How to Save Facebook: Non Sibi

(Originally published on Linked In on April 9, 2018) The most eagerly awaited social event of each new academic year at Mark Zuckerberg’s boarding school was the publication of the “Facebook,” which contained the names, photographs and dormitory addresses of each student. Upon publication, the students would spend hours searching the Facebook’s pages for new friends. Mr. Zuckerberg found a similar Facebook at Harvard where… [Continue reading this post]

How Silicon Valley Can Lead the Revolution in Human Intelligence

We are on the cusp of an evolutionary leap in human consciousness in which Silicon Valley can and must take a leading role. There has been much written about the coming revolution in artificial intelligence but not nearly as much about the simultaneous revolution now occurring in human intelligence. Silicon Valley is well positioned to be at the vanguard of this evolutionary leap but only if… [Continue reading this post]

The Tax Cuts and Jobs Act: Welcome to the Republic of Shareholder Primacy

I am a corporate lawyer and I love corporations, but I can’t in good conscience support the tax bill percolating in Congress. For the last 33 years, I have made my living in Silicon Valley representing approximately two dozen public and several hundred private corporations as outside general counsel. Under the prevailing corporate law of Delaware, the corporation has but one legitimate purpose: to maximize stockholder… [Continue reading this post]

Why Silicon Valley is not Our Friend and How It Could Befriend Us

Amazon, Apple, Facebook and Google are not our friends as highlighted in the New York Times Sunday Review. The truth is that the ultimate core value of Amazon, Facebook and Google (Alphabet), which are Delaware corporations, and Apple, which is a California corporation, is the imperative to maximize stockholder welfare. This doctrine, which is known as shareholder primacy and is embedded in the prevailing corporate… [Continue reading this post]

Benefit Corporation Law and Governance: Why Isn’t Your Company a Benefit Corporation Yet?

Rick Alexander’s Benefit Corporation Law and Governance: Pursuing Profit with Purpose is the most important book about corporate law in decades, if not ever.  Mr. Alexander, Director of Policy at B Lab, senior Delaware corporate lawyer and co-drafter of Delaware’s benefit corporation legislation, has just published a legal masterpiece that will be the definitive guide to the benefit corporation and shape the post-shareholder primacy economy… [Continue reading this post]

How to Make Conscious Capitalism Whole: Thank You Whole Foods

With today’s completion of Amazon’s acquisition of Whole Foods, Conscious Capitalism lost its leading proponent. As a wholly owned subsidiary of Amazon, Whole Foods lost its independence and position as thought leader for the Conscious Capitalism movement. Although Conscious Capitalism and John Mackey have put a positive spin on the acquisition and expressed optimism about their ability to inspire Amazon to adopt the principles of Conscious… [Continue reading this post]

The MultiCapital Scorecard: How Multiple Capital Accounting May Save the Planet

If you were given the job of re-designing the global economic system so that it not only provides for humanity’s needs but also ensures that we maintain the planet’s ability to sustain human civilization, where would you start? How could you implement your plan so that it creates a more sustainable economy as rapidly as the Marshall Plan re-built Western Europe after World War II?… [Continue reading this post]

Why Laureate Education’s IPO Matters to Silicon Valley

Laureate Education just made it safe for entrepreneurs, lawyers and venture capitalists to incorporate and build startups as benefit corporations. After 18 months in registration, Laureate Education went public on February 1, 2017 as the first publicly listed benefit corporation. By completing its IPO and raising $490 million, Laureate Education legitimized this seven year old corporate form. With Credit Suisse, Morgan Stanley and Barcley’s as lead… [Continue reading this post]

How the Benefit Corporation Could Help President Trump Make America Greater

I edited President Trump’s inaugural address below because he senses that something is not quite right with corporate America but does not name it. He persuaded Carrier to keep a factory and its jobs in the US and not move them to Mexico. He is wrangling cost concessions from Lockheed-Martin on the most expensive fighter jet program ever. He threatens to impose tariffs on the… [Continue reading this post]

From Good to Great to Discourteous: How Wells Fargo Can Be Great Again

(originally published on Linked In on September 29, 2016) Wells Fargo Bank was one of America’s best companies. Jim Collins profiled Wells Fargo in Good to Great. Legendary value investor Warren Buffet owns approximately 2,000,000 shares and his Berkshire Hathway holds a 9.5% stake in the company. Wells Fargo easily weathered the financial crisis of 2008 and its quality of management was rewarded with a… [Continue reading this post]