Tag: law

LLC member business law exam question – plus my undue influence eBook attached

The following is a sample LLC member business law exam question – (relating to the University business class that I taught), plus my undue influence eBook is attached below:

Mary and Julie form an LLC (limited liability company) in California and go into business together repairing Apple computers. The LLC is a member managed LLC and Mary and Julie sign an Operating Agreement. The Operating Agreement specifies that Mary and Julie are equal members. Everything starts out fine. But after about a year it is apparent that Julie is spending more time running and operating the business than Mary, and this causes a dispute between Mary and Julie.
1. Discuss Mary’s and Julie’s fiduciary duties and duties of loyalty as members, and how those duties might apply in this situation.
2. Discuss Mary’s and Julie’s managerial rights and duties to each other, and how those rights and duties apply in this situation.
3. Discuss Mary’s and Julie’s voting rights.

I have also attached below my undue influence in estate planning eBook, was it free will or foul play?

Undue Influence in Estate Planning eBook David Tate, Esq. final emailable June 17 2025 V6-smDownload

Best to you, David Tate, Esq.

Please reach out on this topic or on other topics if you wish.

* * * *

Thank you for viewing and reading 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, power of attorney, fiduciary, beneficiary, conservatorship, and elder and dependent adult abuse litigation and contentious administrations, undue influence, fraud and deceit, physical and mental health and challenging and contentious personalities and relationships.

Trust, estate and probate administrations and litigation involving special assets such as business ownership interests and operating businesses, asset co-ownership disputes, contentious governance, intellectual property assets, art and collectible assets, ongoing future contractual rights, buyouts and sales, M&A disputes, businesses divorces, and accountings.

Businesses and third party disputes and litigation – contract, licensing, co-business, royalty and other arrangements, unfair business practices, fraud and deceit, lack of good faith and fair dealing, buyouts and sales, mergers, acquisitions, ventures, etc.

Business co-ownership and internal governance disputes and litigation, business divorces, buyouts and sales, merger and acquisition disputes, family, closely held and professional businesses, accountings, and audits, D&O, boards, audit committees and investigations. Legal authority, rights, duties, conflicts of interest, diligence, compliance, liability, BJR, legal risk management, and resolution.

Real property and financial and personal property ownership and co-ownership disputes and litigation.

Trials.

Mediator and dispute and litigation resolution services.

Legal risk and uncertainty management processes – authority, rights, duties, conflicts of interest, governance, diligence, compliance, liability, and resolution.

Other and additional disputes, litigation and issues that fall within the above areas – court and trial evidence, persuasion, debate and fallacies, using AI assistance, IP, meetings, defamation, risk management processes, workplace, new laws, regulations and government actions – impact/legality, law and legal matters in the news, etc.

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 blogs are:

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

Prior blog: 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.

What should you do if you have received a copy of a trust, a will, a deed, a power of attorney, account or other estate planning or transfer document – first consider whether it expresses the signer’s true wishes

You may have wondered what you should do when you first receive a copy of a trust or other estate planning or transfer document – well . . . as often, it depends on the specific facts and circumstances but here could be a plausible short answer – this and the following are not legal requirements, but they can be human factors and some could be possible:

  • Read the document.
  • Are its wording and provisions clear and understandable?
  • Does it cover all significant scenarios?
  • Are any of its wording or provisions contradictory?
  • Does it correctly express the signer’s true wishes?
  • Do you believe that the signer understood the wording and provisions? Do you understand the wording and provisions?
  • Is there evidence of forgery, fraud or deceit, undue influence, misrepresentation, concealment, omission, elder or dependent adult abuse, inducement by undue persuasion, dependency or reliance, or lack of legal capacity for the signer to legally and validly sign the document? You may also be required to consider legal presumptions and burdens of proof.
  • Is there evidence of a mistake in the document or that the document was signed under a circumstance of mistake or mistaken belief?

And the list is longer. You get the point that whether a document is valid, and whether select wording or provisions in the document are legally valid is determined by the facts and circumstance (the evidence), and the law including presumptions and burdens of proof. What you do in that circumstance depends on your options and on your authority, rights and duties or responsibilities. But you should consult with an attorney.

