No, that's not right. The bar exam tests what you learned during BARBRI.

Law school is for learning how to do good legal research, analysis, and writing, with some exposure to a selection of substantive areas of law thrown in for good measure. At the top schools, there's also a strong focus on understanding the law through historical, philosophical, and policy-oriented contexts. Memorizing "black letter law" is not an objective. In fact, at most final exams, you can bring in a stack of study guides and reference books to look up what you don't know.

Delaware is a good forum to litigate internal corporate affairs because forming and regulating corporate entities is a major industry and revenue driver for that state. The Chancery Court is specialized in an arcane and technical area of the law, which makes Delaware better than other states for this one purpose.

Outside of that niche, I think California has a rather good body of law. For example, it features strong protections for employee and consumer rights that (in my opinion) other states sorely need.

I don't know which "bunch of BS rules" you're referring to specifically, but it's true that California tends to require greater notice when a party is waiving important statutory rights in a written agreement. I doubt that the few bits of bold text or extra signature lines (which are already in every practitioner's standard templates) are what you're really complaining about.

Employment and consumer law tends to frown upon changing the body of law by contract. I'm referring to business formation, contracting, merging, fundraising, et cetera. If you sign under California law for many of these agreements, you will often find at least 3 pages listing out specific sections of California civil procedure and commercial code that both parties will, almost every time, find it beneficial to exempt themselves from. You can't do it in a single, blanket paragraph. You have to write out custom paragraphs for each and every section.

California may have a good body of law, but taking three to 4 times longer to litigate means it costs, cetris paribus, three to 4 times more to defend your contracts. That greatly benefits deep-pocketed litigants (and contract breachers).

Ah, yep. I agree with all of that, except I'm not sure if there's a linear relationship between case lifespan and fees. The delay in California really comes from overburdened courts and distant trial dates. Anecdatally, I haven't found that this encourages lawyers to churn any more work than the case "naturally" supports (i.e., the amount they can get away with billing given the claim size, complexity, insurance pot, fee clauses, etc.).

I wonder if you would agree with your statement on loyalty if the roles are reversed:

"If the company DECIDES to hire you and use thousands of hours of your life each year so that the company can enjoy a profit, the company owes you its loyalty."

Rare is the company whose leadership feels that any meaningful loyalty is owed to employees.

Edit: I want to add that your 4 guidelines are wonderful if you work for genuinely good, moral people who want to "do the right thing" and who have the luxury of setting such priorities. But caution is necessary. Far too many employees devote decades to a company only to find when they're ill or older that loyalty was a one-way street.

I agree with your reversed statement. The company needs to be loyal to it's employees too.

But in my opinion, some principles should not depend on how the other side acts:

"If my company is not loyal to me, it's my right to deceive them as well."

-> No, I will stick to my principles. I might bring it up to management. I might quit. But I won't act destructively because the other side does.

Otherwise it's a downwards spiral: you will meet many toxic people in your life. If you lower your standards everytime you do, at some point you will be one of them.

This case is a microcosm of a fundamental tension. Namely: how should we divide the pie between capital and labor, if baking the biggest pie requires devaluing labor? There are explicitly positive and normative components to that question. Positive analysis can’t resolve normative questions, and vice versa.

Personally, I’m not interested in questions such as whether the OP has been dishonest, or what the status-quo legal regime would prescribe. I am interested in the underlying economic reality. The OP has developed a technology with real and quantifiable value. He created wealth. So: who should keep it?

At the macro level, I think it’s pretty clear that the existing economic and legal regime would have these gains accrue to capital owners. After all, markets (when they function) do a good job of allocating resources according to value signals. But that's just a default allocation; that doesn't tell us "who should keep it".