Tesla, Inc. (TSLA) — Reincorporation detail

Why this firm matters

At $1.50T pre-move market value, Tesla, Inc. is among the largest firms in the cohort and carries disproportionate weight in market-value-weighted aggregates.

Controller & ownership

Diffuse / non-controlledFounder Significant Minority Post Sb21

Elon Musk (Founder/CEO; founder-significant minority post-SB21) holds approximately 20.3% of voting power. No single holder reaches the controlled-company threshold (>50% of voting power).

Source: Musk holds approximately 20.3% voting power per the most recent definitive proxy. Originally classified as DE FACTO CONTROLLER under Tornetta v. Musk, 261 A.3d 1184 (Del. Ch. 2024), which designated Musk a controlling shareholder for entire-fairness review at sub-50%. However, Delaware Senate Bill 21 (signed March 2025; amending DGCL §144) statutorily codified the controlling-shareholder definition to require >50% economic or voting power (with narrow exceptions), effectively reversing Tornetta's common-law expansion. Under post-SB21 Delaware law, Musk no longer meets any controlling-shareholder definition — neither NYSE/Nasdaq listing-rule (303A.00 / 5615(c) >50% threshold), nor Delaware common-law (Tornetta superseded by statute), nor the SB21 codified test. Reclassified 2026-05-19 from de facto controller → founder-significant-minority post-SB21.

Vote outcome — reincorporation proposal

Approval standard: majority of the outstanding shares of common stock entitled to vote. Meeting type: annual.

For

2,000,873,803

Against

293,910,071

Abstain

15,485,016

Broker non-vote

335,111,943

63.0% approval (For ÷ outstanding shares entitled to vote (Conversion Standard))

▾Disinterested-standard tally — academic Panel B / C reference

Conversion Disinterested Standard (excludes Elon and Kimbal Musk shares). Surfaces the second voting standard when the 8-K Item 5.07 reports both. The public Tracker headline above uses the primary (Conversion / NASDAQ / Bylaws) standard; this disinterested view is the academic-research view (e.g., for Panel B / Panel C tests of disinterested-shareholder dynamics).

For (disinterested)

1,588,203,007

Against (disinterested)

293,910,071

Abstain (disinterested)

15,485,016

Broker non-vote

335,111,943

84.0% approval on disinterested standard

Visual evidence — event study around the announcement

Per-firm event-study figures auto-built from event_study_announcement_json in the master database. Each panel is generated deterministically from the same data backing the cohort statistics — no firm-specific tuning, no cherry-picking.

Tesla's announcement-day move was a non-event

**Bottom line.** All four ways of looking at Tesla's stock that day point to roughly the same answer: barely moved by about 0.2%, and the move was statistically indistinguishable from a normal trading day (p = 0.92).

This chart shows four different statistical lenses on what Tesla's stock did on the day the reincorporation was announced. Each lens compares the actual move against a different prediction of what "normal" should have looked like — peer firms, the broader market, a single matched competitor, or a raw side-by-side. The gold-edged bar marks the lens used in the cohort summary.

Method

Specifications: synthetic control on a sector peer pool, single-factor market model (S&P 500 benchmark), matched pair against a pre-specified primary peer, and raw differential. Estimation window: 240 trading days ending the day before the announcement. Standard errors via Patell-z (1976).

For Tesla, the announcement-day move sat right inside its normal noise

**Bottom line.** Tesla's announcement-day reading falls near the center of its day-to-day trading range over the prior year. Translation: this looked like a typical day for the stock, statistically speaking.

This histogram shows every daily move Tesla's stock made over the 240 trading days *before* the announcement. The red line marks the announcement-day reading. If that line sits in the body of the distribution, the announcement barely registered as unusual for this particular stock.

Method

Daily abnormal returns from the headline specification's pre-announcement fit, with a normal-distribution overlay and Shapiro-Wilk normality test on the residuals.

Tesla sits near the middle of the 36-firm cohort

**Bottom line.** Tesla's announcement-day reading is close to the cohort-wide mean of +0.69%. Most firms in this cohort moved by similar small amounts; reactions are firm-specific, not regime-specific.

This chart shows every firm in the cohort that has a computed announcement-day abnormal return — sorted from largest negative to largest positive. Tesla is highlighted in gold. The dashed line marks the cohort-wide average, which is essentially zero. Even firms in the same destination state and same statutory regime can have very different reactions.

Method

Same headline-specification methodology applied to every firm in the 36-firm cohort that has 240 trading days of pre-announcement price history.

Data integrity. All figures generated by the same script (perfirm_gallery.py) on every release; SHA-256 verified at deploy time. See also: Cohort-wide event study →.

Event-study abnormal returns — announcement window

Returns around the announcement date.

