Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Does An LLC Maintain Its Records At Its Designated Office When They Are In The Cloud?

Section 17701.13 of the California Corporations Code requires that a limited liability company designate and continuously maintain in California both an office and an agent for service of process. The office need not be a...more

5/17/2016 - Agents Books & Records Corporations Code Limited Liability Company (LLC) Principal Place of Business

Officers And The Internal Affairs Doctrine

My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”.  As explained by the U.S. Supreme Court,...more

9/2/2015 - Agents Board of Directors Choice-of-Law Corporate Officers Corporations Code Employment Contract Foreign Corporations Internal Affairs Doctrine State of Incorporation

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

The General Counsel Is Not The Shareholders’ Agent

A recent paper by Adair Morse, Wei Wang, and Serena Wu, Executive Gatekeepers: Useful and Divertible Governance, tackles interesting questions about the the effectiveness of internal gatekeepers and the impact of equity...more

10/1/2014 - Agents Attorney-Client Privilege Conflicts of Interest Shareholder Litigation Shareholders

In This Case, Placement Agent Status Was Better Than Underwriter Status

As a general matter, California Corporations Code Section 25401 declares it unlawful to make an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the...more

7/24/2014 - Agents Privity of Contract Remedies Underwriting

Assembly To Consider Mandatory Indemnification Of LLC Agents

The California legislature operates on a two-year schedule. Cal. Const. Art. IV, Sec.3(a). The legislature will convene for the second year of the current biennium next Monday (Jan. 6). J.R. 51(a). One immediate job for...more

1/2/2014 - Agents Limited Liability Company (LLC)

No Directors, No Officers, No Employees And No Agents – Now What?

Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist. One might wonder what use can there be in a corporation deprived of head and limb. In...more

5/3/2013 - Agents Attorney-Client Privilege Board of Directors Corporate Officers Discovery Waivers

Changes In California Business Entity Filings Take Effect Next Week

The California Secretary of State has given notice of the following changes to business entity filings...more

12/28/2012 - Agents Foreign Corporations Limited Liability Company (LLC) Secretary of State Service of Process

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