Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Court Of Appeals Holds No ERISA Preemption Of Section 419(b)

The Ninth Circuit Court of Appeals’ recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles...more

6/23/2015 - Appeals Benefit Plan Sponsors Corporations Code ERISA ESOP Foreign Corporations General Corporation Law Preemption Share Certificates

Court Of Appeal Decides Against Arbitration Bylaw Amendment

Much has been written of late about the enforceability of exclusive forum bylaws. What happens when the forum isn’t a court, but an arbitration? Does it make any difference if the arbitration bylaw is adopted after a...more

1/29/2015 - Appeals Arbitration Bylaws Exclusive Forum Proposed Amendments

‘Tis A “Bootless Labour” To Ask The Staff To Appeal Its Own No-Action Advice

In This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing, I wrote about Jim McRitchie’s attempt to “appeal” the staff’s decision with respect to the exclusion of his proxy access proposal to Whole Foods Market,...more

1/12/2015 - Appeals No-Action Letters SEC Shareholder Proposals Shareholders Whole Foods

Court Holds Corporation “Coulda, Shoulda” Revived Itself

California law provides that a domestic corporation that fails to pay certain taxes and penalties may have its corporate rights and privileges suspended. Cal. Rev. & Tax. Code § 23301. While suspended, a corporation may not...more

12/30/2014 - Appeals Certificate of Revivor Franchise Tax Board Jurisdiction

This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing

Last week, James McRitchie submitted an “appeal” of the staff’s grant of no-action advice to Whole Foods Market, Inc. As explained in a post by Broc Romanek, Whole Foods was able to obtain that staff’s concurrence in...more

12/29/2014 - Appeals No-Action Letters Proxy Season Proxy Statements SEC Shareholder Proposals Shareholders Whole Foods

Buyer’s “I Have A Plan” Statement Found To Be Immaterial Puffery

A recent California Court of Appeal decision is a helpful reminder that buyers can also be targets of securities fraud suits. In Goldsholle v. Brisco, 2014 Cal. App. Unpub. LEXIS 7997 (Cal. App. 2d Dist. Nov. 6, 2014), the...more

11/25/2014 - Appeals Investors Section 25401 Securities Fraud Summary Judgment

The Proper Purpose Of Discovery In Derivative Suits

A plaintiff holding less than 2000 shares files a derivative suit against a corporation’s current or former directors and officers. The trial court finds the complaint to be internally inconsistent and that regulatory...more

10/28/2014 - Appeals Derivative Suit Discovery Shareholders

Nevada Supreme Court Upholds Fraud Verdict Against The California Franchise Tax Board

The Franchise Tax Board’s Shande - This is case that has been more than two decades in the making. It began in the 1990s when inventor Gilbert Hyatt filed a California tax return showing that he relocated from...more

9/19/2014 - Appeals Audits Damages Franchise Tax Board Fraud Governmental Immunity Punitive Damages Tax Returns

When A Judge Declares A Statute Unconstitutional, What’s An Agency To Do?

In the recent California gubernatorial debate, Governor Jerry Brown defended his decision to appeal Judge Rolf M. True’s ruling in Vergara v. California, Cal. Super. Ct. Case No. BC484642 (June 10, 2014). The case has...more

9/9/2014 - Appeals Education Code Equal Protection Tenure

Defendants Owed No Duty, But Still Liable

In Am. Master Lease Llc v. Idanta, 2014 Cal. App. LEXIS 402 (Cal. Ct. App. 2014), the Second District Court of Appeal resolved the following four questions...more

5/7/2014 - Aiding and Abetting Appeals Disgorgement Fiduciary Duty

Like Elmer Gantry, Supreme Court Breathes New Life Into Revivals

The state, of course, likes to see corporations pay their taxes. When a corporation fails to do so, “the corporate powers, rights and privileges of a domestic taxpayer may be suspended, and the exercise of the corporate...more

3/6/2013 - Appeals Corporate Taxes Jurisdiction

What Happens When Some Investors Agree To Arbitration But Others Don’t?

Arbitration continues to be a hot topic for the courts. See Achilles’ Shield And Judicial Review Of Arbitration Awards and U.S. Supreme Court Holds That State Courts Must Not Assume The Arbitrator’s Role By Declaring...more

2/12/2013 - Appeals Arbitration Agreements Investors Motion to Compel Third-Party

Court Of Appeal Finds Error In Refusal To Give “Business Judgment” Instruction To Jury

Justice Russell C. Ostrander: “judges are not business experts.” Dodge v. Ford Motor Co., 204 Mich. 459, 508 (1919) A few days ago, I wrote about U.S. District Court Judge Dale S. Fischer’s refusal to extend the...more

12/14/2012 - Appeals Business Judgment Rule Fiduciary Duty Officers Reversible Error

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