Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Latest Publications


Nevada Seizes Delaware’s Business Entity Formation Crown

Delaware has long dominated the market for incorporations. Thus, I was surprised to see University of Nevada Law Professor Eric H. Franklin write that Nevada enjoys a 4 to 1 advantage over Delaware in corporate formations. ...more

10/21/2016 - Benefit Corporations Business Formation

How Certain Can You Be Of A General Partner’s Authority?

In this post, Professor Douglas K. Moll attacks the question of whether a partner has “actual authority, simply as a matter of his ‘partner’ status, to bind the partnership to an ordinary business transaction”...more

10/20/2016 - General Partner Partnership Agreements Partnerships Revised Uniform Parternship Act RUPA)

The High Price Of Trying To Enforce The Unenforceable

Readers of this blog will know that California marches to its own drummer when it comes to the enforceability of covenants not to compete. California Business & Professions Code Section 16600 declares these covenants void...more

10/19/2016 - Attorney's Fees Compensatory Damages Dealers Malicious Prosecution Non-Compete Agreements Permanent Injunctions Restrictive Covenants U-Haul Unfair Competition Law (UCL)

Why State Registration Of Security-Based Swaps Is Non-Existent

The regulation of “swaps” lies at the intersection of the commodities and securities regulation. In the parlance of commodity regulation, a “swap” is a contract or transaction that provides for a payment dependent on an...more

10/18/2016 - Dodd-Frank Enforcement Actions Registration Requirement Securities Act of 1933 Securities Exchange Act Security-Based Swaps

The Principal Executive Office – It’s Not Just About Venue

Last week, I wrote about the venue implications of the location (or lack of) a corporation’s principal executive office. The location of a corporation’s PEO isn’t just about venue, however. Numerous provisions of the...more

10/17/2016 - Bylaws General Corporation Law Principal Place of Business Venue

Why The Location Of The Principal Executive Office Matters

The California General Corporation Law does not require that a California corporation have a principal executive office located in California. In fact, Section 177 explicitly contemplates that a corporation’s PEO may be...more

10/14/2016 - Bylaws General Corporation Law Principal Executive Office (PEO) Statement of Information Venue

New California Law Threatens To Destroy Plan Uniformity

Companies often include a choice of law provision in their equity and other compensation plans. Some companies include a choice of law in the award agreement, either in lieu of, or in addition to, the plan document. ...more

10/13/2016 - Choice-of-Law Compensation & Benefits Compensation Agreements Contract Terms Employment Contract Equity Compensation Labor Code Multistate Corporations New Legislation Voidable

Hiring & Firing Officers In California

John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers? He notes...more

10/12/2016 - Articles of Incorporation Board of Directors Bylaws Corporate Officers Hiring & Firing Officer Removal

Officers: Got Business Judgment Rule? Nevada Says Yes, Delaware Maybe Not

Francis Pileggi writes about a recent ruling by U.S. District Judge Sue L. Robinson in which she refused to consider whether the business judgment rule applied to officers of a Delaware corporation...more

10/11/2016 - Business Judgment Rule Corporate Officers Delaware General Corporation Law

The JOBS Act And The Convergence Of Private And Public Sales Under The UCC

Section 9610(b) of the California Commercial Code provides that if commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at...more

10/10/2016 - JOBS Act Rule 506 Offerings SEC Secured Creditors Uniform Commercial Code (UCC)

“Tandy Letter” Requests – RIP

Broc Romanek reported yesterday that the staff of the Securities and Exchange Commission will no longer require “Tandy Letter” disclaimers in responses to staff comments. Among other things, the Tandy Letter policy required...more

10/7/2016 - Affirmative Defense Disclosure Requirements SEC Tandy Letter

Will California Public Pension Systems Go Underground In Implementing New Disclosure Law?

