Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Governor Signs Bill Aimed At Fixing CARULLCA

Readers of this blog will know that I’ve been censorious of California’s Revised Uniform Limited Liability Company Act (CARULLCA), Corporations Code §§ 17701.01 – 17713.13.  The Partnership and Limited Liability Companies...more

10/13/2015 - Amended Legislation Bar Associations Beverly-Killea Limited Liability Company Act Corporations Code Limited Liability Companies RULLCA

Governor Signs Finders Exemption Bill

Yesterday was the last day for Governor Brown to sign or veto bills passed by the Legislature on or before September 11 and in the his possession after that date.  Cal. Const. Art. IV, § 10(b)(1).  On Saturday, he signed into...more

10/12/2015 - Broker-Dealer Exemptions Finders Jerry Brown New Legislation Registration Requirement

Why Not Let The Market Decide The Frequency Of Earnings Reports

In an Op-Ed published yesterday by the Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe  argue for the retention of quarterly earnings reports with some modifications.  They...more

10/9/2015 - Form 10-Q Publicly-Traded Companies Quarterly Report SEC

A Criminal Waste Of Space Foments Securities Law Problem

California Court of Appeal Justice William W. Bedsworth writes the popular syndicated column “A Criminal Waste of Space”.  In this month’s column, Justice Bedsworth expounds on the highly improbable case of a man who...more

10/8/2015 - Appeals Corporations Code Offerings Securities Sports Betting

Benefit Corporation Files For Initial Public Offering

A few years ago, I participated in the drafting of California’s Flexible Purpose Corporation Act, Cal. Corp. Code § 2500 et seq.  In 2014, the legislature changed the name to “Social Purpose Corporations Act”.  SB 1301...more

10/7/2015 - Corporate Entities Corporations Code Delaware General Corporation Law IPO Public Benefit Corporation Special Purpose Entities

Insider Trading, Newman And Der Prozess

The U.S. Supreme Court’s denial of review in U.S. v. Newman, 773 F.3d 438 (2014) yesterday inspired the following very short tale: Joseph K. knew that he had done nothing wrong, but, one morning, he was arrested.  Joseph K....more

10/6/2015 - Insider Trading SCOTUS SEC US v Newman

Now This Is Truly Discomfiting – The SEC Proposes To Give Itself A 270 Day Extension!

In July 2010, Congress ordered the Securities and Exchange Commission to adopt a resource extraction rule within 270 days (i.e., by April 17, 2011).  The SEC missed that deadline by 1 year, 4 months and 2 days (or a total of...more

10/5/2015 - Petition for Rulemaking Resource Extraction Rulemaking Process SEC Time Extensions

Do Public Pension Funds Breach Their Fiduciary Duties By Pursuing Social Issue Proposals?

Yesterday, UCLA Law School Professor Stephen Bainbridge noted the publication of a recent study that reaches some devastating conclusions for public pension funds.  The study by Professor Tracie Woidtke at the University of...more

10/2/2015 - Board of Directors CalPERS CalSTRS Fiduciary Duty Pensions Public Pension Shareholder Activism Shareholder Proposals

NASAA Mistakes The Principal

I have frequently commented on the fact that many so-called “investor protections” have the unintended consequence of increasing the risk of investor losses.  One example are limitations on resales.  An illiquid security is...more

10/1/2015 - Capital Formation Investors Proposed Amendments Proposed Legislation Resales Agreements Securities Act of 1933 Startups

Proposed Initiative Seeks Vote On California Nationhood

Earlier this month, California’s Secretary of State announced that the proponent of a California nationhood proposal may circulate the initiative for signature.  The proponent must secure the signatures of 365,880 registered...more

9/30/2015 - Citizen Initiative Campaigns Secretary of State

When Is Medical Information Considered Sensitive?

As discussed in yesterday’s post, the Securities and Exchange Commission has proposed that persons involved in administrative proceedings be required to submit all documents and other items electronically.  Under the SEC’s...more

9/29/2015 - Administrative Hearings Electronic Filing Exemptions FOIA PHI SEC

SEC Proposes “A Clearly Unwarranted Invasion of Personal Privacy”

Last week, the Securities and Exchange Commission proposed that persons involved in administrative proceedings be required to submit all documents and other items electronically.  The SEC is proposing these rules as part of...more

9/28/2015 - Electronic Data Transmissions FOIA Personally Identifiable Information Proposed Regulation SEC

The Delaware Court Of Chancery’s Not So Exclusive Jurisdiction

Section 145(k) of the Delaware General Corporation Law is quite clear and emphatic about which court may hear actions for indemnification or advancement of expenses: The Court of Chancery is hereby vested with exclusive...more

9/25/2015 - Arbitration Attorney's Fees Bylaws Delaware General Corporation Law Exclusive Forum Indemnification Clauses Indemnity Agreements Principal Place of Business

Where In The World Is An Issuer’s Home Country?

