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corporate power
Delaware Just Caved to Billionaire Bullying By Overhauling Its Corporate Law
As Musk is trying to gut the agencies that enforce federal regulations, state corporate law is poised to become even more important. Delaware should have held firm.
Mar 27, 2025
While Elon Musk attacks federal agencies’ ability to protect us from the worst excesses of corporate power, a little known Musk initiative sailed through the Delaware legislature this week. Delaware’s corporate law drew Musk’s ire when its well-regarded Court of Chancery sided with Tesla shareholders and tossed out his $56 billion pay package. Musk packed up his Tesla toys and moved the company’s incorporation to Texas, but his lawyers still pushed Delaware lawmakers to twist the state’s laws to suit his oligarchic interests and give him more power over our lives.
The Delaware House passed Senate Bill 21 (SB 21) on March 25, after the Delaware Senate passed it on March 13. Governor Matt Meyer, who played a central role in the bill’s passage, promptly signed it into law.
Most companies operate under Delaware’s corporate law, with about two-thirds of S&P 500 companies incorporated in the state, and most corporate lawsuits occur in Delaware’s special Court of Chancery. And as corporate interests have eroded many federal tools of corporate accountability—like federal financial, environmental, and worker safety regulations—Delaware corporate law has become one of the last mechanisms of corporate accountability, especially for shareholder lawsuits. Now, as Musk is trying to gut the agencies that enforce federal regulations, state corporate law is poised to become even more important.
Insulating the self-serving decisions of corporate insiders from challenge and gutting the federal agencies and protections that hold corporate power accountable are two sides of the same coin.
Regular shareholders like working peoples’ pensions can bring lawsuits challenging corporate misconduct. But corporate law gives directors and officers broad latitude to make decisions free from liability—even if they are very costly to the corporation and its stakeholders. Courts, however, look more closely at decisions by corporate insiders—including controlling shareholders like Musk, Mark Zuckerberg, and private equity firms that often retain significant stakes in companies after they take them public—when there are conflicts of interest.
The case challenging Musk’s $56 billion Tesla pay package was one of those instances. Upset that a Delaware judge ruled against him in that case, Musk disparaged her and Delaware courts, reincorporated Tesla and SpaceX in Texas, and called on others to do the same.
Corporate insiders convinced Delaware legislators that they were in a hostage situation: Either overhaul their state’s corporate law to give more power to Zuckerberg, private equity firms, and other corporate insiders to everyone else’s detriment by passing SB 21 immediately, or face a mass exodus of corporations and a corresponding slashing of their state budget. Delaware Rep. Madinah Wilson-Anton said, “Our budget is being held hostage and we’re supposed to just listen to the demands, but we have not been told who they’re coming from.”
However, since SB 21 would make it much harder for regular shareholders to hold insiders accountable for their self-serving actions in Delaware courts, many organizations representing regular shareholders have spoken out against the bill, saying its passage would make Delaware less attractive as a state of incorporation. Rep. Wilson-Anton noted: “When we continue to pass bills that are catering to a very small minority of companies that have lost in court and are upset they lost in court, it creates an environment where other companies say, ‘You know what, we’re just gonna stay in our home state because Delaware is just a state where the highest bidder gets to write the law.’” Meanwhile, a recent poll found that only 16% of Delaware voters believe that SB 21 should have passed as is and 63% are less likely to vote for legislators who back SB 21.
Rewriting Delaware corporate law at the behest of Musk and other corporate insiders makes no sense. Insulating the self-serving decisions of corporate insiders from challenge and gutting the federal agencies and protections that hold corporate power accountable are two sides of the same coin. Heads Big Tech oligarchs win, tails the rest of us lose. As the former head of the Office of Information and Regulatory Affairs K. Sabeel Rahman said, “a world without government isn’t a world where we’re not being governed. It’s just we’re being governed in a super undemocratic way.”
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Authoritarian Clickbait: Trump’s Spectacle Distracts From His Corporate Power Grab
While the world watches Trump’s political theater, his administration is quietly engineering one of the most aggressive transfers of public wealth to private interests in modern American history.
Mar 24, 2025
Traditionally, authoritarian regimes were defined by their capacity to control information. Critics were silenced, press outlets were shuttered, and opposition voices were imprisoned or worse. Power was exercised through fear, secrecy, and violence. But in President Donald Trump’s America, authoritarianism has evolved. It no longer hides behind walls of censorship—it thrives in plain sight.
