Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Court Rejects Challenge To Internal Affairs Doctrine

Marvell Technology Group, Ltd. is a publicly traded company that is incorporated in Bermuda. Marvell’s U.S. operating subsidiary is based in California. A year ago, an institutional stockholder filed a derivative suit...more

12/5/2016 - Corporations Code Derivative Suit Internal Affairs Doctrine Subsidiaries

Unregistered Sales Of Certificates Of Deposit

Last spring, the California Department of Business Oversight warned consumers that two related companies have been offering unlicensed online securities broker-dealer services and “unregistered sales of certificates of...more

12/2/2016 - Certificate of Deposit Department of Business Oversight FDIC Preemption Unregistered Brokers

Court Rules Fixed Income Annuity Is Not A Security Under The CSL

Because annuity contracts involve the payment of money in the expectation of future payments, one might conclude that they are securities within the meaning of the California Corporate Securities Law of 1968. Evidently, that...more

12/1/2016 - Annuities Class Action Corporations Code Summary Judgment

California’s Private Fund Adviser Exemption

Before the enactment of the Dodd-Frank Act in 2010, many advisers to alternative investment vehicles, such as hedge funds, private-equity funds, and venture capital funds relied on the Section 203(b)(3) exemption from...more

11/30/2016 - Department of Business Oversight Dodd-Frank Exemptions Investment Advisers Act of 1940 Investment Company Act of 1940 Registered Investment Advisors

When A Director May Not Be Interested In Director Compensation

Suppose that a corporation has three directors, A, B & C, each of whom is compensated by the corporation. Is director A financially interested in a resolution fixing the compensation of director B? Corporations Section...more

11/29/2016 - Board of Directors Compensation Corporate Governance

Is The SEC’s Universal Proxy Proposal A Product Of Agency Capture?

More than six decades ago, the late Professor Marver H. Bernstein published his theory of regulatory capture in Regulating Business By Independent Commission (Greenwood Press 1955). According to his theory, agencies follow a...more

11/28/2016 - Advisory Committee AFL-CIO CalPERS CalSTRS Institutional Investors SEC Universal Proxy Cards

Court Addresses “Fair Value” Determination In Statutory Buyout Proceeding

When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the plaintiff’s shares at their...more

11/25/2016 - Buyouts Corporate Dissolution Fair Value Standard Shareholders

When Non-Voting Shares Have The Right To Vote

The California General Corporation Law authorizes a corporation to “issue one or more classes or series of shares or both, with full, limited or no voting rights”. Cal. Corp. Code § 400(a). Thus, it may be reasonable to...more

11/23/2016 - Corporate Governance General Corporation Law Voting Rights Voting Shares

SEC Hands Out Millions While Leaving The Public In The Dark

Last week, the Securities and Exchange Commission issued a press release announcing its decision to award $20 million “to a whistleblower who promptly came forward with valuable information that enabled the SEC to move...more

11/21/2016 - Corporate Misconduct Enforcement Actions SEC Whistleblower Awards Whistleblowers

Incorporating In Delaware May Not Eliminate Director Liability Under This California Statute

Some readers may have skipped this week’s posts discussing director liability under California Corporations Code Section 316 on the theory that the statute applies only to directors of corporations incorporated under the...more

11/18/2016 - Corporations Code Foreign Corporations Legislative Vetoes Pre-approval SEC

Does The Foolish Director Abide Whilst The Wise Director Flees?

Never fear? Smith Is No Longer Here - Yesterday’s post highlighted Section 316 of the California Corporations Code, a statute that imposes joint and several liability on directors who approve specified transactions such...more

11/17/2016 - Abstention Board of Directors Corporate Governance Corporations Code

In California, Directors Who Abstain May Still Face Liability

Section 316(a) of the California Corporations Code imposes joint and several liability on directors who approve any of the following actions...more

11/16/2016 - Corporate Counsel Corporations Code Directors Joint and Several Liability Personal Liability

More Silliness In California’s Revised Uniform Limited Liability Company Act

Readers will know that I have been a frequent critic of California’s Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. In many cases, it is simply hard to believe that the legislature really...more