Writing in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Catherine Skulan and Raj Marphatia provide an interesting overview of California’s recently enacted alternative investment vehicle fee...more

10/6/2016 - Administrative Procedure Act Alternative Investment Funds Fee Disclosure Pension Funds Required Forms Retirement Plan

How This Scotus Became A Byword For Dunce

The Supreme Court of the United States is sometimes referred to by the initialization – SCOTUS – as in the well regarded SCOTUSblog. Scotus is also a name attached to one of the most famous scholars of the High Middle Ages –...more

10/5/2016 - Clearing Agencies Proposed Amendments SCOTUS SEC Securities Exchange Act

Why You Should Have Read Last Week’s Posts On California’s D&O Loan Ban

I spent the better part of last week writing about California Corporations Code Section 315. The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the...more

10/4/2016 - Board of Directors Department of Business Oversight General Corporation Law Insider Loans Joint and Several Liability

These Loans Can Be Problematical Even When The Borrower Isn’t An Officer or Director

I spent most of last week discussing California Corporations Code Section 315. As a reminder, that statute prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the obligation of,...more

10/3/2016 - Corporations Code Default Insider Loans Non-Recourse Loans Shareholder Approval

Pay-To-Play Meets The California Labor Code

In 2010, the Securities and Exchange Commission adopted a rule (17 CFR § 206-4(5)) prohibiting an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or...more

9/30/2016 - Campaign Contributions Chief Compliance Officers Investment Adviser Labor Code SEC

D&O Loans: California Section 315 Versus Sarbanes-Oxley Section 402

Although both Section 315 of the California Corporations Code and Section 402 of the Sarbanes-Oxley Act purport to ban loans to directors and officers, there are significant differences between these statutes.  Below is a...more

9/29/2016 - Corporations Code General Corporation Law Insider Loans Sarbanes-Oxley

California’s D&O Loan Ban And Advancement Of Expenses

Yesterday’s post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code. Because Section 315 doesn’t define “loan”, it may not always be clear...more

9/28/2016 - Corporate Governance Corporations Code Defense Costs Insider Loans Sarbanes-Oxley

California’s Ban On Loans To Directors And Officers

California banned loans to directors and officers decades before Congress thought of doing so as part of the Sarbanes-Oxley Act of 2002.  Current Corporations Code Section 315 prohibits corporations from making loans of money...more

9/27/2016 - Corporations Code Insider Loans Sarbanes-Oxley Shareholder Approval

Legislature (Re)Enacts A Maximum De Minimis Finance Lenders Law Exemption

The California Finance Lenders Law defines a “finance lender” as anyone that is engaged in the business of making consumer loans or making commercial loans. Cal. Fin. Code § 22009. Knowing the definition of “finance lender”...more

9/26/2016 - Commercial Leases Consumer Lenders Financial Services Industry Governor Brown Licensing Rules

SEC Overlooks Nevada’s Transfer Agent Licensing Laws

Transfer agents provide a number of crucial services, primarily for publicly traded companies. Among other responsibilities, they maintain ownership records, record security transfers, issue and cancel certificates and...more

9/23/2016 - Licensing Rules Publicly-Traded Companies Regulatory Standards Secretary of State Transfer Agents

Does California Corporate Law Really Govern 20% of All Public Companies?

On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k. According to the Professor, California is the headquarters state for 20%...more

9/22/2016 - Corporations Code Delaware General Corporation Law Foreign Corporations Publicly-Traded Companies Stock Exchange

Can Limited Partnerships Have Officers?

Can limited partnerships have officers? In many cases, individuals with officer titles will actually be officers of the general partner. My question is whether a limited partnership itself may have officers....more

9/21/2016 - Corporate Officers General Partner Limited Partnerships Partnership Agreements

What The Public Utilities Code, Toilets And A Porphyrogenetus Emperor Have In Common

Mobile West LLC v. City & County of San Francisco, 2016 Cal. App. LEXIS 769 (1st Dist. Sept. 15, 2016) is not the kind of case that I typically write about in this blog. After all, it has nothing to do with corporate,...more

9/20/2016 - Public Utility

Should Tweener Corporations Include This Provision In Their Equity Compensation Plans?

I have previously commented on the phenomenon of what I call the “tweener” corporation. See Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute? These are corporations that are not...more

9/19/2016 - Equity Compensation Regulation A Reporting Requirements Securities Exchange Act

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