Trump’s political style isn’t about suppressing attention. It’s about seizing it. Whether threatening to annex Greenland “one way or another,” mocking Canada as the “51st state,” or pressuring Columbia University to abandon free speech protections, the goal isn’t to avoid controversy. The aim is to create it.
In Trump’s case, the provocation is the point.
This shift reflects a deeper transformation in how power is exercised in the 21st century. In a world governed by algorithms, virality, and information overload, authoritarianism no longer seeks silence—it seeks spectacle. Trump’s provocations are not mere outbursts. They are designed and timed to dominate headlines, crowd out serious scrutiny, and keep the public in a state of reactive agitation.
These performances are not without precedent. But in Trump’s case, the provocation is the point. His administration has leaned into fascist-style imagery, with symbolic salutes, rallies drenched in nationalism, and open threats against political dissidents—both foreign and domestic. But this isn't authoritarianism for the sake of totalitarian control. It’s authoritarianism repurposed for an attention economy—where outrage drives clicks, and distraction enables deeper, quieter abuses of power.
The Distraction Machine: Authoritarianism in the Age of Virality
In previous generations, authoritarian leaders worried about hiding abuses. Trump, by contrast, seems to invite public attention to his most outrageous behavior—not in spite of its controversy, but precisely because of it.
What happens when Trump threatens journalists? When his administration cracks down on campus protests, or fans conspiracy theories about foreign states? The media—both traditional and social—explodes with takes, outrage, and analysis. These cycles create a spectacle that consumes public attention. And while Americans are arguing over whether Trump’s statements are ironic, dangerous, or “just trolling,” his administration is quietly enacting policies that concentrate wealth and corporate power behind the scenes.
This is by design. When Trump publicly praised authoritarian leaders while floating the idea of withdrawing the U.S. from NATO, or when he staged a militarized inauguration complete with nationalist salutes and fascist-style imagery, outrage predictably dominated headlines and flooded social media. While commentators debated the symbolic threats to democracy, far less attention was paid to the administration’s simultaneous efforts to expand fossil fuel drilling, dismantle environmental protections, and push through financial deregulations that directly benefit corporate donors and billionaire allies.
This is the sleight of hand that defines contemporary authoritarian populism. Performative controversies act as bait. While political opponents and the press react to each new provocation, policy moves quietly. Headlines focus on Trump’s tone, but not his taxes; on his insults, but not his infrastructure contracts; on his speeches, but not his subsidies.
As Trump escalates mass deportations, including the forced removal of immigrants to El Salvador, the moves are framed as tough-on-crime, anti-immigrant theater—crafted to energize his base and dominate the media cycle through performative spectacle. But behind the headlines, there are real victims: parents separated from children, asylum-seekers denied due process, and vulnerable people sent back to life-threatening conditions. At the same time, while public attention is consumed by immigration crackdowns, the administration is quietly advancing energy deals and deregulation efforts that benefit economic elites.
Rather than suppressing debate, Trump drowns it in noise. His style weaponizes the velocity of modern media, not to clarify public discourse, but to overwhelm it. And in that chaos, the structure of governance shifts: away from democratic accountability, and toward unregulated corporate control.
Authoritarian Theater, Corporate Power
While the world watches Trump’s political theater, his administration is quietly engineering one of the most aggressive transfers of public wealth to private interests in modern American history. The façade of populism masks a policy agenda deeply aligned with corporate elites, billionaire donors, and the industries that stand to gain from the dismantling of public regulation and oversight.
Tax policy remains one of the clearest examples. The tax law passed during Trump’s first term overwhelmingly favored the wealthy, while doing little to stimulate broad-based economic growth. Now, in his return to power, he’s doubling down. His 2025 budget proposal slashes funding for housing, food assistance, and healthcare. Meanwhile, Trump and Elon Musk gleefully proclaim they’re slashing government waste in the name of efficiency, yet remain conspicuously silent on the bloated corporate excesses of defense spending—where billions vanish into unaccountable contracts, overpriced weapons, and Pentagon boondoggles cloaked in patriotic branding.
The U.S. faces a dangerous convergence: a political class that performs populism while practicing plutocracy.
Trump’s cabinet and advisory circle are drawn from the ultra-rich—CEOs, private equity barons, and political megadonors. The revolving door between his administration and industries like oil, finance, and private prisons ensures that public policy is crafted not to serve the electorate, but to entrench elite interests. The prison industry, in particular, has seen surging stock prices and expanding contracts as Trump ramps up deportation efforts and privatizes detention infrastructure.