11/15/2016 - Corporations Code Limited Liability Company (LLC) RULLCA

All Power To The People: Initiatives And Referenda In California

A year ago, I addressed the effective date of California legislative bills in this post. In California, the people can also exercise legislative power through two different mechanisms – the initiative and the referendum. In...more

11/14/2016 - Citizen Initiative Campaigns Citizens United Constitutional Amendment Referendums State Constitutions

California Voters Reject 11th Hour Gutting And Amending Of Bills

Not quite a year ago, I wrote: A reader of the California Constitution would be lead to believe that the course of legislation is orderly and predictable. Under Article IV, Section 8(b), the legislature may make no law...more

11/11/2016 - Constitutional Amendment Public Meetings Video Recordings

A New Regulatory Paradigm For The SEC?

Many are speculating on the future of federal securities regulation as a result of the election of Donald J. Trump and the concomitant Republican control of both houses of Congress. Broc Romanek, for example, asks whether...more

11/10/2016 - Administrative Appointments Attorney-Client Privilege Donald Trump Regulatory Agenda SEC

Why Lincoln Was Wrong About A House Divided (At Least In The UK)

On Wednesday, June 16, 1858, delegates of the Republican State Convention of Illinois gathered in Representatives’ Hall in Springfield. At about 5:00 p.m., delegate Charles L. Wilson submitted the following resolution...more

11/9/2016 - Abraham Lincoln Members of Congress UK

Hairsplitting The Polls

In recognition of today’s election, today’s post is about polls, poles and Poles. The General Corporation Law uses the word “poll” exactly once – in describing the duties of the inspectors of election at meetings of...more

11/8/2016 - Delaware General Corporation Law General Corporation Law

Why The SEC Isn’t Vegas

Last week, I wrote that the Securities and Exchange Commission is sending letters to registrants requesting information about compliance with Regulation G and Item 10(e) of Regulation S-K. These letters request issuers to...more

11/7/2016 - FOIA Regulation S-K SEC

What Law Governs Real Property Conveyances By Foreign Corporations?

Consider the following fact pattern - Joe is the Chief Executive Officer of Transient, Inc., a Delaware corporation that is headquartered in Dallas, Texas. Transient’s sole asset is 100 acres of undeveloped land in...more

11/4/2016 - Agency Choice-of-Law Corporate Officers Foreign Corporations Purchase Agreement Real Estate Transfers

When CEOs Read This, They May Become Less Enamored Of Delaware

In a forthcoming paper, Professors Murali Jagannathan (Binghamton University School of Management) and A.C. Pritchard (University of Michigan Law School) evaluate whether there might be relationship between incorporation in...more

11/3/2016 - CEOs Corporate Governance Criminal Penalties Delaware General Corporation Law Non-GAAP Financial Measures SEC

Why Nevada Is A More Reliable Alternative To Delaware

Directors and officers cannot always base their decisions on first-hand information. As a practical matter, they must receive and act based on information and opinions of others. The question then becomes whether a...more

11/2/2016 - Board of Directors Corporate Governance Corporate Officers Delaware General Corporation Law

Establishing Authority By Acknowledgment

Last Friday, I discussed the ramifications of affixing a secretary’s certificate to a deed or instrument conveying or otherwise transferring any assets of a corporation. Today’s post covers the legal effect of obtaining a...more

11/1/2016 - Civil Code Corporations Code Notary Certificates

Five Propositions Concerning The SEC Whistleblower Program

Congress, not the Securities and Exchange Commission, established the whistleblower program six years ago as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As the program has awarded over $100 million...more

10/31/2016 - Dodd-Frank Sarbanes-Oxley SEC Transparency Whistleblower Awards Whistleblower Protection Policies

Why Affixing A Secretary’s Certificate Might Protect The Innocent

Transactional lawyers are used to obtaining officers’ certificates to back up their opinions or to deliver to the other party pursuant to a purchase or sale agreement. I wonder, however, how many buyers or secured lenders...more

10/28/2016 - Certifications Corporate Officers Corporations Code Deeds Purchase Agreement Security Agreements

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