Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute?

Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act...more

5/27/2016 - Annual Reports Corporate Governance Foreign Corporations Rule 506 Offerings Securities Exchange Act

Do State Courts Lack Subject Matter Jurisdiction Over Covered Class Actions That Allege Only ’33 Act Claims?

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a “covered class action” under...more

5/26/2016 - Class Action Countrywide Securities Act of 1933 SLUSA Subject Matter Jurisdiction

Ninth Circuit Finds That Purpose Of Stock Rights Plan Matters

Most equity award plans that I come across include a statement of the plan’s purposes. I haven’t tended to give these provisions a whole lot of thought, but an opinion issued yesterday by the Ninth Circuit Court of Appeal...more

5/25/2016 - Employee Stock Purchase Rights Equity Compensation ERISA Retirement Plan

Who Decides Whether A Shareholder Has Complied With An Advance Notice Bylaw?

UCLA Professor Stephen Bainbridge asked the following question concerning advance notice bylaw provisions in “The Professor is Stumped: Today’s Corporate Law Question“...more

5/24/2016 - Advance Notice Business Judgment Rule Bylaws Corporate Governance Shareholder Meetings

How The Defend Trade Secrets Act Of 2016 Opens The Door To Disclosure Of Trade Secrets

François-Marie Arouet, better known as Voltaire, once famously wrote “Ce corps qui s’appelait et qui s’appelle encore le saint empire romain n’était en aucune manière ni saint, ni romain, ni empire (This body, which was, and...more

5/23/2016 - Business & Professions Code Defend Trade Secrets Act (DTSA) Personal Liability Whistleblower Hotlines

Did The SEC Staff Bypass The APA In Issuing New And Revised Non-GAAP Financial Measure C&DIs?

Earlier this week, the staff of the SEC’s Division of Corporation Finance issued several new, and rewrote several existing, Compliance and Disclosure Interpretations (“C&DIs”) relating to Non-GAAP Financial Measures. ...more

5/20/2016 - Administrative Procedure Act CD&I Non-GAAP Financial Measures Regulation G SEC

Synecdoche And The California Corporations Code

Synecdoche is a literary trope by which one refers the whole by a component, or vice versa. The word is derived from an ancient Greek word, su?e?d???, which means understanding one thing with another. Although I was first...more

5/19/2016 - Corporations Code Legal Writing

Does A Dissolved Corporation Have Officers And Directors?

It might be reasonable to assume that a dissolved corporation no longer has any officer and directors. However, the California General Corporation Law seems to assume that dissolved corporations continue to have directors...more

5/18/2016 - Board of Directors Corporate Dissolution Corporate Officers

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 Companies Principal Place of Business

Is A Blue Sky Exemption For Farms Sustainable?

Today, California regulates the offer and sale of securities more by exemption than qualification. In addition, California and other states have lost authority over a significant amount of securities transactions due to...more

5/16/2016 - Blue Sky Laws Farms Preemption Proposed Legislation

“We Reserve The Right To Refuse Service To Anyone”, But What Would Blackstone Do?

I’ve previously written about how both California and Nevada have statutorily adopted the common law of England as the rule of decision for courts in those states. See Ahistorical Bedfellows: The California Corporations Code...more

5/13/2016 - Casinos English Common Law Hospitality Industry NV Supreme Court

How To Revive A Suspended Corporation

Yesterday’s post concerned the circumstances that will cause the California Franchise Tax Board to suspend a corporation’s rights, powers, and privileges to conduct business in California. Suspension, however, is reversible,...more

5/12/2016 - Corporations Code Franchise Tax Board Revivor Secretary of State Suspensions

Suspension By The Franchise Tax Board

Yesterday’s post concerned the two circumstances in which the Secretary of State might suspend a corporation. The California Franchise Tax Board will suspend a corporation if it fails to pay taxes, penalties, fees or...more

5/11/2016 - Corporations Code Franchise Tax Board Secretary of State Suspensions Transacting Intrastate Business

