Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

Contact  |  View Bio  |  RSS

Latest Publications

Share:

Did You Ever Wonder Whether “Within” Might Be A Superfluous Pleonasm?

Suppose that you hold an option that must be exercised “within 30 days prior to the expiration of the option”.  Does this mean that you must exercise the option no later than thirty days before the expiration date or that you...more

8/27/2015 - Contract Interpretation Expiration Date Stock Options

California Enacts Change-in-Control Benefits For Grocery Workers

Last week, Governor Jerry Brown signed AB 359 (Gonzalez) that will impose a worker retention requirement when there has been a change in ownership or control of grocery establishments.  In general, the bill will require the...more

8/26/2015 - Change in Control Change in Ownership Employee Retention Grocery Stores Hiring & Firing Jerry Brown Labor Code Local Ordinance New Legislation Notice Requirements Performance Reviews Preemption Recordkeeping Requirements

Nevada Enacts Provisions Permitting Ratification Of Corporate Acts

Etymologically, one might view the meaning of “ratify” as to make as one had thought.  It is derived from two Latin words – ratus (the past participle of the verb meaning to think) and facere (the infinitive of the verb...more

8/25/2015 - Board of Directors Corporate Governance Delaware General Corporation Law Ratification

California Amends Code To Authorize Worker Cooperatives

I’ve written in the past about various efforts to create a workers cooperative law here in California.  See Are Worker Cooperatives A “Sea Water Fish In A Freshwater Pond”? and In The Year 2525, If Man Is Still Alive, If...more

8/24/2015 - Amended Regulation Corporations Code Worker Cooperatives

Court Poised To Decide Whether Directors Are Agents

Not quite four years ago, I wrote about whether directors are agents. The post was prompted by then Chancellor William B. Chandler III’s assertion...more

8/21/2015 - Agents Board of Directors Delaware General Corporation Law Directors Fiduciary Duty News Corp Publicly-Traded Companies Whistleblower Protection Policies

California, Nevada and 38 Other States Have These, But Delaware Doesn’t

According to the National Center for State Courts, forty states, including California and Nevada, have established intermediate courts of appeal.  California’s Court of Appeal was established by a constitutional amendment...more

8/20/2015 - Abuse of Discretion Appeals Appellate Courts Business Judgment Rule De Novo Standard of Review Derivative Suit Sua Sponte

California Reverts To Former Securities Anti-Fraud Statute

Readers of this blog will recall my chariness of a 2013 amendment to California’s basic securities anti-fraud statute.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t...more

8/19/2015 - Corporations Code Department of Business Oversight Department of Corporations Jerry Brown New Legislation Rule 10b-5 SEC Securities Securities Fraud

Section 10(b) Claim Receives a Do-Wacko-Do

So many Section 10(b) claims involve claims of misrepresentation that it easy to forget that the rule also makes it unlawful to use manipulative devices in connection with the purchase or sale of securities.  However, a...more

8/18/2015 - Misrepresentation Pleading Standards Price Manipulation Rule 10(b) Rule 10b-5

Conduct Unbecoming Of An Officer And An Employee?

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities...more

8/17/2015 - C-Suite Executives Clawbacks Executive Compensation General Corporation Law Listing Standards Military Service Members Officers Proposed Regulation SEC

Nevada Corporate Law: What’s Wrong With Expedition?

As someone who has been writing about Nevada corporate law for over two decades, I’ve been somewhat amused by the recent “discovery” of the Silver State as an alternative to Delaware. Writing for The Wall Street Journal, Liz...more

8/14/2015 - Business Formation Forum Selection Startups

SEC Staff Declares Performance History Is Not Factual

The Securities and Exchange Commission staff recently issued a series of additional Compliance and Disclosure Interpretations with respect to what might constitute a “general solicitation” under Regulation D.  These...more

8/13/2015 - C&DIs General Solicitation Issuers Regulation D SEC

Why The SEC’s Pre-Existing Relationship Test Is The Mirror Image of California’s

One significant condition to California’s limited offering exemption is that all purchasers have a “pre-existing relationship”...more

8/11/2015 - Established Business Relationship Issuers Regulation D SEC Small Offering Exemptions

Does The Power To Choose Not Include The Power To Remove?

Last week I wrote about Vice Chancellor John W. Noble’s ruling in Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015) that a stockholder adopted bylaw empowering stockholders to remove officers is invalid.  The...more

8/10/2015 - Board of Directors Bylaws Corporate Governance Corporate Officers Delaware General Corporation Law Shareholders

Did You Ever Wonder What You Might Do In California But Not Delaware?

