U.S. Steel Deal, AT&T, BlackRock 12/3/24

David Faber (0:00)

Market insight and analysis. You're listening to the opening bell of CNBC's Squawk on the Street.

Carl Quintanilla (0:05)

Good Tuesday morning. Welcome to Squawk on the Street. I'm Carl Quintanilla with Jim Cramer, David Faber at Post 9 of the New York Stock Exchange. Pretty steady pre-market as we come off the 54th record high of the year for the S&P. Ten year below 4-2 as the market's a little more confident of a December cut. Powell speaks tomorrow. Our roadmap begins with the quote absolute corruption. Those comments from Tesla's Elon Musk vowing an appeal after a Delaware judge again blocked that 2018 $56 billion pay package.

David Faber (0:33)

Plus shares of US Steel are moving lower ahead of the open. The president-elect saying he is totally against the Nippon Steel acquisition and that his administration will block it. We're keeping an eye on shares of AT&T. Right now, they seem to be rallying. This, as the company says, anticipates more than $18 billion in free cash flow in 2027 Now, the cell phone and Fiber company laying out a three-year plan. We're going to speak to AT&T's CEO. I will speak to him. John, thank you a little later in the morning.

Jim Cramer (1:03)

Yeah, cool, man.

David Faber (1:04)

Thank you.

Carl Quintanilla (1:05)

Let's begin, though, with Elon Musk's multi-billion-dollar pay package, as we said. Again, rejected by a Delaware judge for a second time. Actually, a lot of Tesla news, Jim, between the China sales, some of these reports on SpaceX valuations.

Jim Cramer (1:17)

I mean, again, we need to do that Tesla streaming show for a couple hours because it really is that great. Now, I will tell you, I would literally, if we had that show, read this incredible ruling because it is one of the funniest, most anti, in a very veiled way, David, Elon Musk document. But basically, it's saying the whole thing is just a sham. It was a sham before, it was a sham after, and the only thing that should really spend a lot of attention, the chancellor talks about, is the fees. The fees is kind of like a mock ruling. The fees are okay, but the main thing, on page 34, the stockholder vote alone cannot ratify a conflicted control or transaction. It's basically saying that he did the same thing again. He and the board did the same thing again, and it's basically a sham. Now, I think I will come back and say, can I please have a sham for everything my trust owns?

But what, what do you, what? The Musk is great. I don't care what she's, Musk is like unbelievable. He created a huge amount of value, and it just doesn't matter. What matters is form over substance. Form versus substance.

David Faber (2:29)

I know, it's somewhat unexpected. I think there was an expectation that the second time around, this pay package having been ratified by the shareholders, the judge would sign off on it. So I do believe it's a bit of a surprise in the opinion here. This is Judge McCormick or Chancellor McCormick. Our viewers may recall, of course, she sat over the Twitter trial, if you remember, as well. She must have gotten very frustrated over that, perhaps. But in this case, what will happen is the following. It's going to be appealed to the Supreme Court in Delaware and could very well be overruled. So, we'll see, obviously, Tesla says the decision is wrong. They already have told us they're going to appeal. By the way, we talk about, and I know we keep 56 billion. It's not 56 billion as we've made very clear to our viewers any number of times when you do the math. It's $101.4 billion. There's a look at Tesla's, what they're saying and what their expectation is. I've been following this, as you guys know fairly closely, was certainly following the vote, met with Robin Denholm, the chairman of Tesla when they were making sure they had enough shareholders and they won by a wide margin in terms of those who were against it. There's the math.

It's another 100 plus billion to Musk, not 56, 100 plus. 303.9 million shares, exercise price is 2334 You can all do the math in terms of where the stock is as of the close yesterday, and that's what you get. So that's a lot of money at stake for him. Not that he needs it, he is the world's richest man. And by the way, SpaceX now getting a valuation, this is according to other published reports, that could be as much as $350 billion. Not to mention my reporting on XAI, which is now at some $50 billion, and very likely headed up from there. So it's not as though he's in need of the money, but shareholders have said pay him.