Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Three Considerations For Drafting A Code of Business Conduct

Although the Securities and Exchange Commission does not require that a company adopt a code of business conduct and ethics, I would be very surprised to hear of an SEC reporting company that has not adopted such a code. ...more

8/26/2016 - Code of Conduct Confidential Information Conflicts of Interest Regulation S-K SEC

Are Alternate Committee Members “Then Serving”?

A number of amendments to Delaware’s General Corporation Law took effect at the beginning of this month. One of these changes was to establish a default quorum requirement for meetings of committees of corporate boards of...more

8/25/2016 - Board of Directors Corporate Governance Delaware General Corporation Law Quorum

Chevron Deference In California

In mid July, the House of Representatives passed the Separation of Powers Restoration Act of 2016, H.R. 4768 (SOPRA). If enacted, the SOPRA would amend the federal Administrative Procedure Act to require a reviewing court to...more

8/24/2016 - Administrative Procedure Act CA Supreme Court Chevron Deference De Novo Standard of Review Judicial Review Proposed Amendments

What, If Anything, Impedes The SEC’s Whistleblower Rule?

As I suspected, law firms are churning out memoranda on the SEC’s recent enforcement actions involving alleged impediments to whistleblowers. While accurately, summarizing these actions, I’m not sure that some of the authors...more

8/23/2016 - Catholic Church Confidential Information Enforcement Actions Religious Institutions Rule 21F SEC Whistleblower Protection Policies

Who Signs The Bylaws?

I am occasionally asked who should sign the bylaws. The question presumes that bylaws must be signed. Although the California General Corporation Law requires that the original or a copy of the bylaws be available to...more

8/22/2016 - Bylaws Corporate Governance Corporate Officers General Corporation Law

Ouch! Proxy Statement Argues That Resolving Dispute In California Court Was “Costly And Time Consuming”

As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: ““Holmes, when you strike at a king, you must kill him.” For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly. I was...more

8/19/2016 - Bylaws Clawbacks Delaware General Corporation Law Deutsche Bank Forum Selection Clause General Corporation Law Proxy Statements Rule 21F SEC Shareholder Approval Whistleblower Awards

How Much Is A Whistleblower Waiver Really Worth?

The Securities and Exchange Commission is aggressively interpreting and enforcing its rule against impeding whistleblowers. Rule 21F-17(a) provides...more

8/19/2016 - Rule 21F SEC Severance Agreements Waivers Whistleblower Awards Whistleblowers

Which Code Applies When A Stock Certificate Has Been Lost, Destroyed Or Wrongfully Taken?

Earlier this week, I wrote about Judge Edward M. Chen’s ruling in Sender v. Franklin Res., Inc., 2015 U.S. Dist. LEXIS 171453, 3-4 (N.D. Cal. Dec. 22, 2015). Judge Chen applied California Corporations Code Section 419 to a...more

8/17/2016 - Choice-of-Law Delaware General Corporation Law Enforcement Actions Internal Affairs Doctrine SEC Severance Agreements Share Certificates Uniform Commercial Code (UCC)

A Whistleblower Isn’t Impeded By The Want Of A Reward

Quite some time ago, I fabulated that airline delays might constitute a violation of Securities and Exchange Commission Rule 21F-17. That rule provides that no person “may take any action to impede an individual from...more

8/16/2016 - Contract Terms SEC Settlement Severance Agreements Whistleblower Awards

Replacement Of Lost Stock Certificate Is Not An Internal Affair, But So What?

U.S. District Court Judge Edward M. Chen recently ruled that a stockholder could maintain an action under California Corporations Code Section 419 for replacement of a lost, stolen or destroyed certificate. As just...more

8/15/2016 - Corporate Counsel Corporate Governance Corporations Code Delaware General Corporation Law Share Certificates

Suspended And Dissolved Corporation Still Defaulted

The story is straightforward; the legal ramifications are not: The plaintiff sued a corporation. Before the lawsuit was filed, the Secretary of State had suspended the corporation and then the corporation was...more

8/12/2016 - Cal Code of Civil Procedure Corporate Dissolution Default Judgment Service of Process

Has The California State Treasurer’s Office Gone Underground?

