Musk is convincing Tesla investors to back his pay. Now he must persuade a judge.

　　WILMINGTON, Delaware (Reuters) - Tesla (TSLA) appears to have convinced an army of small investors and major funds to ratify Elon Musk's $56 billion pay package. Now comes the harder part: persuading an already skeptical Delaware judge to recognize it.

　　Musk on Wednesday evening said that shareholders were voting in favor of both the pay package and a board-sponsored move of Tesla's legal home to Texas from Delaware. Official vote results are due at the company's annual meeting on Thursday.

　　Tesla CEO Elon Musk. (Reuters)

　　Musk is the driving force of Tesla and responsible for many of its advances, leading to vocal support for the pay package especially among small shareholders. Still, sales and stock price have fallen recently, adding to concerns that produced a concerted 'no' vote.

　　Before Tesla can give shares to Musk, there will likely be months of litigation over the pay ratification vote, Musk's efforts to rally shareholders in support of his compensation and the appeal of the original ruling, four months after a Delaware judge voided the pay package.

　　A final legal result in Musk's favor is not certain and will not be quick.

　　Judge Kathaleen McCormick of Delaware's Court of Chancery rescinded the pay package in January because she found that Musk improperly controlled the 2018 board process to negotiate it. She also ruled that Tesla failed to fully inform investors before they voted for it.

　　“A vote by shareholders wouldn‘t cause an automatic reversal of Chancellor McCormick’s decision. We are in uncharted waters here,” said Samantha Crispin, corporate attorney at Baker Botts.

　　As Tesla sees it, Thursday's shareholder vote essentially reached back in time and corrected the 2018 shareholder vote by disclosing enormous amounts of information to investors, including McCormick's 200-page ruling.

　　Tesla argued it corrected the problem of Musk's domination of the process to negotiate the pay package as well. It created a special committee eventually composed only of Kathleen Wilson-Thompson, an independent board member, who reviewed the 2018 pay deal and decided it was in the best interest of shareholders.

　　But Tesla also acknowledged in securities filings that a favorable ratification might not resolve the pay dispute. Ratification is primarily seen as a tool for fixing problems such as technical glitches in corporate documents.

　　Many major shareholders and some smaller ones voted against the pay package, frustrated by the size of the award, slowing business at Tesla and Musk's growing list of distractions, including businesses in rockets, AI, social media, neuroscience and tunnel digging.