Best to you, David Tate, Esq.

Please reach out on this topic or on other topics if you wish.

* * * *

Thank you for viewing and reading 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, power of attorney, fiduciary, beneficiary, conservatorship, and elder and dependent adult abuse litigation and contentious administrations, undue influence, fraud and deceit, physical and mental health and challenging and contentious personalities and relationships.

Trust, estate and probate administrations and litigation involving special assets such as business ownership interests and operating businesses, asset co-ownership disputes, contentious governance, intellectual property assets, art and collectible assets, ongoing future contractual rights, buyouts and sales, M&A disputes, businesses divorces, and accountings.

Businesses and third party disputes and litigation – contract, licensing, co-business, royalty and other arrangements, unfair business practices, fraud and deceit, lack of good faith and fair dealing, buyouts and sales, mergers, acquisitions, ventures, etc.

Business co-ownership and internal governance disputes and litigation, business divorces, buyouts and sales, merger and acquisition disputes, family, closely held and professional businesses, accountings, and audits, D&O, boards, audit committees and investigations. Legal authority, rights, duties, conflicts of interest, diligence, compliance, liability, BJR, legal risk management, and resolution.

Real property and financial and personal property ownership and co-ownership disputes and litigation.

Trials.

Mediator and dispute and litigation resolution services.

Legal risk and uncertainty management processes – authority, rights, duties, conflicts of interest, governance, diligence, compliance, liability, and resolution.

Other and additional disputes, litigation and issues that fall within the above areas – court and trial evidence, persuasion, debate and fallacies, using AI assistance, IP, meetings, defamation, risk management processes, workplace, new laws, regulations and government actions – impact/legality, law and legal matters in the news, etc.

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 blogs are:

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

Prior blog: 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.

How would you interpret California AB 316, Krell. Artificial intelligence: defenses – which prohibits everyone’s defenses when AI use is alleged to have been one cause of injury to plaintiff

Below I have provided the text of AB 316 from the California Legislature and which Governor Newsom signed into law on October 13, 2025 – AB 316 is another new California law in an ever expanding list of California laws regulating AI and computer or software automation. In my view, this is a legal area that should be and might already be preempted by national commerce and the commerce clause. And it really is not workable to have legislation and conflicting legislation coming from all States, in addition to international regulation. Surprisingly for legislation, AB 316 is very brief – you can read it quickly (see below) – but I would challenge a jury to interpret and understand what AB 316 says and I look forward to seeing AB 316-related jury instructions.

As enacted and worded AB 316 applies to every “defendant who developed, modified, or used artificial intelligence that is alleged to have caused a harm to the plaintiff” and prohibits that defendant from asserting a defense “that the artificial intelligence autonomously caused the harm to the plaintiff.” Arguably AB 316 almost turns simply the use of AI into product or into a form of perhaps quasi-product strict liability against the defendant. It is important to note that AB 316 is not limited to businesses but applies to all defendants including individuals and people are not in the act of business, and also is not limited to the manner in which the AI was used which often and probably most often has nothing to do with the design, manufacture, or sale of a product – instead it is simply the use of AI by anyone in some manner which then is alleged by the plaintiff to have been a cause or a partial cause of injury to the plaintiff.

The following is the wording of AB 316 including the Legislative Counsel’s Digest.

Assembly Bill No. 316

CHAPTER 672

An act to add Section 1714.46 to the Civil Code, relating to civil actions.

[ Approved by Governor October 13, 2025. Filed with Secretary of State October 13, 2025. ]

LEGISLATIVE COUNSEL’S DIGEST

AB 316, Krell. Artificial intelligence: defenses.

Existing law provides that everyone is responsible not only for the result of their willful acts, but also for an injury occasioned to another by their want of ordinary care or skill in the management of their property or person.

Existing law requires the developer of a generative artificial intelligence system or service that is released on or after January 1, 2022, and made publicly available to Californians for use, to post on the developer’s internet website documentation regarding the data used by the developer to train the generative artificial intelligence system or service. Existing law defines “artificial intelligence” for these purposes.

This bill would prohibit a defendant who developed, modified, or used artificial intelligence, as defined, from asserting a defense that the artificial intelligence autonomously caused the harm to the plaintiff.

