I asked ChatGPT to write California Corporations Code Section 309 at a ninth grade level – here is the easier-to-read result

In summary California Corporations Code Section 309 basically states the business judgment rule from a California statutory perspective, for directors (and more often also for officers as determined by Courts and regulatory agencies). The following are a link to Section 309, the statutory wording of Section 309, and an answer by ChatGPT 4 when asked to write Section 309 at a ninth grade level (why did I use the ninth grade level – because often laws, statutes and regulations are written in convoluted legalese and shouldn’t be, and aren’t understood or clear or complete).

Link to Cal. Corp. Code Section 309: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=309.

Statutory wording of Cal. Corp. Code Section 309:

(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and its shareholders and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

(b) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented.

(2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence.

(3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence,

so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

(c) A person who performs the duties of a director in accordance with subdivisions (a) and (b) shall have no liability based upon any alleged failure to discharge the person’s obligations as a director. In addition, the liability of a director for monetary damages may be eliminated or limited in a corporation’s articles to the extent provided in paragraph (10) of subdivision (a) of Section 204.

Query to ChatGPT 4: “write california corporations code section 309 at ninth grade level”

Response by ChatGPT 4:

California Corporations Code Section 309 talks about the responsibilities of directors in a corporation. Here’s a simplified explanation at a ninth-grade reading level:

Section 309: Duties of Directors

Directors of a corporation must act in a way that they believe is best for the company and its shareholders. They should:

  1. Make Informed Decisions: Directors need to use good judgment, care, and knowledge, like any reasonable person would in a similar position. This means they should learn about the issues they vote on and consider expert advice if needed.
  2. Act in Good Faith: Directors must always act honestly and with the company’s best interests in mind. They should not use their role to benefit themselves unfairly or harm the company.
  3. Rely on Trusted Sources: Directors can rely on information or advice from employees, professionals (like accountants or lawyers), or committees, as long as they believe these sources are reliable and competent.

If directors follow these rules, they usually won’t be held personally responsible for decisions that don’t turn out well, as long as they acted responsibly and honestly.

Thus, Section 309 can sound pretty clear. But of course it must be applied to the facts and circumstances of each situation, and sometimes directors and officers and other “deciders” don’t communicate well with each other in meetings and in other situations, and sometimes they might need legal help in those situations.

Send me an email if you have legal questions about these issues – if I cannot help you I will try to refer you to another person who might be able to help you. dave@tateattorney.com

I have also attached below scans of my page 1 slides for a definition of the term governance and a simple risk and uncertainty management process:

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Trust, estate, probate, will, fiduciary and elder abuse disputes, litigation, trials and law – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, challenging and contentious administrations, and personalities, people and relationships, mental and physical health, limitations and capacity, undue influence and fraud; and and mediator services.

Business litigation and internal business and co-ownership disputes, litigation, trials and law, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, legal risk management, and personalities, people and relationships; and mediator services.

Governance, law, legal risk management processes, compliance and success, audits and auditing, internal controls, executive officers, boards, directors, audit and governance committees, investigations, publicity rights, AI, defamation and First Amendment, legislation, statutes and laws, regulations, and headline news, and issue, people and relationship effective meetings, discussions and deliberations, debates and debating, communications, and wording and use of words.

Real property disputes, litigation, trials and law – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong, and mediator services.

Mediator and mediator and dispute resolution services (evaluative and facilitative).

  • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
  • Business, breach of contract/commercial, owner, shareholder, investor, etc.
  • D&O, board, audit and governance committee, accountant and CPA related.
  • Other: workplace and employment, environmental, trade secret.
  • Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, evidence, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

California High Speed Rail – can it be saved, can it be completed, is it sustainable, is it legal . . . let’s apply a risk management process

It is well-known that the California High Speed train is significantly over the costs and behind the construction and completion schedule that were approved, possibly with no end in sight. It would have been better for the project to be completed in stages that would have been economically and passenger worthwhile. For example, I read the High Speed Authority reports from time to time, aside from the fact that they are written like push promotions, sometimes there are worthwhile comments such as that the train will not be profitable (if at all) until the line into the Bay Area is completed. The problems with the project are too many to list – I prefer to deal with the current state of the project as a whole and where it might or might not go from this point.

