Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Is Counterfeit Currency A Bank Note?

Counterfeiting was once considered to be tantamount to treason. It is still a serious, but not capital, crime. In fact, it is one of only four crimes specifically mentioned in the Constitution. Notably, however, the...more

6/28/2016 - Bank Notes Counterfeiting Criminal Prosecution Forgery U.S. Treasury

Are A Breach Of Fiduciary Duty And A Breach Of Governing Documents “Non Bis In Idem”?

Last week, I discussed the Court of Appeal’s consideration of whether the business judgment rule protects a director from claims based on breach of the corporation’s governing documents. See Does The Business Judgment Rule...more

6/27/2016 - Board of Directors Breach of Duty Business Judgment Rule Bylaws Fiduciary Duty Homeowners' Association

Does The Business Judgment Rule Protect Directors Who Violate Governing Documents?

Under the business judgment rule, a director will not be liable for a mistake in business judgment provided that certain conditions are met. In the case of a California nonprofit mutual benefit corporation, a director who...more

6/24/2016 - Board of Directors Business Judgment Rule Homeowners' Association Non-Profits Personal Liability

What Is A Knowing Violation Of Law?

Nevada’s private corporation law automatically exculpates directors and officers from individual liability from individual liable to the corporation or its stockholders or creditors for any damages as a result of any act or...more

6/23/2016 - Board of Directors Corporate Officers Corporations Code Personal Liability

10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory Statutes

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation...more

6/22/2016 - Articles of Incorporation Board of Directors Delaware General Corporation Law Demand Futility Exculpatory Clauses Personal Liability

Genealogy And The Corporate Lawyer

Who is family and how close are they? These aren’t questions that typically occupy the mind of a corporate lawyer. Occasionally, however, consanguinity matters even to a corporate lawyer. Thus, Section 308 of the...more

6/21/2016 - Corporate Governance Corporations Code Probate Code Shareholders

The Legal William Shakespeare

This past April marked the 400th anniversary of the death of William Shakespeare. See Happy Birthday William Shakespeare! In 37 plays, Shakespeare wrote of kings, generals, lovers, and fools. He also made frequent mention...more

6/20/2016 - Shakespeare

Court Holds Inspection Statute Does Not Require That Records Be Brought To California

In “The Scope Of Stockholder Inspection In California And Delaware“, I wrote about what a shareholder is entitled to inspect under California’s shareholder inspection statute – Corporations Code Section 1601. I did not...more

6/17/2016 - Books & Records Corporations Code Inspection Rights Principal Place of Business Shareholder Rights

Drafting Bylaws – Four Things To Consider

Four points to consider when drafting these often crucially important, but tiresome, documents: - Distinguish among Shall/Will/Must. I often cite Bylaws as an example of how “shall” may sometimes mean “must” while other...more

6/16/2016 - Bylaws Contract Drafting Contract Terms

Clock Winds Down On Resource Extraction Disclosure Rule

Congress told the SEC to adopt a resource extraction disclosure rule by no later than April 17, 2011. The SEC missed that statutory deadline by over a year. After the SEC belatedly adopted a rule in 2012, the U.S. District...more

6/15/2016 - American Petroleum Institute Disclosure Requirements Oxfam America Resource Extraction SEC

As Delaware Goes, So Goes Washington?

In a posting yesterday, Professor Stephen Bainbridge poses the question “When an acquirer spots red flags: Should Microsoft’s board beware?” He points out...more

6/14/2016 - Acquisitions Bad Faith Citigroup Independent Boards Microsoft

Did Ethiopian Electric Power Violate California’s Corporate Securities Law?

Last week, the Securities and Exchange Commission announced a $6.5 million settlement with Ethiopian Electric Power, which was described in the SEC’s order as “a government-owned power utility headquartered in Addis Ababa,...more

6/13/2016 - Energy Projects Enforcement Actions Foreign Entities Public Utility SEC

Solon And The California Constitution

Article IV, Section 8 of the California Constitution requires that to be passed, a bill must first be read...more

6/10/2016 - Legislative Process New Legislation Securities

Contractors Do It, PIs Do It; Why Not Real Estate Brokers?

Individuals and corporations, but not limited liability companies, may be licensed as real estate brokers under the California Real Estate Law. This is a result of a bargain reached when California’s enacted its first...more

6/9/2016 - Business & Professions Code Licensing Rules Limited Liability Companies Proposed Legislation Real Estate Brokers

California DBO Proposes Finders Exemption Regulations

Last fall, California enacted a finders exemption to the broker-dealer registration requirement under the Corporate Securities Law of 1968. See Governor Signs Finders Exemption Bill. This new exemption took effect on...more

6/8/2016 - Department of Business Oversight Exemptions Finders Proposed Regulation

He Had A Vice President’s Title And The Company Identified Him As “Management”, But He Was No Officer

Delaware attorney Francis Pileggi recently wrote about a ruling in the Court of Chancery concerning Nevada’s private corporation law. The case, Eric Pulier v. Computer Sciences Corp., et al., C.A. No. 12005-CB, hearing (Del....more

6/7/2016 - Corporate Officers Corporations Code Privately Held Corporations

Non-Disparagement, The Magna Carta And Yelp

Disparagement isn’t what it used to be. In the good old days, disparagement meant a marriage to a social inferior. The word itself is derived from the Old French word Old French, desparagier, meaning to degrade. The...more

6/6/2016 - Contract Terms Disparagement Online Reviews Social Networks Yelp

Over 1,000 Nevada Business Entities To Lose Their Registered Agent

In 2007, Nevada adopted the Model Registered Agents Act. It is currently one of 10 states to have done so (plus the District of Columbia). Nevada’s enactment of the model act may have been predestined by the fact that the...more

6/3/2016 - Designated Agent Secretary of State

Does The SEC’s New Form 10-K Rule Create A New Disclosure Standard?

Yesterday, the Securities and Exchange Commission announced that it has adopted an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in their annual reports. ...more

6/2/2016 - Disclosure Requirements Fixing America’s Surface Transportation Act (FAST Act) Form 10-K Interim Rule SEC

The Scope Of Stockholder Inspection In California And Delaware

Don’t peek at the statute, and answer the following question: A stockholder of a Delaware corporation has a statutory right to inspect a corporation’s (a) books of account; (b) accounting books and records; or (c) other...more

6/1/2016 - Books & Records Corporations Code Delaware General Corporation Law Inspection Rights Yahoo!

When Someone Is Missing, Is Consent Unanimous?

The word “unanimous” is derived from two Latin words, unus (meaning one) and animus (mind). Thus in Plautus’ play, the servant, Stichus, tells his friend, Sagarinus: “ego tu sum, tu es ego, unianimi sumus (I am you and you...more

5/31/2016 - Board of Directors Corporate Governance Corporations Code Written Consent

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

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