Elon Musk Ends Tesla Earnings Call With Plea for Shareholders to Approve Potential $1 Trillion Pay Package

Plus the Sixth Circuit's opinion protecting privilege for internal investigation materials.

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Good morning! Here’s what’s up.

Clips ✂️

Elon Musk Pushes $1 Trillion Pay Plan During Tesla Earnings Call

Elon Musk, the world’s richest person, spent the end of Tesla Inc.’s earnings call pleading with investors to approve his $1 trillion pay package and blasting the shareholder advisory firms that have come out against the proposal.

“There needs to be enough voting control to give a strong influence, but not not so much that I can’t be fired if I go insane,” Musk said, interrupting his chief financial officer as the more than hour-long call wrapped up.

by Bloomberg

Historic Bribery Case’s Privilege Battle Boosts Corporate Probes

In a decisive move on Oct. 3, the Sixth Circuit unanimously vacated the district court’s order, ruling that FirstEnergy’s internal investigation materials are covered by attorney-client privilege and the work-product doctrine. The court affirmed the importance of attorney-client privilege, saying it “is the oldest of the privileges for confidential communications known to the common law.” It further cited the Supreme Court’s 1981 holding in Upjohn v. United States. […]

The broader implications are hard to overstate. Upholding the district court’s approach would have set a dangerous precedent that could have required disclosure of highly sensitive internal reviews, even when they were initiated while seeking legal advice. That is why 39 law firms—including Cadwalader—filed an amicus brief urging for the reversal of this decision, and why the Sixth Circuit specifically cited the strong “public interest” in preserving attorney-client privilege and work-product protections. Clients must be able to ask for legal advice without fear that their communications, and internal analyses, will later be used against them and aired in open court.

by Bloomberg Law

👉 Article by Martin Weinstein of Cadwalader. The Sixth Circuit’s opinion is here.

Whistleblower Practice Reminder

Practice reminder:

The SEC’s Office of the Whistleblower webpage states that “The Office of the Whistleblower will continue to accept whistleblower applications for awards” during the shutdown. So the 90-day deadline from the time a NOCA is posted will not be tolled or otherwise affected by the shutdown.

by Sean McKessy on LinkedIn

👉 Post by Sean McKessy, former Chief of the SEC’s Office of the Whistleblower, on LinkedIn.

The Daily Update includes a lot of information that I discover from people I follow on LinkedIn. Please help make this newsletter better by connecting with me on LinkedIn! A link to my LinkedIn profile is here or please just click below to connect. Thanks!

The $500 Million Fraud Case Exposing Football’s Shaky Finances

Joshua Wander already owned a fleet of Boeing 737s and stakes in famous European football teams. But there were bigger deals on the horizon — if the Miami-based investor could show he had enough money.

The trouble was that his investment firm, 777 Partners, had less than $500,000 in cash and was close to bankruptcy, according to details from court filings released by federal prosecutors in New York. So, Wander sent his creditor a screenshot of a bank account, doctored using Microsoft Paint, to show he had $8 million instead, prosecutors allege.

Last week, Wander was charged with conspiracy and fraud for allegedly cheating lenders and investors in the firm out of almost $500 million. The 44-year-old denies the charges, according to his lawyer, Jordan Estes.

by Bloomberg

👉 “Wander sent his creditor a screenshot of a bank account, doctored using Microsoft Paint….”

SEC’s ‘Make IPOs Great Again’ Plan Hits Shutdown Stumbling Block

“Whenever I talk to companies that are headquartered outside of the United States, one of the greatest fears that their officers and directors have is about how litigious the environment is in the US and the fear of going public with stock drop suits post-IPO,” said Anna Pinedo, a partner at Mayer Brown who represents issuers in public offerings.

SEC enforcers under Trump 2.0 have pursued fewer infractions related to big-name companies’ improper registration statements or disclosures compared with Biden-era Chair Gary Gensler, while shifting focus to individual perpetrators accused of offering fraud, insider trading, and Ponzi schemes.

But the threat of shareholder class litigation remains a major factor in public companies’ calculus, even as the SEC embraces mandatory arbitration and seeks to eliminate what Atkins says are “compliance requirements that yield no meaningful investor protections.”

High-dollar securities class actions boomed in the first half of 2025, serving as a venue for certain claims that Atkins’ SEC shied away from pursuing.

“Litigation reform in the securities area is certainly an issue that should be top of mind for anyone who is concerned about capital formation,” Pinedo said.

by Bloomberg Law

2025 Fiscal Year in Review: SEC Enforcement Against Investment Advisers to Private Funds, Registered Funds, and Retail Clients

In its 2025 fiscal year that ended on September 30, 2025, the U.S. Securities and Exchange Commission (SEC or Commission) continued to pursue enforcement actions against investment advisers and their representatives, bringing over 90 actions. These numbers were substantially down from the prior fiscal year, where the SEC brought over 130 actions against investment advisers and their representatives….

With respect to subject matters, the SEC under the current administration has announced that it will continue to bring cases involving fraud (which we largely do not cover here). Chair Paul Atkins has indicated that the Commission “must go after cases of genuine harm and bad acts, but [it] must view cases of benign or innocent actions differently. In the past, we have seen examples of enforcement actions in areas, such as retention of books and records, that consumed excessive Commission resources not commensurate with any measure of investor harm.” Our Year in Review reveals a more complex picture as it relates to topics. While the SEC under the current administration does not appear to be actively pursuing certain categories of cases involving technical violations (e.g., off-channel communications, standalone compliance rule failure cases) it has continued to bring cases in most other major program areas, including the Marketing Rule, conflicts of interest disclosures, custody rule violations, short selling violations, fees and expenses (private fund advisers), revenue sharing, cherry-picking, misrepresentations, and cases involving chief compliance officer (CCO) liability.

by Sidley Austin

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