I do favor some form of high speed transportation in Northern California linking the central valley to the Bay Area. I cannot currently speak about the prospects for Southern California; however, as Southern California is more geographically spread out, it is more difficult to build a line that will effectively serve high density business and population areas. I do wish that the initial rail line into the Bay Area was over the Altamont Pass instead of up through the Gilroy southern route (or actually, both routes are needed).

I have pasted below a scan and a link to a californiaglobe.com article discussing some of the cost overruns and time delays. The entirety of the project was projected to cost $33 billion and was to be completed (LA to San Francisco) by 2028. The current cost projection is $135 billion with only Bakersfield to Merced to be completed perhaps by approximately 2033. Based on history, I would expect both of those projected costs and the delays to increase. Further, the project basically has to continually obtain new funding to build additional construction – that is, the money to build further isn’t there, but must be obtained, and obtained again, and obtained again on an ongoing basis for there to be additional construction.

In any event, with the costs and delays the project is not what was approved in 2008, or anywhere close to what was approved, which perhaps presents an interesting legal issue: at what point, if any, does or can a project or its costs become deemed not approved by the voters due to significantly different or changed actual facts?

However, the current situation does present a good opportunity for the High Speed Authority to discuss and justify the current status and the eventual projections for the completion of the project (or if only projected partial completion v. full completion), including projected costs, timing, ridership, costs to operate, anticipated revenue, sustainability, etc., that are realistic and verifiable. I recommend a risk management process approach – as one example, I have also pasted below my risk management processes slide.

Upcoming Department Of Government Efficiency to Take Aim at California High Speed Rail

My 11-point simple risk management slide:

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Trust, estate, probate, will, fiduciary and elder abuse disputes, litigation, trials and law – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, challenging and contentious administrations, and personalities, people and relationships, mental and physical health, limitations and capacity, undue influence and fraud; and and mediator services.

Business litigation and internal business and co-ownership disputes, litigation, trials and law, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, legal risk management, and personalities, people and relationships; and mediator services.

Governance, law, legal risk management processes, compliance and success, audits and auditing, internal controls, executive officers, boards, directors, audit and governance committees, investigations, publicity rights, AI, defamation and First Amendment, legislation, statutes and laws, regulations, and headline news, and issue, people and relationship effective meetings, discussions and deliberations, debates and debating, communications, and wording and use of words.

Real property disputes, litigation, trials and law – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong, and mediator services.

Mediator and mediator and dispute resolution services (evaluative and facilitative).

  • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
  • Business, breach of contract/commercial, owner, shareholder, investor, etc.
  • D&O, board, audit and governance committee, accountant and CPA related.
  • Other: workplace and employment, environmental, trade secret.
  • Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, evidence, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

The Business Law class topics – the following is a list of the 9 outlines of topics that I covered:

The Business Law class topics – the following is a list of the 9 outlines of topics that I covered:

First major topics – courts, jurisdiction, due process, standing, laws, legal research, constitution

Second major topics – legal forms of doing business, corporations, sole proprietorships, LLCs, partnerships, limited partnerships, LLPs, nonprofits

Third major topics – contracts and agreements

Fourth major topics – UCC, sale of goods, leases of goods or personal property, and related warranties

Fifth major topics – litigation, procedures, pleadings, discovery, evidence, testimony, demonstrative evidence, direct examination, cross-examination, burdens and presumptions, dispositive motions, dispute resolution, trials

Sixth major topics – agency, employer and employee, employment opportunity, and workplace

Seventh major topics – intellectual property; trade secret; patent; trademark, copyright, personal publicity, NIL

Eighth major topics – intentional torts and negligence, product and strict liability, criminal law and cybercrime

Ninth major topics – administrative law and regulatory agencies, consumer protection and product safety, environmental protection, antitrust law and unfair trade practices

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Trust, estate, probate, will, fiduciary and elder abuse disputes, litigation, trials and law – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, challenging and contentious administrations, and personalities, people and relationships, mental and physical health, limitations and capacity, undue influence and fraud; and and mediator services.

