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PHILIPPE Clement has revealed how giving the Rangers players cooking lessons has helped the Ibrox club to come to the boil ahead of their Premier Sports Cup final against Celtic at Hampden on Sunday. Clement’s side performed superbly in their Europa League league phase match against Spurs in Govan this evening and were unlucky to only draw 1-1 with their Premier League rivals at the end of the 90 minutes. The Belgian was delighted with how his charges, who will defend the League Cup they won last year against their city rivals this weekend, played against Ange Postecoglou’s men. He was particularly impressed with how his Nicolas Raskin acquitted himself in midfield and revealed how addressing his eating habits with the catering staff at Auchenhowie had helped his countryman to rediscover his best form. “The biggest difference with Nico is that physically he's taking really good steps,” he said. “He has spoken himself about his diet. That's also a thing which the club is helping with. “So the chef in the club helps Nico with his food. But it's not only with him. We're giving cooking lessons to all of the guys who don't have a wife or are single so they learn also now. “You can laugh with it. But those are important details, that they learn what the good food is, what they need to eat, not the wrong things. They learn something out of it that will help them also in the future if they have a relationship with somebody. “I know I never was good in that. So I get some stick about that with my wife. So it's good lessons from my side also. No, to stay serious, Nico, tactically is taking really big steps about what to do in which moment. And he's still a young player. “He didn't play this role so much, and for sure not at this level. But he's taking really good lessons and all staff is helping in that way. After every game, we are showing images of what was good and what can be better. “With a squad like that, you need to get all the details right because football is a game with a lot of details that you need to take control of, the things you can control. And Nico is learning really fast. “Same as with Dio [Mohamed Diomande], same with Conor Barron. All young midfielders, all exciting talents. It's about in the midfield, it's the engine of the team. “It's important to do the right things, the right moments, and like this, controlling the games really well. To take out transitions, to have good positioning, but also to be available and knowing where to play, where to play the balls. So, yeah, I'm really happy with the evolution of Nico, but not only him.” Rangers centre half John Souttar limped off in the first half and was replaced by Leon Balogun and Hamza Igamane, who scored at the start of the second half, also appeared to pull up with cramp before making way for Cyriel Dessers. Clement was unsure if the duo will be available to face Celtic at Hampden on Sunday when he spoke after the Spurs draw. “I cannot say anything for the moment,” he said. “I wish I could because that would ease my mind also towards tomorrow, but it's not the case. So we will see in the next two days how it is with them. “About freshness? We're not going to think about that. We're going to recover as fast as possible and we're going to throw all our energy into that game at Hampden. We want to give our fans again the good feeling that they had last season in this League Cup. “And this performance means that players can have a lot of belief in what they are doing individually and also together in the next couple of days and play a really good game against Celtic.”
Dec 3 (Reuters) - After a Delaware judge last January struck down CEO Elon Musk’s $56 billion pay package, Tesla’s board of directors faced a choice. The board could have reopened the complex process of negotiating a compensation deal with Musk, this time with guardrails in place to assure the plan would be deemed fair to all of Tesla’s shareholders despite Musk’s sway over the company. That option, as the electric vehicle maker eventually told shareholders in a proxy filing , opens new tab last April, had distinct disadvantages. It would have been time-consuming and potentially very expensive: Tesla told shareholders that it believed the company would have faced an accounting charge of more than $25 billion if it had adopted a new compensation package that granted Musk the stock options he had been promised in the pay plan rescinded by Delaware Chancellor Kathaleen McCormick. A newly negotiated plan, Tesla (TSLA.O) , opens new tab said in the proxy filing, might also have adverse tax consequences for both Musk and the company. The board's other choice was simply to ask shareholders to vote again on the pay package they had previously approved in 2018, but this time with beefed up disclosures, including the full text of McCormick’s opinion concluding that directors had breached their duties when they approved the deal for Musk. A new vote, Tesla said in the April proxy filing, would “cure” the court’s criticism and would “extinguish claims for a breach of fiduciary duty.” This so-called “ratification” of the previous shareholder vote had obvious advantages for the company, as Tesla told shareholders in the proxy statement. It was quick, which meant Musk would soon have a new pay package after working