares!) So, you know, no harm, whatever.
Source: Elon Got His Money