The Securities and Exchange Commission’s proposed rules setting listing standards for recovery of erroneously awarded compensation would allow exchanges to permit foreign private issuers to forgo recovery as impracticable if...more

9/24/2015 - Clawbacks Executive Compensation Foreign Private Issuers Listing Standards Proposed Regulation SEC Section 10D

Capturing The SEC

Suppose you are selling a service with some success.  You want to increase sales, but how?  You could promote the value of your services, but some may disagree and others may be indifferent.  A more certain solution would be...more

9/23/2015 - Auditors Emerging Growth Companies Internal Audit Functions Publicly-Traded Companies Regulatory Agenda SEC

California Judge Sides With Congress and Fifth Circuit In Whistleblower Split

Sean McKessy, Chief, Securities and Exchange Commission’s Office of the Whistleblower, Division of Enforcement discussed a recent split between the circuits this webcast broadcast last Thursday by ...more

9/22/2015 - Dodd-Frank Retaliation SEC Webcasts Whistleblower Protection Policies Whistleblowers

Just When Does That Law Take Effect?

The California legislature sits in a two-year session known as a biennium.  The current session is the 2015-2016 session.  The first year of the session ended on September 11, 2015.  That was the last day for the legislature...more

9/21/2015 - Legislative Process

Complaint To Administrative Agency Does Not Support Abuse of Process Claim But May Be A Nuisance

Bonnie Springs Ranch sits below towering and very picturesque Aztec Sandstone cliffs a few miles outside of Las Vegas, Nevada.  After terminating a contract to sell some adjacent land, Bonnie Springs alleged that that buyer...more

9/18/2015 - Abuse of Process Administrative Authority Nuisance NV Supreme Court Punitive Damages

A Most Nescient Comment?

Monday was the close of the comment period on the Securities and Exchange Commission’s proposed rules with respect to listing standards requiring recovery of erroneously paid incentive compensation....more

9/17/2015 - Administrative Procedure Act Comment Period Incentive Compensation Labor Code Listing Standards Proposed Regulation SEC

Was This Director Duly Elected Or Appointed?

Suppose that a corporation’s bylaws includes the following two provisions: 1.  The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board...more

9/16/2015 - Articles of Incorporation Board of Directors Bylaws Corporate Minutes Insurance Litigation Meeting Minutes Policy Exclusions

The Fundamental Distinction Overlooked By The SEC

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize...more

9/15/2015 - Clawbacks Comment Period Corporate Officers Executive Compensation Foreign Issuers Internal Affairs Doctrine Issuers Jurisdiction Publicly-Traded Companies SEC

Did The SEC Misapprehend The Meaning of “Will”?

Today is the close of the comment period on the Securities and Exchange Commission’s proposed rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which added Section 10D to the Securities...more

9/14/2015 - Comment Period Dodd-Frank Indemnification Issuers Listing Standards Proposed Regulation SEC Section 10D

Filing Notices of Exemption Online In California

Occasionally, I’m asked whether it is possible to file a specific notice electronically using the California Department of Business Oversight’s online portal.  To use this service, you must register online.  There are two...more

9/11/2015 - Department of Business Oversight Electronic Filing Small Offering Exemptions

Private Placement Memorandum Saves The Day For Defendants

Do you ever wonder whether the time and expense of preparing a private placement memorandum is really worth it? Does anyone ever escape liability because of a well drafted PPM? A recent opinion by the California Court of...more

9/10/2015 - Appeals Contract Drafting Discovery Rule Private Offerings Private Placements

Failure To Follow Up Demand Dooms Derivative Suit

Shareholders wanting to pursue a derivative suit all come to the same fork in the road.  One fork is to make a demand.  The other is to file a lawsuit and allege that demand would have been futile.  Most plaintiffs choose the...more

9/9/2015 - Demand Futility Demand Response Derivative Suit Shareholder Litigation Shareholders

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