A recent decision by the Delaware Court of Chancery tackles the question of whether a stockholder may adopt a bylaw granting stockholders the right to remove officers.  In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July...more

8/7/2015 - Bylaws Corporate Officers Delaware General Corporation Law Shareholder Rights Shareholders

50% Shareholder Denied Say In Defense Of Corporation

If two shareholders each own one half of the outstanding shares of a corporation, one might expect that they would have an equal say in just about everything.  It turns out that in some circumstances they won’t....more

8/6/2015 - Breach of Contract Breach of Duty Conflicts of Interest Corporate Dissolution Cross-Complaints Shareholders Standing

Do De Facto Officers Owe Fiduciary Duties?

A recent ruling by Magistrate Judge Jacqueline Scott Corley addressed the interesting question of whether a consultant might owe a fiduciary duty as a de facto officer.  Music Grp. Macao Commer. Offshore, Ltd. v. Foote, 2015...more

8/5/2015 - Consultants Corporate Officers Fiduciary Duty

Will You Be Gulled By This Notice?

Some Nevada corporations have been receiving the above notice and paying a $150 fee to the Division of Corporate Services. According to the Nevada Secretary of State...more

8/4/2015 - Filing Fees Fraud Greece Secretary of State

CalPERS And Pay For Performance

A few weeks ago, CalPERS’ Director of Corporate Governance, Anne Simpson, sent a letter to the Securities and Exchange Commission in support of the SEC’s proposed pay for performance disclosure rule. Her letter notes CalPERS’...more

8/3/2015 - C-Suite Executives CalPERS Compensation Committee Pay Ratio Pay-for-Performance Proposed Regulation Public Employees Publicly-Traded Companies SEC

CalPERS And Pay Equity

The Securities and Exchange Commission has given notice of its intent to adopt final pay ratio disclosure rules at its meeting next week.  In applauding the SEC’s proposed rules, the California Public Employees’ Retirement...more

7/31/2015 - CalPERS CalSTRS Compensation & Benefits Disclosure Requirements Dodd-Frank Pay Ratio Public Employees SEC

Senate Appropriations Committee Is Next Stop For California Finders Bill

AB 667 (Wagner) continues to wend its way through the California legislature.  The bill, which was sponsored by the Corporations Committee of the Business Law Section of the California State Bar, defines a finder as a natural...more

7/30/2015 - Accredited Investors Department of Business Oversight Filing Requirements Finders Issuers Pending Legislation Regulation D

California Crowdfunding Bill In Suspense

Yesterday, Broc Romanek published several posts regarding crowdfunding.  Meanwhile here in California, crowd funding has stalled in the legislature.  AB 722 (Perea) passed unanimously out the Assembly Committee on Judiciary...more

7/29/2015 - Crowdfunding Pending Legislation

CalPERS Claims Success; Proxy Monitor Says CalPERS Success Leads To Lower Stock Prices

“Fair is Foul, and Foul is Fair” - In this press release issued last week, CalPERS congratulated itself on the “success” of its proxy voting initiatives:...more

7/28/2015 - CalPERS Corporate Governance Proxy Season Proxy Voting Guidelines Public Pension Shareholder Activism Shareholder Proposals Shareholders

Court Declines To Declare “S” Corporation Shareholders’ Agreement Unenforceable

In general, shareholders of a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code are taxed on corporate profits regardless of whether the corporation makes any distribution of those...more

7/27/2015 - Articles of Incorporation Board of Directors Corporations Code Income Taxes IRC Public Policy S-Corporation Shareholder Distributions Shareholders Shareholders' Agreements

When It Comes To Director Compensation, California Is Not Delaware

Yesterday, I wrote about my disagreements with the approach to director compensation adopted by the Delaware Court of Chancery in Calma v. Templeton, 114 A.3d 563 (Del. Ch. 2015) and Seinfeld v. Slager, 2012 Del. Ch. LEXIS...more

7/24/2015 - Board of Directors Corporations Code Director Compensation Equity Compensation Fairness Standard Interested Parties Restricted Stocks

No Calm In Delaware After Calma v. Templeton

In derivative suits, cases are essentially lost and won at the motion to dismiss stage.  Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more

7/23/2015 - Board of Directors Business Judgment Rule Corporate Governance Delaware General Corporation Law Derivative Suit Executive Compensation Fairness Standard Independent Directors Motion to Dismiss SEC Shareholders

679 Results
|
View per page
Page: of 28

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×