All posts in Community

Off-topic but fun: Tesla shareholders prevail against Musk $55 billion bonus.

I mentioned a few times to my UWLA Business Assns students last semester that there was a pending derivative lawsuit by some Tesla shareholders against Elon Musk that went to trial in Oct 2022 but no decision to date.  Well the decision came down yesterday and it was against Elon Musk. 

I really expected it to go the other way.  The 201 page decision is here.  As we learned, it is a duty of loyalty and care issue as to Musk since something is going from the corp into his pocket (a lot of stock), and a duty of care issue as to the rest of the board.  As to loyalty, the transfer to him is presumed to be unfair to the corp unless he did not participate in making the decision.  He argued that he did not and further, the bonus program was approved in advance by disinterested directors as well as disinterested shareholders.  Based on that, he argued that it was the unhappy shareholders’ burden to establish that the transaction was not fair to Tesla.  

The court, after taking testimony for five days, and considering 1700 exhibits, (and reading a few Musk biographies I think) found that the directors were not disinterested, and the shareholders were misled, at least enough to diminish the consequences of the vote, and therefore it was Musk’s burden to establish fairness which he did not do.  

I’ve just started working my way through the decision.  I’m going to prepare a case summary which I will upload which it is complete.       

Examining Student Loan Discharge: Nuts and Bolts Overview & Training on DOJ Guidance

cdcbaa Webinar

Saturday, February 24, 2024

11:00am – 1:00pm


  • Hon. Vincent Zurzolo | Judge, Central District of California, Los Angeles Division
  • Elan Levey | Assistant United States Attorney, United States Attorney’s Office – Central District of California
  • John Rao | National Consumer Law Center
  • Raychelle Tasher | Assistant United States Attorney, United States Attorney’s Office – Southern District of Florida
  • Hon. Magdalena Reyes Bordeaux | Judge, Central District of California, Riverside Division | Moderator

Register here.

Where have you been Hayes?

Good grief, I see that my last post was in December 2021. Since then there has been a lot of water under the bridge, or over the dam if you prefer. In early January 2022 I accepted a position as BAP Law Clerk to Judge Laura Taylor, then in San Diego, now retired. I quickly sold my practice to my partner Matt Resnik and began my new job on February 15, 2022. Since Judge Taylor’s term on the BAP was to end on December 31, 2022, I assumed and announced that I was taking a sabbatical for the remainder of the year expecting to return in early 2023. During that time, I became acquainted with Judge William Lafferty in Oakland, also a member of the BAP. Since his BAP clerk was retiring in April 2023, we agreed that I would become his BAP clerk on May 1, 2023. Nearing the end of 2023, I decided that a two year sabbatical was enough and advised Judge Lafferty that I wanted to return to civilian life and my consumer bankruptcy practice and he was graciously fine with that.

As a law clerk to a bankruptcy judge I was no longer free to opine on the great questions of the day as there was always some risk that someone would equate my opinions with the opinions of the judge I was working for so I stopped posting things on this list serve. I wrote only one article during that time, Demystifying Bankruptcy Appeals for the Los Angeles Times. It’s pretty good. I asked for Judge Taylor’s okay which was quickly given. She commented that the article was “breezy and very informative.” I was quite delighted with the comment.

The experience was a once in a lifetime deal. Most lawyers who clerk for judges do so early in their career. I waited 42 years to get a clerking job. My appreciation for the efforts of the judges increased many fold. I will speak more about it as things come up.

In the meantime, I have forgotten how WordPress works so please forgive my writing gaffs. I’m looking forward to rejoining the internet voices and hearing from you.

San Fernando Valley Bar Association – Bankruptcy Section program Friday, 12/10 at noon

Email from Steve Fox:

Dear All:

We have a really meaty program that the panelists will deliver with high energy.  The panel will look at recent C.D. U.S. District Court opinions discussing bankruptcy issues.  You may not want to deal with the district court but that court issues a lot of bankruptcy opinions that all of us need to know of.   The panel will be led by Roksana Moradi-Brovia who along with Eliza Ghanooni and Tamar Terzian, will make up the panel.  The materials are thick and good. 

Here are the particulars:

            Date:              Friday December 10, 2021

            Time:              12 noon to 1:15 give or take

            Place:             Via Zoom

            MCLE:             1.25 hours – Specialization credit available for this program

            Charges:        $20 to members of the SFVBA

                                    $30 to non-members of the SFVBA

            Lunch:            As tasty as you make it!

            To register:    1.         Sign up at

                                    2.         Call (818) 227-0495 and ask for help to register

If you do not want to receive periodic emails from me announcing SFVBA programs, just reply and let me know.


Steven R. Fox

The Fox Law Corporation

UWLA Newsletter

With a nice little bio of my friend and colleague David Chaney. You can access it here.

Good News – UWLA 2021 California Accredited Law School Annual Compliance Report

Email from Dean Jay Frykberg, Dean and Provost, University of West Los Angeles School of law

UWLA 2021 California Accredited Law school Annual Compliance Report


I can report that UWLA has successfully submitted our 2021 annual CBE report. This report was dramatically different and much larger than any previous annual report due to changes from staff at the CBE (ie. student/faculty demographics, further disaggregated data based upon campus location and program, etc.) in fact this report was almost three times the size of previous annual reports and consisted of 33 files and 916 pages all of which was completed in only 23 days. This is also our first fully digital report that is accessible on UWLA’s share drive, that ensures that next year’s process will be even more efficient.