Digest Key

Vote: MAJORITY   Appropriation: NO   Fiscal Committee: NO   Local Program: NO  

Bill Text

The people of the State of California do enact as follows:

SECTION 1.

 Section 1714.46 is added to the Civil Code, to read:

 (a) “Artificial intelligence” means an engineered or machine-based system that varies in its level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives how to generate outputs that can influence physical or virtual environments.

(b) In an action against a defendant who developed, modified, or used artificial intelligence that is alleged to have caused a harm to the plaintiff, it shall not be a defense, and the defendant may not assert, that the artificial intelligence autonomously caused the harm to the plaintiff.

(c) This section does not limit or preclude a defendant from presenting either of the following:

(1) Any other affirmative defense, including evidence relevant to causation or foreseeability.

(2) Other evidence relevant to the comparative fault of any other person or entity.

Best to you, David Tate, Esq.

Please reach out on this topic or on other topics if you wish.

* * * *

Thank you for viewing and reading 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, power of attorney, fiduciary, beneficiary, conservatorship, and elder and dependent adult abuse litigation and contentious administrations, undue influence, fraud and deceit, physical and mental health and challenging and contentious personalities and relationships.

Trust, estate and probate administrations and litigation involving special assets such as business ownership interests and operating businesses, asset co-ownership disputes, contentious governance, intellectual property assets, art and collectible assets, ongoing future contractual rights, buyouts and sales, M&A disputes, businesses divorces, and accountings.

Businesses and third party disputes and litigation – contract, licensing, co-business, royalty and other arrangements, unfair business practices, fraud and deceit, lack of good faith and fair dealing, buyouts and sales, mergers, acquisitions, ventures, etc.

Business co-ownership and internal governance disputes and litigation, business divorces, buyouts and sales, merger and acquisition disputes, family, closely held and professional businesses, accountings, and audits, D&O, boards, audit committees and investigations. Legal authority, rights, duties, conflicts of interest, diligence, compliance, liability, BJR, legal risk management, and resolution.

Real property and financial and personal property ownership and co-ownership disputes and litigation.

Trials.

Mediator and dispute and litigation resolution services.

Legal risk and uncertainty management processes – authority, rights, duties, conflicts of interest, governance, diligence, compliance, liability, and resolution.

Other and additional disputes, litigation and issues that fall within the above areas – court and trial evidence, persuasion, debate and fallacies, using AI assistance, IP, meetings, defamation, risk management processes, workplace, new laws, regulations and government actions – impact/legality, law and legal matters in the news, etc.

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 blogs are:

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

Prior blog: 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.

People ask me what law firm opportunities I am looking for or to develop . . . here it is . . .

People ask me what law firm opportunities am I looking for or to develop: (1) multiple offices or cases in both northern and southern California; (2) a collaborative, inclusive, sharing marketing approach and culture; and (3) my practice areas – trust, estate, probate and elder abuse litigation, business litigation and governance, real property litigation, mediator services, and plus, if opportunities are available, board, director, audit committee, CxO, CCO, CAE, CLO, and audit processes, governance, duties, compliance and diligence. You can find more on my blog at http://tateattorney.com. You can find me on LinkedIn at https://www.linkedin.com/in/davetateesq/ and at other places. Please email me directly about suggestions, comments and opportunities. Thank you. Dave Tate dave@tateattorney.com

More to follow soon.

Best to you, David Tate, Esq.

Please reach out on this topic or on other topics if you wish.

* * * *

Thank you for viewing and reading 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, power of attorney, fiduciary, beneficiary, conservatorship, and elder and dependent adult abuse litigation and contentious administrations, undue influence, fraud and deceit, physical and mental health and challenging and contentious personalities and relationships.

Trust, estate and probate administrations and litigation involving special assets such as business ownership interests and operating businesses, asset co-ownership disputes, contentious governance, intellectual property assets, art and collectible assets, ongoing future contractual rights, buyouts and sales, M&A disputes, businesses divorces, and accountings.

Businesses and third party disputes and litigation – contract, licensing, co-business, royalty and other arrangements, unfair business practices, fraud and deceit, lack of good faith and fair dealing, buyouts and sales, mergers, acquisitions, ventures, etc.