Energy policy tells the same story. While the administration rails against international climate accords and environmental “wokeness,” it is quietly threatening to sell off public lands and roll back environmental policies as a windfall for the fossil fuel industries. The beneficiaries are not small businesses or working Americans. They are multinational corporations and a handful of ultra-wealthy shareholders.
This isn’t an accidental byproduct of Trumpism—it is its core. Despite branding himself as anti-elite, Trump’s political machine is funded and sustained by America’s richest families and corporate lobbies. His alliance with figures like Elon Musk reflects a broader trend: the convergence of authoritarian populism with a new form of oligarchic capitalism—one where billionaires publicly attack “the establishment” in order to pursue their own profitable agenda.
As inequality deepens and democratic norms erode, the U.S. faces a dangerous convergence: a political class that performs populism while practicing plutocracy. This is the new authoritarianism—not built on repression alone, but on distraction, deregulation, and the strategic manipulation of spectacle.
Looking Beyond the Noise
Donald Trump’s political style is often dismissed as chaotic or unserious—a constant stream of tweets, outbursts, and provocations. But behind that chaos lies a deliberate structure: a feedback loop of distraction and policy, performance and power.
What looks like madness is often method. The attention-consuming controversies, the culture war posturing, the outlandish threats and statements—all function to consume public focus while his administration executes a radical, elite-centered program of capitalist plundering.
The real danger of Trumpism is not just what he says and does, but what it prevents us from seeing. As media cycles churn and social media outrage erupts, entire layers of policy are being written to serve corporate interests, privatize public goods, and redirect national wealth upward.
This isn’t just about optics or inflammatory rhetoric—it is a substantive and growing form of authoritarianism. Trump is using real tools of state power to target dissent, intimidate opposition, and punish vulnerable communities, turning repression into a political strategy. From aggressive crackdowns on student protesters to the mass deportation of immigrant families, these actions are not symbolic—they are deliberate mechanisms to consolidate control and clear the path for a hyper-capitalist plutocratic agenda. The victims are real, and the consequences are structural, not theatrical.
To resist this model of governance, we must not only confront its authoritarian aesthetics and the very real victims it creates—but expose its oligarchic foundation. It requires dismantling the capitalist plutocracy that thrives within—and actively sustains—this viral authoritarian political and media culture. That means cutting through the noise, tracking the money, and asking not just what Trump is doing, but who is benefiting too often in the shadows while the cameras roll.
In the end, Trumpism thrives not on silence but on spectacle—a new model of power built on authoritarian clickbait, where outrage fuels distraction, and distraction clears the path for profiteering.
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Why Do Wealthy CEOs Love Trump? He’s Distracting From Their Own Grift
Corporate CEO paychecks continuing to go gangbusters while the corporations these execs run are—at best—just treading water.
Mar 20, 2025
Every day’s headlines now seem to bombard us with ever more outrageous Trumpian antics. Who could have possibly imagined, for instance, that a president of the United States would turn the White House lawn into a Tesla auto showroom?
But these antics actually do serve a useful social and political purpose—for President Donald Trump’s fellow deep pockets and the corporations they run. Trump’s kleptocratic arrogance and audacity have shoved the institutionalized thievery of Corporate America’s ever-grasping top execs off into the shadows.
Those shadows could hardly be more welcome. American corporate executive compensation, as the business journal Fortune has just detailed, is now “surging amid a roaring bonus rebound.”
Heads CEOs win, in other words, tails they never lose.
One example: Tyson Foods CEO Donnie King has seen his annual executive rewards leap from $13 million in 2023 to $22.7 million in 2024. To keep King smiling, Tyson’s board of directors has also extended his CEO contract into 2027 and guaranteed him “a post-employment perk that includes 75 hours of personal use of the company jet as long as he sticks around on the board.”
And what in the way of wonders has Tyson’s King been working to earn all this? Not much, concludes a new Compensation Advisory Partners analysis. Anyone who had $100 invested in Tyson shares at the end of fiscal 2019 today holds a nest egg worth just $80.54. Tyson’s most typical workers aren’t doing particularly well either. They took home $43,417 in 2024, 525 times less than the annual compensation that CEO Donnie King pocketed.
Over at Moderna, Big Pharma’s newest big kid on the corporate block, chief exec Stéphane Bancel saw his 2024 annual pay jump 16.4% over his 2023 compensation despite a 53% drop in Moderna’s annual revenue.
