Sidley Austin is advising the
Kristen Seeger, a member of Sidley’s executive committee and co-leader of its global commercial litigation and disputes practice, and fellow partner John Skakun took the lead on the work, Tesla disclosed in a proxy filing Wednesday.
More than 40 Sidley lawyers helped the duo compile a report on behalf of Kathleen Wilson-Thompson, a Tesla director and former practicing lawyer, who along with her advisers was part of a special committee the board formed.
The Delaware Court of Chancery in January voided Musk’s compensation package approved by shareholders in 2018, claiming company directors and management hadn’t served the best interest of investors. The Austin, Texas-based electric automaker will hold a second vote at its June 13 annual meeting.
Tesla’s special committee also decided to call a separate vote the same day on whether to move the company’s state of incorporation to Texas from Delaware. Musk publicly excoriated Delaware following his courtroom loss.
Sidley, Seeger, Skakun, and Tesla didn’t respond to requests for comment.
The Sidley lawyers worked alongside A. Thompson Bayliss, a name partner at Delaware’s Abrams & Bayliss, which has close ties to Delaware’s Chancery Court, and University of Chicago Law School Professor Anthony “Tony” Casey, a former litigation partner at Kirkland & Ellis.
The board’s special committee interviewed multiple law firms to determine its outside counsel, according to Tesla’s proxy statement. Sidley is independent because it never represented Musk and collected only $12,601 for handling two small matters for Tesla in 2017 and 2021, the committee determined.
Abrams & Bayliss handled two prior matters for Tesla at the suggestion of other outside counsel at Quinn Emanuel Urquhart & Sullivan and Wachtell, Lipton, Rosen & Katz, according to the proxy. Those matters collectively generated about $378,800 in legal fees for Abrams & Bayliss, Tesla said.
Casey, a tenured professor at the University of Chicago Law School, has no social or financial connections to Tesla, Musk, or any Musk-related entity, the company’s proxy said.
Before becoming a partner at Kirkland, Casey was an associate at Wachtell, a high-powered firm that sued Musk last year seeking to collect a $90 million success fee from its takeover work for Twitter Inc. That dispute is in arbitration.
Sidley is representing several former Twitter executives—including the company’s ex-legal and policy chief Vijaya Gadde—who have sued Musk over $128 million in severance stemming from their termination following his $44 billion acquisition of the social media service in 2022.
Tesla’s Legal Turnover
Tesla, which announced this week it would shed about 10% of its workforce amid slowing demand for its vehicles, last year hired Brandon Ehrhart to be its new general counsel. Ehrhart is the latest in a series of individuals tasked with fulfilling a key corporate governance role at a company led by a mogul not shy about expressing his feelings on legal counsel.
Ehrhart succeeded Dinna Eskin, who temporarily took over Tesla’s top legal job from David Searle. Ehrhart isn’t one of Tesla’s five named or top paid executive officers, according to the company’s most recent proxy.
Searle left Tesla in 2022 and subsequently became general counsel for solar power company Sunnova Energy International Inc. He earned nearly $2.1 million in total compensation last year, Sunnova disclosed in a proxy filing last month.
Ehrhart embarked on a legal hiring spree sought by Musk—who via Twitter touted his creation of a “hardcore” team of Tesla litigators—to build out the company’s law department.
Among the new recruits are former Quinn Emanuel commercial litigation associate D. Seth Fortenberry and ex-Gordon Rees senior counsel Eric Tsai, both of whom were hired this year as senior litigation counsel. Quinn Emanuel and its partner Alex Spiro have recently been a go-to firm for Musk.
Elsa Paparemborde, another former Quinn Emanuel litigator who most recently worked at French firm Bredin Prat, joined Tesla’s Paris office in March.
Aengus Carr, a former litigation partner at Lewis Brisbois, joined Tesla in March as a managing litigation counsel. His hire followed Tesla’s addition of Ashraf Fawzy, Alex Hanna, and Paul Margulies as managing counsel for intellectual property litigation, while real estate experts Jeffrey Hicks and Raechelle Laughlin came aboard in February as managing counsel and senior counsel, respectively.
Tesla brought on senior regulatory counsel Casey Blaine this month from the National Transportation Safety Board, where she was a deputy general counsel. Hamza Jilani, lead counsel for global data privacy and security at materials manufacturer W.L. Gore & Associates Inc., also joined Tesla as managing counsel for global privacy and cybersecurity.
Tesla’s proxy revealed that another in-house lawyer, deputy general counsel for corporate and securities Derek Windham, is the company’s corporate secretary.
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