Tesla CEO Elon Musk’s record-breaking $56bn (£47bn) pay award will not be reinstated, a judge has ruled.
The decision in a Delaware court comes after months of legal wrangling and despite approval by shareholders and directors over the summer.
Judge Kathleen McCormick upheld her earlier ruling from January, in which she argued that the board was too influenced by Mr. Musk.
Tesla and Mr. Musk can still appeal the decision. Tesla has been contacted for comment.
Ms McCormick said the pay package would have been the biggest ever for a boss of a listed company.
It said Tesla failed to prove that the pay package, which dates back to 2018, was fair.
A shareholder vote on the payout in June passed by 75%, but Ms. McCormick disagreed that the pay should be that high, despite what she called “creative” arguments from Tesla’s lawyers.
“Even if a stockholder vote could have an affirmative effect, it cannot do so here,” he wrote in his opinion.
The judge also ruled against the Tesla shareholder who brought the case against Tesla and that Mr. Musk should receive $345 million in fees but not the $5.6 billion in Tesla shares he had sought.