In Short The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties. The Issue: The Delaware Chancery Court held that the board's decision was subject to entire fairness review, despite approval of the award by an independent board committee and ratification by disinterested shareholders. Looking Ahead: Because the Chancery Court's decision was driven by Elon Musk's status as Tesla's controlling shareholder, it will have little direct relevance in other cases. The decision demonstrates, however, a disquieting trend in Delaware courts toward exacting scrutiny of director and officer compensation.