Business co-ownership and internal governance disputes and litigation, business divorces, buyouts and sales, merger and acquisition disputes, family, closely held and professional businesses, accountings, and audits, D&O, boards, audit committees and investigations. Legal authority, rights, duties, conflicts of interest, diligence, compliance, liability, BJR, legal risk management, and resolution.

Real property and co-ownership disputes and litigation.

Trials.

Mediator and dispute and litigation resolution services.

Legal risk and uncertainty management processes – authority, rights, duties, conflicts of interest, governance, diligence, compliance, liability, and resolution.

Other and additional disputes, litigation and issues that fall within the above areas – court and trial evidence, persuasion, debate and fallacies, using AI assistance, IP, meetings, defamation, risk management processes, workplace, new laws, regulations and government actions – impact/legality, law and legal matters in the news, etc.

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 blogs are:

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

Prior blog: 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.

Abuse of process – I am seeing more cases and litigation that at least suggest that one of the parties is using the litigation for an unlawful abuse of process

I am seeing more cases and litigation that at least suggest that the lawsuit and claims or defenses made by one party in the lawsuit are an abuse of process. That is, although the lawsuit can be filed and prosecuted, or can be defended, a party is doing so for an improper purpose, such as to punish the other party for something that is unrelated to the claims or the defenses made, or to teach the other party a lesson or to bully the other party unrelated to the claims or defenses made, or sometimes simply to use the court and legal processes to gain a “win” against the other party unrelated or in part unrelated to the claims or defenses made.

What about proposing terms of settlement or partial terms of settlement that are different or are in part different than the claims or defenses made in the case – certainly it is or it can be appropriate to propose terms of settlement that in part are different or that are more broad or expansive than the claims or defenses in the direct case and perhaps doing so it might be instrumental in arriving at a global settlement and a release of all claims and possible claims known and unknown (and indeed the majority of settlements do globally include and cover all actual and possible claims that are known and unknown); however, I have also seen cases where a party was using the litigation and their proposed terms of settlement or their refusal to settle in an effort to extort additional money or other concessions from the other party unrelated to the claims or defenses – sometimes it depends on the facts and circumstances of the case, and the situation, and the claims and defenses that have actually been made. Further, instead of a global settlement on all of the issues and possible issues that exist or that may exist between the parties, another option can be to settle only the claims and defenses that are actually made (the pleadings in the case do frame the claims and defenses that are at issue in the case and that will be adjudicated at trial), or to settle only some of the claims and defenses that are actually made and to litigate the other remaining claims and defenses at a trial – thus, in other words, settlement is not required or limited to globally covering all actual and possible claims that are known and unknown.

Sometimes the abuse of process by a party is prompted or initiated or caused or brought about by the abusing party’s personality, or sometimes in part by the prior relationship between the parties and unrelated to the claims or defenses made.

The same personality or personalities that existed prior to the litigation also exist or tend to exist in the litigation, although litigation can bring out and exacerbate personality traits, qualities or characteristics, and even dysfunction.  

The following is my personality and relationship scale. As the scale moves to the right the personality or relationship becomes more troubling, dysfunctional and damaging to other people – you need to protect yourself, be prudent out there, and avoid or get out of or stay away from some personalities and relationships:

The following is California Civil Jury Instruction (CACI) 1520 stating the essential factual elements that are required be shown to establish a claim for abuse of process:  

California Civil Jury Instruction (CACI) 1520-Abuse of Process – Essential Factual Elements

_____________________________________

[Name of plaintiff] claims that [name of defendant] wrongfully [insert legal procedure, e.g., “took a deposition”]. To establish this claim, [name of plaintiff] must prove all of the following:

1.That [name of defendant] [insert legal procedure, e.g., “took the deposition of [name of deponent]”];

2. That [name of defendant] intentionally used this legal procedure to [insert alleged improper purpose that procedure was not designed to achieve];

3. That [name of plaintiff] was harmed; and

4. That [name of defendant]’s conduct was a substantial factor in causing [name of plaintiff]’s harm.

* * * * *

Best to you, David Tate, Esq.

Please reach out on this topic or on other topics if you wish.