Back in 2022, at Covid-19’s height, Bancel personally collected over $392 million exercising stacks of the stock options he had been sitting upon. Between that year’s start and 2024’s close, Moderna shares plummeted from just under $254 each to under $42.
Moderna’s transition to our post-Covid world, the Moderna board acknowledges, has been “more complex than anticipated.” That complexity, the board apparently believes, in no way justifies denying Bancel his rightful place among Big Pharma’s top-earning CEOs. Bancel’s near $20-million 2024 payday is keeping him well within hailing distance of all his Big Pharma peers.
How can corporate CEO paychecks be continuing to go gangbusters while the corporations these execs run are—at best—just treading water? Lauren Peek, a partner at Compensation Advisory Partners and a co-author of the firm’s latest CEO pay analysis, has an explanation.
Corporate board compensation committees, Peek observes, want to keep their top execs adequately incentivized. These board panels simply cannot bear the sight of their CEOs getting down in the dumps. So what do these panels do? They exclude from their final CEO pay decisions any negative economic factors that CEOs can’t directly determine. But these same corporate panels never take into account unexpected positive economic factors that their CEOs had no hand in creating.
Heads CEOs win, in other words, tails they never lose.
Among those winners: Disney chief exec Robert Iger. His 2024 total pay jumped to $41 million, up nearly $10 million from his 2023 compensation. Disney’s total shareholder return, over that same year, didn’t even reach halfway up the total return that Disney’s peer companies recorded.
Disney hardly rates as an outlier among the 50 major publicly traded corporations that the recently released Compensation Advisory Partners report puts under the microscope. The median revenue growth of these 50 firms dropped to 1.6% in 2024, less than half their 2023 rate. Their earnings remained virtually flat as well. But their CEO compensation climbed an average 9%.
“With financial performance largely flat across these early Fortune 500 filers,” notes an HR Grapevine analysis of the Compensation Advisory Partners findings, “board-level decisions to maintain or raise executive bonuses may prompt further scrutiny from investors and stakeholders alike.”
“For ‘shop-floor’ employees,” adds the HR Grapevine, “news of CEO wage hikes despite average financial performances will undoubtedly prompt a good deal of rumination about their own levels of compensation.”
Equilar, an information services firm specializing in corporate pay, has also been busy analyzing the latest trends in CEO remuneration. Equilar’s latest look at corner-office compensation has found that median CEO pay within the corporations that make up the Equilar 500 jumped up from $12 million in 2020 to $16.5 million last year.
CEO-worker pay gaps have increased even more significantly. At the median Equilar 500 corporation, CEOs pocketed 186.5 times the pay of their most typical workers in 2020 and 306 times that pay in 2024. At America’s larger corporations—those companies sitting at the 75th percentile of the Equilar 500—CEOs made 307.5 times their typical worker pay in 2020 and last year collected 527 times more.
A key driver of this ever-widening CEO-worker pay gap? The sinking compensation going to typical corporate workers, as Equilar’s Joyce Chen concluded last week in an analysis for the Harvard Law School Forum on Corporate Governance. These median workers took home $66,321 in 2020, but just $57,299 last year.
But top execs aren’t just shortchanging workers at pay-time. They’re also pressuring those workers to squeeze and defraud clients and customers at every opportunity, as former Wells Fargo bank manager and investigator Kieran Cuadras has just vividly detailed.
Nearly a decade ago, Cuadras relates, a mammoth phony accounts scandal at Wells Fargo led to fines totaling $20 million against the bank’s then-CEO John Stumpf. But those fines, she points out, hardly made a dent in the estimated $130 million that Stumpf “walked away with in compensation when he resigned.”
Wells Fargo’s current CEO, Charles Scharf, appears to be doing his best to follow in Stumpf’s footsteps. Scharf’s gutted risk and complaint departments are cutting corners “to create the illusion of fewer complaints.” The reality: Those departments are closing complaint cases prematurely. In 2024, these and other sneaky moves helped Scharf pocket a sweet $31.2 million .
Our nation’s political leaders, says Wells Fargo employee and customer advocate Kieran Cuadras, need “to step up and do something about a CEO pay system that rewards executives with obscenely large paychecks for practices that harm workers and the broader economy.”
Where to start that stepping up? Lawmakers ought to be levying new taxes on corporations “with huge gaps between their CEO and worker pay,” Cuadras posits, and increasing an already existing tax on stock buybacks.
Moves like these, she astutely sums up, “would encourage companies to focus on long-term prosperity and stability rather than simply making wealthy executives and shareholders even richer.”
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