Business litigation and internal business and co-ownership disputes, litigation, trials and law, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, legal risk management, and personalities, people and relationships; and mediator services.

Governance, law, legal risk management processes, compliance and success, audits and auditing, internal controls, executive officers, boards, directors, audit and governance committees, investigations, publicity rights, AI, defamation and First Amendment, legislation, statutes and laws, regulations, and headline news, and issue, people and relationship effective meetings, discussions and deliberations, debates and debating, communications, and wording and use of words.

Real property disputes, litigation, trials and law – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong, and mediator services.

Mediator and mediator and dispute resolution services (evaluative and facilitative).

  • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
  • Business, breach of contract/commercial, owner, shareholder, investor, etc.
  • D&O, board, audit and governance committee, accountant and CPA related.
  • Other: workplace and employment, environmental, trade secret.
  • Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, evidence, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

An Administrative Agency Regulation (or Legislation, Statute, or Ordinance) – Is It Valid or Not?

We all know that regulations (and legislation, statutes and ordinances) are pervasive in California from state, federal and local government. To a certain extent all regulation sets compliance requirements, limitations, and standards. With respect to all and each proposed and actual regulation, and legislation, statute and ordinance, it is appropriate and indeed legally prudent and necessary to ask whether the proposed or actual regulation, etc., will be or is legally valid. Of course, each proposed and actual regulation, and legislation, statute and ordinance must be evaluated on a case-by-case basis. However, for example, the following are some of the arguments that might be made against the validity of an administrative agency regulation and provisions therein (see also separate Tate materials discussing legal grounds to invalidate a law, statute, legislation or ordinance):

Ultra Vires (the regulation exceeds the agency’s statutory authority) – the regulation goes beyond the scope of the enabling statute that created the agency, exceeding the powers explicitly granted to it by the legislature or other authority that created the agency. Also consider that the agency interpreted the agency authority or creating statute too broadly, creating rules not directly related to the statute’s or the agency’s intended purpose; and that the agency authority or creating statute might be unlawfully or too broad, vague, ambiguous, etc.

Procedural Defects – failure to properly follow the federal APA’s or California APA’s rulemaking process, including inadequate notice, public comment period, or analysis of potential impacts. 

Arbitrary and Capricious – the regulation is based on unreasonable or illogical reasoning, lacking a rational connection to the facts. Also consider lack of substantial evidence in the administrative record to support the regulation. Consider that the regulation is not reasonably necessary to achieve the stated purpose of the statute (e.g., what is the stated purpose of the statute, and how does the regulation achieve that stated purpose?).

Unnecessary Burden – the regulation imposes undue burdens on regulated parties without a clear benefit or justification in support of the stated purpose of the statute. 

Discriminatory Impact – the regulation unfairly targets a specific group or class of protected persons.

Conflict with Existing Law – the regulation conflicts with or contradicts existing state statutes or other regulations; the agency’s interpretation of the law is inconsistent with established precedent.

Conflict of Interest; Bias – the regulation, or its provisions or a significant provision, or its promotion or enactment were influenced by impermissible or misleading conflict of interest, bias or persuasion.

Administrative Review – first attempt to challenge the regulation within the agency itself, often through a petition for reconsideration or an internal appeal process. 

Judicial Review – if the agency does not address concerns, file a lawsuit in court seeking a writ of mandate to overturn the regulation.

Standard of Review – courts have generally given deference to agency interpretations of law, but will scrutinize regulations that appear to be arbitrary, capricious, or beyond the agency’s authority. This is a developing area – traditional deference to the agency may not apply or may not apply as strongly as in the past. Also consider burden of proof.