for six years without compensation. It also gave shareholders a voice. And it could save Tesla from shelling out billions of dollars in fees to the plaintiffs' lawyers who had challenged Musk’s pay, the company told shareholders, because those lawyers could no longer argue that they had saved Tesla billions of dollars by blocking the transfer of valuable options to Musk. Tesla acknowledged in its proxy filing that its ratification theory was “novel” and that Delaware courts might not agree with the company’s assessment of the theory’s viability and its impact on the case. But Tesla’s board told shareholders that its one-woman special independent committee had concluded — without even bringing in a compensation consultant — that ratification was the better course. The board told shareholders in the April proxy materials that it agreed. So, apparently, did shareholders, who voted resoundingly in favor of reconfirming Musk’s 2018 pay package at Tesla’s annual meeting in June. Tesla subsequently pointed to the second vote in filings asking McCormick to revise her original opinion because shareholders had once again approved Musk’s pay deal, this time in a fully informed vote. Tesla also said shareholder lawyers were entitled to no more than $54.5 million for their efforts. Tesla, in essence, wagered that it would rather test its novel ratification theory in Delaware courts than restart the process of setting Musk’s compensation. It lost that bet on Monday, when McCormick denied , opens new tab Tesla’s request for modification of her original opinion in light of the shareholder vote in June. McCormick concluded that Tesla’s theory — that a do-over vote by shareholders can effectively undo a judge’s post-trial court ruling — has no basis in common law, Delaware procedural rules, Delaware case law or even Delaware policy. The judge also said that even if Tesla’s board was right about the ratifying effect of shareholders’ second vote approving Musk’s pay package, that re-vote was tainted by the proxy statement’s overly confident depiction of the impact of the vote. Tesla said in a post on X that it plans to appeal McCormick’s new and original rulings to the Delaware Supreme Court, as my Reuters colleagues Tom Hals and Jon Stempel reported on Monday. So there is still a chance that Tesla’s ratification theory will ultimately prevail. There's also still a chance that Delaware's justices will overturn McCormick’s original holding that the board breached its duty in negotiating the 2018 compensation plan with Musk. (I received no response to my email query to Tesla and defense counsel from Cravath, Swaine & Moore and Quinn Emanuel Urquhart & Sullivan.) Nonetheless, after reading McCormick’s decision, I wondered whether Tesla and its CEO would have been better off if Tesla’s board had opted for renegotiation rather than pushing for McCormick to endorse its novel ratification theory. Remember, Tesla's directors did not need much convincing to reject that course based on accounting and tax considerations. But four law professors told me on Tuesday that if Tesla had reopened negotiations, it would probably have been able to formulate a new Musk compensation plan that could withstand court scrutiny. The professors — Stephen Bainbridge of the University of California at Los Angeles, Eric Talley of Columbia University, Ann Lipton of Tulane University and retired professor Charles Elson of the University of Delaware — said Tesla’s board would have needed to abide by standard corporate procedures, including the creation of a genuinely independent committee to negotiate with Musk. If the board had set up those guardrails, Talley said by email, it could have justified even a retroactive package that rewarded Musk for working without pay since 2018. “Keeping Elon happy (and not vengeful) at Tesla could easily provide a rational basis for making a retrospective award,” Talley said. He and Bainbridge noted an additional wrinkle: If Tesla’s board had waited until the company’s reincorporation in Texas to reset Musk’s compensation, the company might not have had to worry about all of Delaware’s rules for transactions involving a controlling shareholder. It’s not even clear, Bainbridge said, that Texas courts would deem Musk, who does not own a majority of Tesla’s shares, to be a controlling shareholder. “It would have been much cleaner to simply wait to do this after the move to Texas,” Bainbridge said. “It would have been better to start from scratch.” Read more: Delaware judge rejects Musk's $56 billion Tesla pay - again What is next for Musk after judge rules against him in Tesla pay case? Judge voids Elon Musk's 'unfathomable' $56 billion Tesla pay package Sign up here. Reporting By Alison Frankel Our Standards: The Thomson Reuters Trust Principles. , opens new tab Thomson Reuters Alison Frankel has covered high-stakes commercial litigation as a columnist for Reuters since 2011. A Dartmouth college graduate, she has worked as a journalist in New York covering the legal industry and the law for more than three decades. Before joining Reuters, she was a writer and editor at The American Lawyer. Frankel is the author of Double Eagle: The Epic Story of the World’s Most Valuable Coin.Brock Purdy will miss Sunday's game for the 49ers with a shoulder injury
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