Corporate Suspension By The California Secretary Of State

In California, a corporation may find its powers, rights and privileges suspended by either the Secretary of State or by the Franchise Tax Board.  Today’s post discusses the two roads to suspension by the California Secretary...more

5/10/2016 - Corporations Code Franchise Tax Board Revenue & Taxation Code Secretary of State Suspensions

Court Rules Attorney-Client Privilege Ceases To Exist When Corporation Ceases To Exist Without Successor

The LLC May Well Be The Platypus Of Business Organizations - What happens to the attorney-client privilege when a corporation dissolves? Magistrate Judge Sallie Kim recently answered that question in Virtue Global...more

5/9/2016 - Attorney-Client Privilege Corporate Dissolution Corporations Code Limited Liability Companies

Unilateral Disarmament, The Prisoners’ Dilemma And SEC Staff Comment Letters

In an arms race, each suffers the worst result if it disarms and the other side remains armed. However, if both sides are armed, they are not as well off as when both sides are disarmed. This is, of course, the classic...more

5/6/2016 - Compelled Speech Corporate Issuers SEC SEC Comment Letter Process Tandy Letter

Has Your Promissory Note Been Outlawed?

The modern understanding of the term “outlaw” is someone who has broken the law and has not been captured and brought to justice. There is, however, another sense of the term. A note is said to be “outlawed” when the...more

5/5/2016 - Promissory Notes Statute of Limitations

Is Forced Speech In Responding To Staff Comment Letters Inaccurate Speech?

In 2014, the Securities and Exchange Commission announced that all comment letters would request that the issuer include the so-called “Tandy Letter”. Thus, all staff comment letters include a request for a written statement...more

5/4/2016 - Fixing America’s Surface Transportation Act (FAST Act) JOBS Act Registration Statement SEC Tandy Letter

Simple Majority Voting And The Magna Carta

Some activists are continuing to submit stockholder proposals seeking the implementation of “simple majority voting”.  For example,  Morgan Stanley’s 2016 proxy statement includes the following proposal from Newground Social...more

5/3/2016 - Corporate Governance Majority Voting Policies Morgan Stanley Shareholder Activism

Why Delaware Corporations Should Worry About California Law When Making Dividends

When paying a dividend to shareholders, California corporations are subject to Chapter 5 of the California Corporations Code. Corporations incorporated in Delaware and other states may also be subject to Chapter 5 if they...more

5/2/2016 - Choice-of-Law Corporations Code Dividends Foreign Corporations Uniform Voidable Transactions Act (UVTA)

Plaintiffs Find California Courts Congenial To Section 11 Actions

Muttering About Mottoes - The official motto of the State of California is “Eureka”. Cal. Gov’t Code § 420.5. The word is a transliteration of the Greek word e????a which is first person, singular, indicative active...more

4/29/2016 - Countrywide Jurisdiction Section 11 Securities Act of 1933

Inspecting Foreign Corporation Shareholder Lists

Recently, I’ve written about the “absolute” right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600. Readers at, or representing, foreign corporations may have skipped...more

4/28/2016 - Foreign Corporations Inspection Rights Nasdaq Shareholders

Federal Court Rules “Mere Affiliation” Is Insufficient To Establish Personal Jurisdiction

Nearly four years ago, I wrote about a Nevada Supreme Court decision holding that Nevada courts can exercise personal jurisdiction over nonresident officers and directors who directly harm the corporation. Consipio Holding,...more

4/27/2016 - Corporate Officers NV Supreme Court Personal Jurisdiction

More On Inspecting The Shareholder List And The Regulation Of Alien Implants

Yesterday’s post discussed California’s “absolute” right of shareholders to inspect the shareholder list established by Section 1600 of the California Corporations Code. Some additional points are briefly worth noting...more

4/26/2016 - Corporations Code Inspection Rights Shareholders

Inspecting The Shareholder List

Section 1600(a) of the California General Corporation Law establishes the “absolute right” of a shareholder or shareholders to inspect the shareholder list. To be eligible to exercise this right, the shareholder or...more

4/25/2016 - General Corporation Law Shareholders

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