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Trust, estate, probate, will, fiduciary and elder abuse disputes, litigation, trials and law – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, challenging and contentious administrations, and personalities, people and relationships, mental and physical health, limitations and capacity, undue influence and fraud; and and mediator services.

Business litigation and internal business and co-ownership disputes, litigation, trials and law, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, legal risk management, and personalities, people and relationships; and mediator services.

Governance, law, legal risk management processes, compliance and success, audits and auditing, internal controls, executive officers, boards, directors, audit and governance committees, investigations, publicity rights, AI, defamation and First Amendment, legislation, statutes and laws, regulations, and headline news, and issue, people and relationship effective meetings, discussions and deliberations, debates and debating, communications, and wording and use of words.

Real property disputes, litigation, trials and law – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong, and mediator services.

Mediator and mediator and dispute resolution services (evaluative and facilitative).

  • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
  • Business, breach of contract/commercial, owner, shareholder, investor, etc.
  • D&O, board, audit and governance committee, accountant and CPA related.
  • Other: workplace and employment, environmental, trade secret.
  • Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, evidence, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

The status of California’s new laws to regulate and control internet speech: AB 2655 and AB 2355 (enacted), SB 1047 (vetoed), AB 2839 (temporarily blocked by the Court)

Actual fraud on the internet is a definite issue and concern, and sometimes a problem not only as a tool for propaganda and persuading and influencing people but also for mental health. Fraud can be committed by people or persons and by governments. For the purpose of this discussion, I will use the definition of fraud provided by California Civil Jury Instruction 3116:

“Fraud” means an intentional misrepresentation, deceit, or concealment of a material fact with the intention of depriving [name of plaintiff/decedent] of property or of a legal right or otherwise to cause [name of plaintiff/decedent] injury.

However, I will add that when drilling down into case law sometimes “fraud” can also be found in other circumstances including just for example, in some circumstances making a false promise or in making a representation of fact without reasonable grounds for believing it to be true.  

One can quickly see that whether or not a statement is correct or partially correct or even incorrect or erroneous without intent or bad intent is an issue of proof in the particular circumstance and is difficult to determine on a case-by-case basis, and thus is most often made by a jury of multiple people who are hearing all of the admissible evidence. 

Thus, governmental efforts to regulate and control internet speech whether directly by the government or by requiring businesses to regulate the speech are inherently problematic and should be viewed and evaluated from Constitutional and First Amendment freedom of speech perspectives before legislation or regulations are even proposed, and all legislation and regulations before being proposed should be evaluated for other and additional possible defects or unlawfulness including for example: violation of Constitutional rights other than and in addition to the First Amendment, infringement of fundamental rights, possibly being contrary to the public interest or public policy, preemption and conflict with other or higher laws, vagueness and overbreadth, improper delegation, and possibly being arbitrary and capricious.

Speech in general including political- and election-related speech involves personal viewpoints, opinions, beliefs, and evaluations which run the risks of sometimes being correct and at other times possibly being mistaken, not fully evaluated, subject to change, or even incorrect, but all the while being protected by the First Amendment. Further to the point, political- and election-related speech often involves the time tested and effective use of parody, satire, mockery, ridicule, exaggeration, ridicule, irony, caricature, lampooning, and the like, but again all the while being protected by the First Amendment.

Although, yes, actual fraud on the internet is an issue and a concern, government legislation, regulation and action to control and limit such speech should be viewed as being in violation of the First Amendment unless it is clearly and convincingly established otherwise under the law as applied to the facts of the particular situation. And I would proffer that the government should be very, very hesitant to force such legislation, laws, regulations and actions upon the public for them to have to then have to fight for freedom through the courts. I also have a general view that before government enacts a law, a risk management process should be applied to evaluate the issue at hand and the options available, and that the governmental entities and persons and representatives (and in some circumstances politicians and political parties) should apply the law to themselves for a few years to see how it will actually work in practice.