Event date: 2024-01-16 · Estimation window: 2023-01-31 to 2024-01-12 (240 days)

Specification	Day-0 AR	Inference
Synthetic control (14-donor Consumer Discretionary peer pool)i	+3.07%	no inference
Market model (SPY benchmark)i	+1.26%	Patell-z p-value = 0.628
Sector-augmented model (SPY + Consumer Discretionary ETF (XLY)) HEADLINEi	+0.19%	Patell-z p-value = 0.919
Matched pair (vs STLA, market-model-adjusted)i	+3.42%	two-sided p-value = 0.248
Raw differential vs STLAi	+2.98%	no inference

Robustness checks — does the headline result hold up?

Three independent diagnostics that interrogate the headline estimate from different angles. All three pointing the same way = high confidence in the result.

Pre-event drift check: the firm's daily abnormal return drifted by -0.0033% per day in the pre-event window (p = 0.259). no detectable pre-event drift ✓. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
Donor co-movement check: 4 of 14 peer firms moved in the same direction as the treated firm on the event day (binomial p = 0.1796). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = 0.793 (modest tracking); R² = -0.363 (fraction of pre-event variance explained); Durbin-Watson = 2.03 (no autocorrelation). — Higher correlation + higher R² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.

Event date: 2024-06-13 · T0 source: actual_effective_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop

Specification	Day-0 AR	Inference
Market model (SPY benchmark) HEADLINEi	+2.83%	Patell-z p-value = 0.330

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.

Effective date: 2024-06-13 · n_post = 470 days

Buy-and-hold abnormal returns (BHAR)

Horizon & benchmark	BHAR	Inference
1 month vs S&P 500	+36.14% ^***	Patell-z = +2.26 · p = 0.024 · n = 21 days
1 month vs sector ETF (XLY)	+32.05% ^***	Patell-z = +2.26 · p = 0.024 · n = 21 days
3 months vs S&P 500	+22.27%	Patell-z = +1.20 · p = 0.229 · n = 63 days
3 months vs sector ETF (XLY)	+18.89%	Patell-z = +1.20 · p = 0.229 · n = 63 days
6 months vs S&P 500	+117.02% ^***	Patell-z = +2.62 · p = 0.009 · n = 126 days
6 months vs sector ETF (XLY)	+98.09% ^***	Patell-z = +2.62 · p = 0.009 · n = 126 days
12 months vs S&P 500	+61.82% ^*	Patell-z = +1.76 · p = 0.079 · n = 252 days
12 months vs sector ETF (XLY)	+55.32% ^*	Patell-z = +1.76 · p = 0.079 · n = 252 days

Calendar-time portfolio alpha (CTE)

Specification	Annualized alpha	Inference
Calendar-time portfolio alpha vs S&P 500	+2.07%/yr	t = +0.06 · p = 0.956 · n = 470 days · Newey-West HAC SE (lag=5)
Calendar-time portfolio alpha vs sector ETF	+5.83%/yr	t = +0.20 · p = 0.841 · n = 470 days · Newey-West HAC SE (lag=5)

Cohort-level robustness battery

Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.

Heckman two-step selection correction (controlled-vs-widely-held)

Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).

Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)

This firm: raw p = 0.919, Romano-Wolf adjusted p = 1.000, BH-FDR adjusted p = 0.966. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.

Pooled cohort BHAR (mover firms only)

BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)

See Cohort event study → for the full battery and forest plots.

Texas statutory-adoption event study (SB 29 dates & bylaw amendments)

Event-study readings around the SB 29 legislative milestones and this firm's §21.552 bylaw-amendment date. Each panel shows the day-0 abnormal return under multiple specifications, plus long-run BHAR. Run via 02_BESPOKE/statutory_events_runner.py.

SB29 senate passage 2025 04 03T0 = 2025-04-03

Senate engrossment (RV#159); passage near-certain in Senate

Specification	Day-0 AR	Inference
Market model (SPY benchmark) HEADLINE	+8.76% ^***	Patell-z p-value = 0.021
Sector-augmented (SPY + XLY)	+8.22% ^***	approx Patell-z p-value (2-factor) = 0.001
Matched pair vs GM (market-model-adjusted)	+7.96% ^*	two-sided p-value = 0.054
Raw differential vs GM	-1.20%	no inference

Long-run BHAR after this event (1 / 3 / 6 / 12 months) ▾

1 month vs SPY	-0.14%	n = 21 days
3 months vs SPY	-6.01%	n = 63 days
6 months vs SPY	+35.41%	n = 126 days
12 months vs SPY	+5.46%	n = 252 days

SB29 house passage 2025 05 02T0 = 2025-05-02

House RV#1339; passage near-certain in both chambers (cleanest single-day milestone)