Late last month, the California State Treasurer’s Office announced a “move to stop ‘Pay-to-Play’ school bond campaigns”. According to the announcement...more

8/11/2016 - Administrative Procedure Act Pay-To-Play Public Contracts School Bonds State Treasurers

Rescission And The California Corporations Code

Yesterday, I wrote about an attempt, albeit unsuccessful, to avoid a forum selection clause by a claim of rescission. The plaintiffs’ in that case, Hatteras Enterprises, Inc. v. Forsythe Cosmetic Group, Ltd., 2016 U.S. Dist....more

8/10/2016 - Civil Code Forum Selection Clause General Corporation Law Rescission

Which Comes First, Rescission Or Choice Of Forum?

A recent ruling by U.S. District Court Judge Arthur D. Spatt raises the interesting question of whether a choice of law provision can be vitiated by rescission. The case, Hatteras Enterprises, Inc. v. Forsythe Cosmetic...more

8/9/2016 - Civil Code Forum Selection Rescission

This Case Caused Me To Take Stock

I recently came across Fukuda v. Nethercott, 2016 U.S. Dist. LEXIS 92462 (D. Utah, July 15, 2016). The case involved claims by the plaintiff that the defendants had sold him securities in violation of the registration...more

8/8/2016 - Cal Code of Civil Procedure Civil Code Corporate Issuers Limited Liability Companies Operating Agreements Securities Act of 1933 Stock Purchase Agreement Uniform Commercial Code (UCC)

Donald Trump’s Contribution To Nevada Corporate Law (And My Book)

A signature block in a contract seems like a small thing, but sometimes it can lead to litigation. When an officer signs a contract, is he signing solely as agent for the corporation or might he also be signing in his...more

8/5/2016 - Casinos Corporate Counsel Corporate Officers Donald Trump Employment Contract Hiring & Firing Interference Claims Service of Process Signatures

California, Delaware And Nevada Differ On Committee Composition

In a prior post, I compared the differing limitations on committee authority under California and Delaware law. Today’s post focuses on differences in committee composition among California, Delaware and Nevada. These are...more

8/4/2016 - Board of Directors Comment Period Compensation Committee Form 10-K SEC

Is “Whistle-Blow” A Bad Word?

John Doe 2 v. Superior Court, 2016 Cal. App. LEXIS 635 (Cal. Ct. App. 2016)If someone send an email stating that they hope that they might whistle-blow on you, have you been libeled? Los Angeles County Superior Court Judge...more

8/3/2016 - Appeals Email Libel Whistleblowers

Giving A Hand To Mandamus

“Mandamus” is the first person plural present indicative active form of the Latin word meaning to command. It is most likely the result of combining the Latin word for “hand”, manus, with the Latin word “to give”, do. Some...more

8/2/2016 - Cal Code of Civil Procedure Civil Code Petition for Writ of Mandate Writ of Mandamus

Shares May Have Voting Rights But Not Voting Power

Section 400 of the California Corporations Code establishes the following ground rules with respect to the voting rights of shares: - Classes or series of shares may have full, limited or no voting rights; -...more

8/1/2016 - Corporations Code General Corporation Law Voting Powers Voting Rights

Which Do You Use: Decisionmaking, Decision Making, or Decision-Making?

Recently, UCLA Law School Professor Stephen Bainbridge wrote about his allegiance to writing “decision making” as two words. In support, he cites the Chicago Manual of Style. I think that the Manual actually makes a...more

7/29/2016 - Legal Writing Young Lawyers

“Interim Final Temporary Rules”, Say What?

Visitors to the Securities and Exchange Commission’s website will find a pull-down menu entitled “Regulation”. One of the items on that menu has the oxymoronic title of “Interim Final Temporary Rules”. How can a rule be...more

7/28/2016 - Administrative Procedure Act Form 10-K Rulemaking Process SEC

CARULLCA Amendment Purporting To Eliminate Surprise May Do The Opposite

Readers will know that I’m no fan of California’s Revised Uniform Limited Liability Company Act (aka CARULLCA). As originally enacted, the law was rife with technical errors. As the legislature continues to tinker with the...more

7/27/2016 - Amended Regulation Corporate Dissolution Corporations Code Limited Liability Companies RULLCA

Is Rescission Ever Legal?

Yesterday’s post concerned when a corporation’s rescission of the issuance of shares does not constitute a “distribution to its shareholders” as defined in Section 166 of the California Corporations Code. I noted that one of...more

7/26/2016 - Corporations Code Equitable Relief Rescission Shareholder Distributions

When A Share Rescission Is Not A Distribution

Section 166 of the California Corporations Code defines “distribution to its shareholders”. Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes...more

7/25/2016 - Corporate Governance Corporations Code Rescission Shareholder Distributions Stock Redemption Stock Repurchases

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