The First Amendment and the right to comment are fundamental not only to express a person’s own views or opinions, but also to simply investigate, look into, or inquire about, or simply to increase your knowledge or understanding about something. Including to keep government, representatives, law makers, law enforcers, and politicians informative and accountable. It can be easy, inadvertent, or even not unintentional to not report or misreport, or to criticize or brand, or to provide select information with a view to persuade. But the point is that your First Amendment rights are fundamental and are to be legally protected pursuant to the law from diminution, limitations, and prohibitions.

Onward.

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Probate Court and administration related disputes and litigation – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, and challenging and contentious administrations, and personalities and relationships; and mediator services.

Business litigation and internal business and co-ownership disputes, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, and risk Management.

Real property disputes and litigation – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong; and mediator services.

Mediator services and dispute resolution (evaluative and facilitative).

Trust, estate, probate, conservatorship, elder and dependent abuse, etc.

Business, breach of contract/commercial, owner, shareholder, investor, etc.

D&O, board, audit and governance committee, accountant and CPA related.

Other: workplace and employment, environmental, trade secret.

Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

David Tate, Esq. – California SB 1047 Safe and Secure Innovation for Frontier Artificial Intelligence Models Act 08312024

The California Legislature has sent SB 1047 to Governor Newsom, for the Governor to sign or not. Through SB 1047 California seeks to regulate the development of covered AI models. In the below audio I discuss certain aspects of SB 1047 and select legal arguments that might bring the Act’s lawfulness into possible question.

For your additional information, the following is a pdf of SB 1047:

California SB 1047 AI Models Act text of billDownload

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Probate Court and administration related disputes and litigation – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, and challenging and contentious administrations, and personalities and relationships; and mediator services.

Business litigation and internal business and co-ownership disputes, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, and risk Management.

Real property disputes and litigation – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong; and mediator services.

Mediator services and dispute resolution (evaluative and facilitative).

Trust, estate, probate, conservatorship, elder and dependent abuse, etc.

Business, breach of contract/commercial, owner, shareholder, investor, etc.

D&O, board, audit and governance committee, accountant and CPA related.

Other: workplace and employment, environmental, trade secret.

Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

I taught Business Law class #1 this week – here is a summary of the topics (i.e., law for businesses)

This week I taught class number 1 of Business Law (what I also refer to as law for businesses). Class #1 is a “get to know” class in which we discussed the court and legal systems, jurisdiction, sources of laws, and some relevant U.S. Constitution and Amendment provisions. And, as I had not yet had the opportunity to plug my laptop into the available projector system, I also learned by doing how that system works – and I was very happy with what is available. In class number 2 we will start discussing legal forms of business (such as corporations, LLCs, partnerships, nonprofits, etc.).

The following is a brief narrative of the primary topics that we covered in class number 1:

Class 1. August 26, 2024

Introduction to the legal environment for business. Sources of law. Federal court system, federal question, and diversity jurisdiction. California court system. Stare Decisis. Plaintiff standing to sue. Jurisdiction over the defendant – in personam, in rem, long-arm statute, service on the defendant, due process. United States Constitution and Amendments (that are relevant to a business (such as a corporation) as a person) – First Amendment – freedom of speech, and freedom of religion; Fourteenth Amendment – equal protection; Fifth and Fourteenth Amendments – due process; Article IV and Fourteenth Amendment – privileges and immunities; Fifth Amendment – government taking of property; Article VI, Paragraph 2 – supremacy clause; Article I, Section 8, Clause 3 – commerce clause

Onward.

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Probate Court and administration related disputes and litigation – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, and challenging and contentious administrations, and personalities and relationships; and mediator services.

Business litigation and internal business and co-ownership disputes, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, and risk Management.

Real property disputes and litigation – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong; and mediator services.

Mediator services and dispute resolution (evaluative and facilitative).

Trust, estate, probate, conservatorship, elder and dependent abuse, etc.

Business, breach of contract/commercial, owner, shareholder, investor, etc.

D&O, board, audit and governance committee, accountant and CPA related.