* * * *

Thank you for viewing and reading 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, power of attorney, fiduciary, beneficiary, conservatorship, and elder and dependent adult abuse litigation and contentious administrations, undue influence, fraud and deceit, physical and mental health and challenging and contentious personalities and relationships.

Trust, estate and probate administrations and litigation involving special assets such as business ownership interests and operating businesses, asset co-ownership disputes, contentious governance, intellectual property assets, art and collectible assets, ongoing future contractual rights, buyouts and sales, M&A disputes, businesses divorces, and accountings.

Businesses and third party disputes and litigation – contract, licensing, co-business, royalty and other arrangements, unfair business practices, fraud and deceit, lack of good faith and fair dealing, buyouts and sales, mergers, acquisitions, ventures, etc.

Business co-ownership and internal governance disputes and litigation, business divorces, buyouts and sales, merger and acquisition disputes, family, closely held and professional businesses, accountings, and audits, D&O, boards, audit committees and investigations. Legal authority, duties, rights, conflicts of interest, diligence, compliance, liability, BJR, legal risk management, and resolution.

Real property and co-ownership disputes and litigation.

Trials.

Mediator and dispute and litigation resolution services.

Legal risk and uncertainty management processes – authority, duties, rights, conflicts of interest, governance, diligence, compliance, liability, and resolution.

Other and additional disputes, litigation and issues that fall within the above areas – court and trial evidence, persuasion, debate and fallacies, using AI assistance, IP, meetings, defamation, risk management processes, workplace, new laws, regulations and government actions – impact/legality, law and legal matters in the news, etc.

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 blogs are:

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

Prior blog: 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 Definition of the Term Governance – David W. Tate, Esq.

Greetings. Below I have inserted a snapshot of the first page and a pdf of my updated A Definition of the Term Governance. Please read and forward to other people who will find it useful.

David Tate, Esq.

Please reach out if you wish.

David W. Tate Esq. A Definition of the Term Governance 07032025Download

David Tate, Esq.

Please reach out on this topic or on other topics if you wish.

* * * *

Thank you for viewing and reading 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, power of attorney, fiduciary, beneficiary, conservatorship, and elder and dependent adult abuse litigation and contentious administrations, undue influence, fraud and deceit, physical and mental health and challenging and contentious personalities and relationships.

Trust, estate and probate administrations and litigation involving special assets such as business ownership interests and operating businesses, asset co-ownership disputes, contentious governance, intellectual property assets, art and collectible assets, ongoing future contractual rights, buyouts and sales, M&A disputes, businesses divorces, and accountings.

Businesses and third party disputes and litigation – contract, licensing, co-business, royalty and other arrangements, unfair business practices, fraud and deceit, lack of good faith and fair dealing, buyouts and sales, mergers, acquisitions, ventures, etc.

Business co-ownership and internal governance disputes and litigation, business divorces, buyouts and sales, merger and acquisition disputes, family, closely held and professional businesses, accountings, and audits, D&O, boards, audit committees and investigations. Legal authority, duties, rights, conflicts of interest, diligence, compliance, liability, BJR, legal risk management, and resolution.

Real property and co-ownership disputes and litigation.

Trials.

Mediator and dispute and litigation resolution services.

Legal risk and uncertainty management processes – authority, duties, rights, conflicts of interest, governance, diligence, compliance, liability, and resolution.

Other and additional disputes, litigation and issues that fall within the above areas – court and trial evidence, persuasion, debate and fallacies, using AI assistance, IP, meetings, defamation, risk management processes, workplace, new laws, regulations and government actions – impact/legality, law and legal matters in the news, etc.

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 blogs are:

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

Prior blog: 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.

Overview of a Simple Risk, Uncertainty and Success Management 11-Point Process – David W. Tate, Esq.

Greetings. Below I have inserted a snapshot of the first page and a pdf of my updated Overview of a Simple Risk, Uncertainty and Success Management 11-Point Process. Please read and forward to other people who will find it useful.

David Tate, Esq.

Please reach out if you wish.

David W. Tate Esq. A Simple Risk Uncertainty and Success Management Process 07032025Download

David Tate, Esq.

Please reach out on this topic or on other topics if you wish.

