Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Latest Posts › Business Judgment Rule


The California Political Contribution Case That 19 Law Professors Missed

Earlier this week, I wrote about an amicus curiae brief submitted by 19 law school professors Friedrichs v. Cal. Teachers Ass’n, a case now pending before the United States Supreme Court. In particular, I questioned whether...more

11/13/2015 - Board of Directors Business Judgment Rule Campaign Contributions Friedrichs v CA Teachers Association SCOTUS

Did 19 Law Professors Get The Business Judgment Rule Wrong?

In yesterday’s post, I wrote about the amicus curiae brief filed by 19 law school professors in Friedrichs v. California Teachers Ass’n, a case now pending before the United States Supreme Court.  Being a California corporate...more

11/11/2015 - Business Judgment Rule Homeowners' Association Non-Profits PACs Ultra Vires

Chancellor Bouchard Rules There Can Be No Ratification Without Works

In reading Chancellor Andre G. Bouchard’s ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith.  The...more

10/29/2015 - Board of Directors Business Judgment Rule Corporate Governance Delaware General Corporation Law Facebook Fairness Standard Independent Boards Mark Zuckerberg Ratification Shareholder Approval

California, Nevada and 38 Other States Have These, But Delaware Doesn’t

According to the National Center for State Courts, forty states, including California and Nevada, have established intermediate courts of appeal.  California’s Court of Appeal was established by a constitutional amendment...more

8/20/2015 - Abuse of Discretion Appeals Appellate Courts Business Judgment Rule De Novo Standard of Review Derivative Suit Sua Sponte

No Calm In Delaware After Calma v. Templeton

In derivative suits, cases are essentially lost and won at the motion to dismiss stage.  Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more

7/23/2015 - Board of Directors Business Judgment Rule Corporate Governance Delaware General Corporation Law Derivative Suit Executive Compensation Fairness Standard Independent Directors Motion to Dismiss SEC Shareholders

Nevada’s Business Judgment Rule: FDIC – 4; Management – 0

In recent weeks, the U.S. District Court has issued four separate rulings in cases brought by the Federal Deposit Insurance Corporation (FDIC) against former bank managers for breach of fiduciary duty. Here is a brief recap...more

11/18/2014 - Banks Breach of Duty Business Judgment Rule Corporate Officers Directors FDIC Fraud Negligence

Another Federal Judge Spurns Application Of The Business Judgment Rule To Officers

Last week, I covered the choice of law issue in FDIC v. Faigin, 2013 U.S. Dist. LEXIS 94899 (C.D. Cal. July 8, 2013) and promised more, When The Parent Is A Blue Hen And The Subsidiary Is A 49er, What Law Governs?...more

7/22/2013 - Business Judgment Rule Corporate Officers Federal Rule 12(b)(6) Statutory Interpretation

Officers And The Business Judgment Rule

Recently, I came across the following assertion: First, other than the recent aberration of Poggetto v. Switzer , the BJR has never been applied to officers in California....more

7/17/2013 - Business Judgment Rule Corporate Officers Fiduciary Duty

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 Corporate Officers Fiduciary Duty Reversible Error

Can Officers Contract For The Business Judgment Rule?

Yesterday, I wrote about a recent memorandum opinion by U.S. District Court Judge Dale S. Fischer that led to a jury verdict awarding nearly $169 million in damages against three former corporate officers. Among other things,...more

12/12/2012 - Business Judgment Rule Corporate Officers Fiduciary Duty

Is FDIC v. Van Dellem California’s Smith v. Van Gorkom?

Last Friday, the jury in FDIC v. Van Dellem (C.D. Cal. Case No. CV 10-4915 DSF (SHx)) returned a verdict totalling nearly $169 million against three former officers of the home builder division of IndyMac Bank, F.S.B. The...more

12/11/2012 - Business Judgment Rule Choice-of-Law

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