Other: workplace and employment, environmental, trade secret.

Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

A lot has been going on – preparing for and in trial, business law class (law for businesses), and more in the works

Just a quick update as I have not posted for a while. First, in a very contentious family LLC and real property dispute case about two weeks ago we had phase 1 of trial – we still have written closing arguments, upcoming pleading amendments, and phase 2 to be scheduled. Second, I have been working on class outlines for the Business Law class that I am teaching (which I also refer to as law for businesses) – the first class is tomorrow August 26. Third, I am back to evaluating and tweaking my media posts and promotion – I am working to have more on that shortly.

For those of you who would be interested, the first business law class outline of course includes introductions, and then is essentially an overview of U.S. and California laws and court systems, critical legal thinking, and relevant provisions in the U.S. Constitution and Amendments. If time is permitting we will also look at a sample complaint, and we might get into brief comments about the second class in which we start more of the core course materials (in the second class we will discuss legal forms of doing business such as corporations, LLCs, partnerships, LLPs, limited partnerships, nonprofits, etc.).

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Probate Court and administration related disputes and litigation – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, and challenging and contentious administrations, and personalities and relationships; and mediator services.

Business litigation and internal business and co-ownership disputes, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, and risk Management.

Real property disputes and litigation – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong; and mediator services.

Mediator services and dispute resolution (evaluative and facilitative).

Trust, estate, probate, conservatorship, elder and dependent abuse, etc.

Business, breach of contract/commercial, owner, shareholder, investor, etc.

D&O, board, audit and governance committee, accountant and CPA related.

Other: workplace and employment, environmental, trade secret.

Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

North Dakota age limitation on U.S. Senators and House Representatives – certainly ageist – and subject to attack by someone with legal standing

I have read that voters in North Dakota have approved a ballot initiative that limits the age of people who can be elected in North Dakota to serve in the United States Senate or in the United States House of representatives. The voter-approved initiative prevents a person from being elected or appointed to serve in the United States Senate or the United States House of Representatives if the person would become 81 years older by December 31 of the year preceding the end of their term.

“A “yes” vote supported preventing an individual from being elected or appointed to serve in the United States Senate or United States House of Representatives if the individual would become 81 years old by December 31 of the year preceding the end of their term.”

The initiative is ageist (actual in fact or based on disparate or unequal treatment) – i.e., ageist in actuality or in practice or application or result based on a person’s age or characterized by or showing prejudice or discrimination or discrimination on the grounds of a person’s age. Afterall, age alone, or an arbitrary age of 80, or 81, or whatever, does not prove that the particular person lacks mental or other capacity to perform the elected position – indeed, a person of younger age or of older age may have capacity, or may lack certain capacity that is relevant or that is not at all relevant or determinative, depending on their particular facts and circumstances, and generally as a matter of law a person is presumed to have capacity and to understand and to intend their actions.

While an individual voter as a personal choice may take into consideration a person’s age when deciding whether or not to vote for that person (as opposed to a business or other entity which generally cannot take more senior age into consideration in the course and scope and operation of business), by law preventing a person from running for election to the U.S. Senate or to the U.S. House of Representatives raises issues and red flags of law. A person who has legal standing to contest the age limitation would likely have several legal arguments that might be considered to attack and try to invalidate the applicability of the ballot initiative. I have not performed a formal evaluation of legal arguments that might be used to invalidate the age limitation; however, at least the following arguments rather quickly come to mind:

  • First Amendment (Freedom of Speech (fully protected speech, limited protected speech) Bill of Rights, First Amendment to the U.S. Constitution).
  • Preemption by higher federal law or the U.S. Constitution (Supremacy Clause (and preemption doctrine) Article VI, Paragraph 2 of the U.S. Constitution.
  • Equal Protection (equal protection of the laws – standard of review: strict scrutiny test, intermediate scrutiny test, rational basis test) Fourteenth Amendment to the U.S. Constitution.
  • Due Process (due process of law (substantive due process, procedural due process) Fifth and Fourteenth Amendments to the U.S. Constitution).
  • Discrimination including age, gender and perhaps others.
  • Arbitrary or Capricious, or lacking a rational basis.