* * * *

Thank you for viewing and reading 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, power of attorney, fiduciary, beneficiary, conservatorship, and elder and dependent adult abuse litigation and contentious administrations, undue influence, fraud and deceit, physical and mental health and challenging and contentious personalities and relationships.

Trust, estate and probate administrations and litigation involving special assets such as business ownership interests and operating businesses, asset co-ownership disputes, contentious governance, intellectual property assets, art and collectible assets, ongoing future contractual rights, buyouts and sales, M&A disputes, businesses divorces, and accountings.

Businesses and third party disputes and litigation – contract, licensing, co-business, royalty and other arrangements, unfair business practices, fraud and deceit, lack of good faith and fair dealing, buyouts and sales, mergers, acquisitions, ventures, etc.

Business co-ownership and internal governance disputes and litigation, business divorces, buyouts and sales, merger and acquisition disputes, family, closely held and professional businesses, accountings, and audits, D&O, boards, audit committees and investigations. Legal authority, duties, rights, conflicts of interest, diligence, compliance, liability, BJR, legal risk management, and resolution.

Real property and co-ownership disputes and litigation.

Trials.

Mediator and dispute and litigation resolution services.

Legal risk and uncertainty management processes – authority, duties, rights, conflicts of interest, governance, diligence, compliance, liability, and resolution.

Other and additional disputes, litigation and issues that fall within the above areas – court and trial evidence, persuasion, debate and fallacies, using AI assistance, IP, meetings, defamation, risk management processes, workplace, new laws, regulations and government actions – impact/legality, law and legal matters in the news, etc.

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 blogs are:

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

Prior blog: 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.

Interesting from the Lively/Baldoni litigation: defamation and civil extortion allegations

I am finding the defamation and civil extortion allegations some of the more interesting from a legal perspective, of course while seeing the allegations and the arguments and supposed evidence presented to the public is very interesting and something that we almost never see. Broadly speaking, defamation is: an untrue statement of fact or purported fact (e.g., not opinion) that is published (i.e., said or in print or in writing) to a third party (i.e. not simply to the person about whom the statement or writing is about, but to a third person) that hurts the reputation of the person about whom the statement or writing is about.

In Lively/Baldoni there are allegations that defamatory statements were made by Lively and by Baldoni themselves, and by agents such as PR or crisis firms representing Lively and Baldoni, and by the regular press (NYT). The allegations against the press include allegations that what they wrote was defamatory because of the alleged selective or incomplete nature of the statements and information that were included in the writing – thus allegedly not presenting an accurate writing or statement and alleged defamatory. If you are wondering, yes, a claim of defamation can be alleged on the basis of an alleged selective or incomplete statement or writing. As defamation is not an uncommon possibility, you might also be wondering whether someone possibly has defamed someone else in your circles or activities – slander (i.e., spoken) or libel (i.e., written).

There is a lot of discovery to be done – requests and subpoenas for documents, taking depositions, interrogatories, requests for admissions, experts, and more.

Keep in mind however, that none of what you are seeing is actual evidence that has been rebutted or cross-examined or questioned or even presented and admitted into evidence in Court at trial. I will be providing additional posts pertaining to defamation, and we also have not touched on the claim of civil extortion, or on the allegations of hostile or harassing workplace environment (including in the context of the script, the filming, and Hollywood), or on the efforts to resolve issues during the filming, or on workplace and filming oversight, diligence and compliance by HR, executive and management officers, boards/committees, and others.

Also keep in mind that the allegations, documents and arguments that you are seeing are or will be questions and issues of fact to be applied to the applicable laws and to be determined by the trier of fact (i.e., the jury). No one knows how the claims would be viewed by the selected jury at trial. And I should add that of course the above is just a summary discussion – for example, some statements are privileged or protected, there can be First Amendment freedom of speech issues, there are differing standards of culpability or wrongdoing depending on whether the person to whom the alleged statement applies is a public person or figure, and in California you can have anti-SLAPP issues, in addition to other issues, criteria and elements.

* * * *

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.

Three Slides: My Primary Practice Areas; A Definition of the Term Governance; A Simple Risk, Uncertainty and Success Process

* * * *

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.

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:

* * * *

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.