Thank you to each of you who contributed, especially to those that submitted print ready documents as requested, and an extra special and deeply appreciated thank you to Patty and Jesse both of whom were indispensable in the completion of this project. Not only did they complete their sections, but they also assisted in completing many more.


Response from President Robert Brown

Dean Frykberg, I would like to also extend my heartiest appreciation for the work completed by your team. I wish to note that your team submitted the report well  in advance of the requisite deadline. I also want to express my appreciation for the extraordinary efforts of Jesse Aldava and Patty White. Job well done.  Your contributions are recognized and appreciated. As you know this report is not only no small feat to prepare but it means everything in terms of our state bar accreditation and our relationship with the California Bar. Congrats!

I also want to salute Dean Frykberg for being named the Chair of the State Bar rules committee. What a fantastic and well-deserved honor. You mean that someone from UWLA is considered an “insider”? lol Thanks jay for your fabulous and ongoing leadership. You are an example for all of us to aspire to emulate. Will you please join me in saluting Jay and his team for their outstanding efforts and achievements?

Robert Brown

18th Annual Bankruptcy Ethics Symposium – Friday, November 19, 2021 (3.5 hours ethics)

The Federal Bar Association (LA Chapter) is hosting its 18th Annual Bankruptcy Ethics Symposium on Friday, November 19, 2021.  The format this year is online/webinar only.

Click here to register online (November 19, 2021)

Click here for the event flyer (pdf).

Federal Bar Association-Los Angeles Chapter’s 18th Annual Bankruptcy Ethics Symposium

Friday, November 19, 2021

Time: 9:00 a.m. to 12:30 p.m.

Online / Webinar

3.5 hours of ethics CLE


  • Honorable Sandra R. Klein, U.S. Bankruptcy Court, Central District of California
  • Honorable Barry Russell, U.S. Bankruptcy Court, Central District of California
  • Honorable Martin R. Barash, U.S. Bankruptcy Court, Central District of California
  • John Hermann, Chief Deputy of Administration
  • Ron Maroko, Office of the United States Trustee
  • Misty Perry Isaacson, Pagter and Perry Isaacson, APLC
  • J. Scott Bovitz, Bovitz & Spitzer
  • John N. Tedford, IV, Danning, Gill, Israel & Krasnoff, LLP

Program Chair: Joseph Boufadel, Salvato Boufadel LLP


  1. Leaving Your Attorney Legacy:  Ethical Consideration in Mentoring and Succession Planning  
  2. Technical Competency and Ethical Pratfalls: “I am Not a Cat” and Much More
  3. Brave New World: Ethical and Practical Considerations in Conducting Remote Hearings and Trials

MCLE: 3.5 Hours Legal Ethics. This activity has been approved for Minimum Continuing Legal Education Credit by the State Bar of California. The FBA certifies that this activity conforms to the standards of approved education activities prescribed by the rules and regulations of the State Bar of California governing minimum continuing legal education.

Thank you.

Joseph Boufadel

Salvato Boufadel LLP

Congratulations to Everett Green

I learned today that Everett Green will be the new Chair of the Business Law Section of the California Lawyers Association.   Congratulations Everett.

Message from University of West Los Angeles School of Law (UWLA) President Robert Brown (total good news).

Dear UWLA executive management team, faculty and staff. While it is fresh in my mind, I want to circle back and commend our entire institutional team on the recent great achievements. After tremendous efforts and team work by  all, we have achieved amazing institutional victories and goals. I want to ask everyone to reflect on what we recently achieved and then re-direct your energies and efforts to the formidable challenges facing us this year.

  1. In February of this year, we hosted a WASC accreditation visit and were extremely successful in evidencing to the team, why we deserve to be re-accredited. Just as a reminder, this visit occurred because we received our initial accreditation two years ago, and WASC requires a backup visit within two years of the initial accreditation. Yes, it has been two years already since we received initial accreditation! Our entire team from the board of managers to our faculty and every staff person contributed to the successful re-accreditation visit. Dean Frykberg and Dean Brown, led our tremendous faculty and  staff in preparing an accreditation self-study that had over 7,000 pages of evidence. Our accreditation report from the visiting team had a number of outstanding commendations and in particular cited our faculty, Deans and the Board of managers and our CFO. We will attend the WASC conference in June to meet with the full WASC committee and we expect to receive full renewal of accreditation  based upon the WASC team report and their overall recommendation.  Great job team! Thanks Faculty and staff. Read more…

San Fernando Valley Bar Assn program this Friday Feb 5, 2021

Email from Steve Fix:

Dear All:

This program, dismissing complaints under Rule 12, is anything but boring.  The bar association has put two top notch (and quite humorous) speakers together on the panel.  The Honorable Barry Russell and Scott Bovitz will take us through a neat power point presentation on taking apart an opponent’s complaint, strategies whether you should bring a motion to dismiss and all of the fun that goes into these motions. Read more…