I Went on the Internet and I Found This
Late March 2026 edition
A Nice Mention
I got a nice shout out from Lauren Pringle of The Chancery Daily in her latest newsletter:
As anyone actively involved in corporate law and governance knows, Stephen Bainbridge is something of a "Stephen-on-the-spot" about spotting relevant interesting issues as they arise in our sphere. While TCD generally runs a weekly or bi-weekly feature on Supreme Court arguments, our omission of such a feature in our March-due cadence came back to bite us, metaphorically speaking, when Professor Bainbridge highlighted one recent interesting oral argument in one of his awesome two-part series. We play a little catch up below, to add to what the professor has already noted about the interesting aspects of this pending matter.
She's referring to these posts:
The “Most Ill-Considered” Corporate Law Legislation Keith Bishop has Ever Encountered
As regular readers know, Keith Bishop is my go-to-guy for all things California and Nevada corporate law. In his latest Substack post, Keith goes to town on a bill proposed by California Assembly Member Chris Rogers and Senator Mike McGuire.
AB 1985 would revoke all powers, privileges, and capacities previously granted to California corporations — a category defined broadly to include LLCs, limited partnerships, LLPs, and nonprofits. It then purports to restore only those powers specifically enumerated in the Corporations Code, creating what Bishop calls “a complete and incoherent circle.”
The convoluted drafting has a clear purpose: stripping California business entities of their First Amendment rights to engage in “election activity” or “ballot issue activity,” presumably in response to Citizens United.
The bill includes a provision declaring that if any part of it is found unconstitutional, no prior corporate powers law shall be revived. The legislature expressly prefers that corporations hold no powers at all rather than have the ability to engage in electoral activity.
Bishop argues this creates an existential risk to California’s economy.
Go read the whole thing.
I am Reminded Of
The nonsensical AB 1985 reminds me of the only slightly less absurd Montana “Transparent Election Initiative,” about which I blogged back in August of last year:
The Montana "Transparent Election Initiative": Part 1
The Center for American Progress and a group of Montana politicians are trying to undo Citizens United by amending the state constitution to limit the scope of corporate powers. As Tom Moore of CAP explains:
The Montana "Transparent Election Initiative": Part 2
In the previous post, I noted that The Center for American Progress and a group of Montana politicians are trying to undo Citizens United by amending the state constitution to limit the scope of corporate powers. In that post, I discussed whether Montana can define the powers of corporations incorporated under Montana law. As a matter of corporate law, the answer is clearly “yes.” I’m more skeptical of the constitutionality of doing so, but I concede that that’s a question at the outer margins of my expertise.
In those posts, I discussed the dubious constitutionality of the initiative and the strong public policy arguments against it.
The Business of Cancer
Francine McKenna is posting a serious of guest columns on the economics of curing cancer. The latest is on the race to develop a blood test that will screen for 50+ types of cancer. Fascinating stuff:
Sullivan and Goldberg
Interesting podcast discussion between Andrew Sullivan and Jonah Goldberg:
Scalzi Banned
For reasons I am unable to understand New Braunfels, TX has banned John Scalzi’s book Lock In (AMAZON LINK) from its school libraries. It’s not a particularly woke book. Indeed, to the contrary, one Amazon reviewer complains that “The protagonist is extremely privileged - which really lessens the perceived impact of what is a terrible disease.”
John notes:
1. On a personal level, I don’t expect this ban to move the needle much, positively or negatively, for sales of Lock In, which has been out for a dozen years now;
2. Please refrain from exclaiming “Having your book banned just means you’ll sell more!” or something similar in the comments. One, it’s absolutely not true for the vast majority of books that get banned; the usual result is a net loss for authors and publishers. Two, this is sort of comment that, however well-intentioned to be supportive, minimizes the seriousness of book banning as an intentional policy.
But if you want to oppose book banning and simultaneously support both John and myself, buy a copy through the Amazon link above. He’ll get a royalty and I’ll get an Amazon Associates commission. You’ll get what Publisher’s Weekly called “A smart, thoughtful near-future thriller.”
Win-win.