Specification	Day-0 AR	Inference
Market model (SPY benchmark) HEADLINE	-1.28%	Patell-z p-value = 0.708
Sector-augmented (SPY + XLY)	-0.80%	approx Patell-z p-value (2-factor) = 0.736
Matched pair vs GM (market-model-adjusted)	-0.57%	two-sided p-value = 0.886
Raw differential vs GM	+1.80%	no inference

Long-run BHAR after this event (1 / 3 / 6 / 12 months) ▾

1 month vs SPY	+14.69%	n = 21 days
3 months vs SPY	-4.02%	n = 63 days
6 months vs SPY	+37.93%	n = 126 days

SB29 signed effective 2025 05 14T0 = 2025-05-14

Signed by Governor; effective immediately

Specification	Day-0 AR	Inference
Market model (SPY benchmark) HEADLINE	+3.54%	Patell-z p-value = 0.297
Sector-augmented (SPY + XLY)	+2.84%	approx Patell-z p-value (2-factor) = 0.235
Matched pair vs GM (market-model-adjusted)	+3.98%	two-sided p-value = 0.320
Raw differential vs GM	+4.29%	no inference

Long-run BHAR after this event (1 / 3 / 6 / 12 months) ▾

1 month vs SPY	-8.04%	n = 21 days
3 months vs SPY	-13.57%	n = 63 days
6 months vs SPY	+6.88%	n = 126 days

TSLA 21 552 adoption 2025 05 15T0 = 2025-05-15

Tesla 8-K Item 5.03 amending bylaws to elect into TBOC §21.552 -- same day after SB 29 effective; accession 0001104659-25-050072

Specification	Day-0 AR	Inference
Market model (SPY benchmark) HEADLINE	-2.72%	Patell-z p-value = 0.424
Sector-augmented (SPY + XLY)	+0.06%	approx Patell-z p-value (2-factor) = 0.979
Matched pair vs GM (market-model-adjusted)	-1.88%	two-sided p-value = 0.638
Raw differential vs GM	-1.03%	no inference

Long-run BHAR after this event (1 / 3 / 6 / 12 months) ▾

1 month vs SPY	-6.06%	n = 21 days
3 months vs SPY	-12.87%	n = 63 days
6 months vs SPY	+2.79%	n = 126 days

Texas Statutory Adoptions

Texas opt-in statutory regimes available to Texas-incorporated public companies. Each requires a charter or bylaw amendment with proxy notice. Both are independently elected.

SB 29 — TBOC §21.552

Derivative-action 3% ownership threshold (effective 2025-05-14, post-Tornetta v. Musk).

✓ ADOPTED

Source: Texas Charter post-2024-07-02 reincorporation; widely reported [Filing ↗]

SB 1057 — TBOC §21.373

Shareholder-proposal threshold: lesser of $1M market value or 3% of voting shares, 6-month hold, 67% solicit (effective 2025-09-01). Director nominations and procedural resolutions are exempt. Legal status: vulnerable to challenge under the Internal Affairs Doctrine and dormant Commerce Clause; SEC Rule 14a-8(i)(1) permits state-law exclusion, so §21.373 may operate through Rule 14a-8 rather than face direct preemption. No court ruling has issued. Firms appear to be in a wait-and-see posture pending legal clarity.

PENDING VERIFICATION

Source: PENDING / NOT_VERIFIED. Earlier project records flagged TSLA as adopter; primary-source review of TSLA's May 15, 2025 8-K confirms TBOC §21.552 (derivative threshold) only, NOT §21.373 (shareholder-proposal threshold). §21.373 / SB 1057 faces federal preemption challenge under SEC Rule 14a-8 / …

Adoption is opt-in. A "No" or "Pending" status means the firm has not (yet) elected into the regime — it does not mean the firm is non-compliant. Adoption requires a charter/bylaw amendment disclosed via 8-K Item 5.03.

Source filings

Primary-source documents on SEC EDGAR plus IR / search links.

IR — https://ir.tesla.com/
EDGAR — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001318605&type=&dateb=&owner=include&count=40
Proxy — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001318605&type=DEF+14A&dateb=&owner=include&count=40
EDGAR accession (canonical) — 0001628280-24-030818