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Probate Court and administration related disputes and litigation – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, and challenging and contentious administrations, and personalities and relationships; and mediator services.

Business litigation and internal business and co-ownership disputes, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, and risk Management.

Real property disputes and litigation – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong; and mediator services.

Mediator services and dispute resolution (evaluative and facilitative).

Trust, estate, probate, conservatorship, elder and dependent abuse, etc.

Business, breach of contract/commercial, owner, shareholder, investor, etc.

D&O, board, audit and governance committee, accountant and CPA related.

Other: workplace and employment, environmental, trade secret.

Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

Update re outline of topics we will cover in the Business Law class

I have been working on my outline of topics that we will cover in the night session Business Law class that I will be teaching beginning in August (approximately a 3 1/2 hour, one night per week class) – this is a work in progress. There used to be a TV show called Night Court – at a time in the past I also did nighttime mediation for the Court in San Mateo County (I thought of it as Night Mediation) – perhaps this might be called Night Business Law (or perhaps Law for Businesses as I believe is more descriptive) – however, the following are the broad topic areas at this time, and I have also started separately filling in the details (subject to modification of course):

Introduction to the Legal Environment for Businesses – Class 1 (1 class)

Legal Forms, Creation of the Business + Authority, Duties, Rights, Legal Conflicts, etc. (“HATS” – officers, directors, governance, etc.) – Classes 2-3 (1 ½ classes)

Contracts and Agreements – Classes 3-4 (1 ½ classes)

Uniform Commercial Code, Sales, Leases, and Warranties – Class 5 (1 class)

Litigation, Litigation Processes, Pleadings and Responses, Discovery, Evidence, Direct Examination and Cross-Examination, Dispositive Motions, Dispute Resolution, and Trials – Class 6 (1 class)

Pre-Midterm Review; Midterm – Class 7 (1 class)

Business Torts, Crimes, and Select Other Liability – Classes 8-9 (1 ½ classes)

Employment, Labor, and Workplace – Classes 9-10 (2 classes)

Intellectual Property – Classes 11-12 (1 ½ classes)

Select Above Topics – Additional Overview and Review; New and Current Developments in Law for Businesses, Cases, Regulations, and New Legislation – Class 13 (1 class)

Pre-Final Review; Final – Final – Class 14 (1 class)

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Thank you for viewing this discussion. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved. If you are interested in discussing anything that I have said in the discussion above or in either of my two blogs (see blog addresses below), or if you simply want to reach out or are seeking assistance, it is best to reach me by email at dave@tateattorney.com.

David Tate, Esq. (and inactive CPA)

Probate Court and administration related disputes and litigation – probate, trust, estate, will, power of attorney, elder abuse, real property and conservatorship disputes, conflicts and litigation, and challenging and contentious administrations, and personalities and relationships; and mediator services.

Business litigation and internal business and co-ownership disputes, and contentious officer, director, board and audit and governance committee, D&O, conflict of interest, workplace, and governance disputes, conflicts and litigation; and mediator services. Legal authority, duties, rights, conflicts of interest, governance, diligence, compliance, and risk Management.

Real property disputes and litigation – primarily co-ownership and joint-ownership disputes, conflicts and litigation, and sales and purchases that go wrong; and mediator services.

Mediator services and dispute resolution (evaluative and facilitative).

Trust, estate, probate, conservatorship, elder and dependent abuse, etc.

Business, breach of contract/commercial, owner, shareholder, investor, etc.

D&O, board, audit and governance committee, accountant and CPA related.

Other: workplace and employment, environmental, trade secret.

Law and legal issues relating to authority, duties, rights, conflicts of interest, governance, diligence, compliance, risk management, disputes, liability, litigation, and mediation and resolution services.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that does not mean that I do not or that I might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.