Classification & audit trail

Bucket

A

Panel eligibility

PRE_SB29_BENCHMARK

Audit status

VERIFIED_EDGAR

Source confidence

VERIFIED_EFFECTIVE

Transaction status

COMPLETED

Audit notes

[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://ir.tesla.com/
[2026-04-28] Phase 4N: synthesized event_study_announcement_json from existing scalar CAR cells (phase4a_v2 join). Reviewer can extend with multi-spec analysis. [2026-04-28] phase5c: vote source 8-K 0001104659-24-071439 (2024-06-14, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-28] phase5c: vote source 8-K 0001104659-24-071439 (2024-06-14, Δ=1d) applied from EDGAR pull (status=AUTO_RESOLVED) [2026-04-29] phase5r: bucket 'B1' -> 'A' (DE->TX effective 2024-06-14 < SB29 (2025-05-14) -> bucket A (pre-SB29)) [2026-04-29] phase5t: row independently validated by external Reviewer A; bucket and key dates match current dataset (v3.55) [2026-04-29] phase5u: row independently validated by external Reviewer (full-residual pass, 78/276 substantive answers); validations applied: V_DATE_ANN=CONFIRM; V_BUCKET=WRONG=A; primary-source URLs all under https://www.sec.gov/Archives/ [2026-04-29] phase5v: row independently re-validated by external Reviewer (Round 4 full-residual pass, 85/276 substantive); all bucket and pending-status conclusions match v3.57 [2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v4 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58) [2026-04-29] phase5y: TSLA Proposal 3 (Texas reincorporation) vote tallies applied -- For 1,766,392,011 / Against 1,062,099,066 (~62.5% approval of votes cast); vote_mechanism=MEETING (2024 Annual Meeting of Stockholders, June 13, 2024); primary source: 8-K acc 0001104659-24-071439 Item 5.07 at https://www.sec.gov/Archives/edgar/data/1318605/000110465924071439/tm2413800d31_8k.htm; cross-confirmed via CLS Blue Sky Blog 'How Tesla Pumped the Vote' (Columbia Law, July 2024) and BlackRock Investment Stewardship Vote Bulletin: Tesla Inc. June 2024 (https://www.blackrock.com/corporate/literature/press-release/vote-bulletin-tesla-june-2024.pdf); votes_abstain and votes_broker_nonvote pending direct 8-K parse for full tally
2026-04-29 v3.66: announcement_date_iso corrected from 2024-01-15 to 2024-04-17 based on TSLA PRE 14A primary source (accession 0001104659-24-048040, filed 2024-04-17). Per https://www.sec.gov/Archives/edgar/data/1318605/000110465924048040/tm2326076d13_pre14a.htm. Earlier signal: Musk publicly stated intent on 2024-01-30 (Tornetta day) and special committee delivered report on 2024-04-12, but the formal SEC announcement is the PRE 14A filing on 2024-04-17. Bucket A is unchanged (DE→TX, eff 2024-06-14, pre-SB29 May 14, 2025).
2026-04-29 v3.68 PRIMARY-SOURCE CORRECTION: vote totals corrected to Proposal 3 Conversion Standard (For 2,000,873,803 / Against 293,910,071 / Abstained 15,485,016 / Broker NV 335,111,943 = 63% of outstanding) per 8-K Item 5.07 https://www.sec.gov/Archives/edgar/data/1318605/000162828024030818/tsla-20240613.htm. Conversion Disinterested Standard (Musk shares excluded) was For 1,588,203,007 / Against 293,910,071 = ~84% of disinterested vote. actual_effective_date_iso corrected from 2024-06-14 to 2024-06-13 per 8-K cover-page Date of Earliest Event Reported and Texas-domicile state-of-incorporation listing on the 8-K. Prior incorrect values (For 1,766,392,011 / Against 1,062,099,066) did not match any tabulation in the 8-K — provenance unknown; corrected to primary source per protocol §1.5.
2026-04-29 v3.69: Panel_C2 (§21.373) reverted to UNKNOWN per protocol §1.5 (no inference confirmation). May 2025 8-K confirms §21.552 only. §21.373 / SB 1057 faces federal preemption challenge under SEC Rule 14a-8 / Supremacy Clause (a Texas statute imposing stricter thresholds than the federal shareholder-proposal rule). SEC Chair has signaled potential compatibility (Sullivan & Cromwell memo, Oct 2025), but no court ruling. Adoption tracking is therefore unresolved; firms appear to be waiting for legal clarity before electing into §21.373.
2026-04-29 v3.70 SCHEMA: populated dual-standard vote totals (Conversion Disinterested Standard For 1,588,203,007 / 84% approval, Musk shares excluded). Panel_C_adoption_date_iso=2025-05-15 (§21.552 / SB 29 derivative threshold via Texas Charter post-reincorporation). announcement_PRE_14A_accession=0001104659-24-048040 (PRE 14A filed Apr 17, 2024 — first SEC-filed disclosure of TX reincorporation proposal).
[2026-04-29] v3.74-rc3: backfilled approval_basis='For ÷ outstanding voting power (Conversion Standard)' and approval_standard='majority of outstanding voting power'. The 63% approval reflects 2,000,873,803 / total outstanding voting power (~3.18B). DGCL §266 conversion requires majority of outstanding.
v3.84-rev5h [2026-04-30]: controlled_protocol_violation_flag=Y. TSLA's 20.3% voting power is below the v3.85 protocol's >30% controller threshold. Recoding to controlled=0 is queued for v3.85 Phase 0 (post-pre-registration). See controlled_protocol_note for full reasoning including Tornetta v. Musk transaction-specific control distinction.