Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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O Frabjous Day! Court Holds Passive Member Is Not “Doing Business”

The State of California imposes its franchise tax on every corporation (other than a bank, financial corporation or exempt corporation) that is “doing business” in California. Cal. Rev. & Tax Code § 23151. This tax is...more

1/13/2017 - Corporate Taxes Franchise Tax Board Franchise Taxes Passive Activity Principle Place of Business

Do Outsiders Have Standing?

One of the essential elements of a contract is the consent of the parties. Cal. Civ. Code § 1550(2). When a party is not a corporation, there is always a question of whether the person or persons signing the contract have...more

1/12/2017 - Bankruptcy Court Churches Consent Contract Formation Delaware General Corporation Law Non-Profits Standing

Should California Employers Be Insecure About California’s State-Run Retirement Savings Program?

Last September, California Governor Jerry Brown signed into law SB 1234 (De León) which implements the California Secure Choice Retirement Savings Program. 2016 Cal. Stat. ch. 804. If you haven’t heard of the program,...more

1/11/2017 - Employer Mandates Governor Brown Retirement Plan Secure Choice Savings Program

Five Gnostic Exemptions From The Qualification Requirements Of The Corporate Securities Law

When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code. Cal. Corp. Code...more

1/10/2017 - Banks Corporations Code Credit Unions Exemptions Non-Profits Preemption Secure Choice Savings Program

Is This SEC Claim False And Misleading?

Last week, the Securities and Exchange Commission announced yet another whistleblower award. According to the SEC, the award totals more than $5.5 million dollars. Tellingly, we don’t, and won’t, know the exact amount. The...more

1/9/2017 - SEC Whistleblower Awards

Must A Security Be Written?

In yesterday’s post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933. Both lists seem to contemplate...more

1/6/2017 - Corporations Code Securities Securities Act of 1933

Making A List Of Securities And Checking It Twice

California Corporations Code Section 25019 defines “security” not by saying what a security is but by providing examples of numerous types of securities. In this respect, Section 25019 is reminiscent of Section 2(a)(1) of...more

1/5/2017 - Corporations Code Securities

Annotate This – The United States Code

Anyone who has studied legal research will recognize that some codes are annotated and some are not. An annotated code includes the text of the statute and summaries of judicial decisions, regulations and other related...more

1/4/2017 - Legal Research

This Definition Of A Factor May Surprise You

The creditable H.W. Fowler described “factor” as “one of those words . . . which are so popular as thought-saving reach-me-downs that all meaning is being rubbed off them by constant use.” Fowler’s Modern English Usage (2d...more

1/3/2017 - Civil Code Third-Party Agents

10th Circuit Holds SEC ALJs Are Holding Office Unconstitutionally

In March 2015, I posed the following question: But if you were hailed before an unconstitutional tribunal with the ostensible authority to fine you and bar you from working, would you want a “real” court to step in and...more

12/29/2016 - Administrative Hearings Appointments Clause Constitutional Challenges Corporate Counsel Corporate Officers SEC

When Partnership “Members” Are Employees

Last week, I wrote about how AB 2883 changes the definition of “employee” vis-a-vis corporate directors. See Is A Corporate Director An Employee Subject To Workers’ Compensation? AB 2883 also rewrites the definition of...more

12/28/2016 - Directors Employee Definition Labor Code Limited Liability Company (LLC) Members Partnerships

California Secretary Of State Upgrades Business Searches

For some time, the California Secretary of State’s office has offered a business search application on its website. Although the function provided only limited information, the application received more than 5 million views...more

12/27/2016 - Corporations Code Filing Requirements Secretary of State

Has The SEC Paid Millions In Whistleblower Bounties To “Friends And Family”?

Earlier this month, the Securities and Exchange Commission announced yet another large whistleblower bounty. See SEC Awards Nearly $1 Million to Whistleblower. This brings to $136 million the total amount awarded to date by...more

12/22/2016 - Confidential Information SEC Securities Exchange Act Whistleblower Awards

Pay By Another Name Might Be Salt

Yesterday’s post concerned the classification of directors and officers as employees for purposes of California’s workers’ compensation law. Effective January 1, 2017, California Labor Code Section 3351(c) will define...more

12/21/2016 - Compensation Corporate Officers Directors Labor Code Wages

Is A Corporate Director An Employee Subject To Workers’ Compensation?

Corporate lawyers tend to believe that directors and officers are not ineluctably employees. Thus, it may come as a surprise that California’s workers’ compensation law has for some time defined an “employee” to include...more

12/20/2016 - Board of Directors Corporate Officers Department of Insurance Employee Definition Insurance Code

SEC Takes Action Because Issuer Did Not Effect A Public Offering

Until the addition of paragraph (c) to Rule 506 three years ago, securities lawyers spent a lot of time advising their clients on how to avoid a public offering of their securities. Thus, I found it somewhat ironic to read...more

12/19/2016 - Enforcement Actions Micro Entity Status Public Offerings Rule 506(c) SEC

Congress Voids Form Contract Provisions That Impede Consumer Reviews

To paraphrase William Somerset Maugham’s Of Human Bondage, businesses may ask you for a review, but they only want praise. Indeed some businesses have tried to ensure only good reviews by including non-disparagement clauses...more

12/16/2016 - Business Disparagement Consumer Review Fairness Act Contract Terms Enforcement Authority FTC Online Reviews

What Are Protestants Doing In The California Water Code?

The California Water Code makes numerous reference to “protestants”. Secularists need not fear. The reference isn’t to adherents of the reformation theologies of Martin Luther, John Calvin or Huldrych Zwingli. These are...more

12/15/2016 - Water

There’s Still Time For Congress To Void The SEC’s Resource Extraction Rule

Last June, the Securities and Exchange Commission belatedly adopted a rule requiring disclosure of resource extraction payments by issuers. As I wrote at the time...more

12/14/2016 - American Petroleum Institute Congressional Review Act Disclosure Requirements Oxfam America Resource Extraction Rulemaking Process SEC

Commissioner Finds Funding Is Not A Sine Qua Non For Lender Status

The California Department of Business Oversight administers and enforces the California Finance Lenders Law, Cal. Fin. Code § 22000 et seq. The CFLL prohibits any person from engaging in the business of a “finance lender”...more

12/13/2016 - Department of Business Oversight Finance Lender Licensing Rules

Happy New Biennium!

“Biennial” is a confusing word. The Nevada legislature meets biennially, i.e., every other year while the California legislative session is biennial, i.e., lasting two years. “Biennial” should not be confused with “biannual”...more

12/12/2016 - State Legislatures

How Does One Know When A Corporation Is Antagonistic?

When a shareholder files a derivative suit in state court, the defendants often will try to have the case removed to the federal district court. Federal courts, however, are courts of limited jurisdiction and not every...more

12/9/2016 - Derivative Suit Diversity Jurisdiction Shareholder Litigation

When A Majority Won’t Suffice

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more

12/8/2016 - Board of Directors Corporate Governance Corporations Code Quorum SEC Whistleblower Awards

Who Votes As Proxy For Shares Standing In The Name Of Another Corporation?

The Proxy Season blog yesterday discussed the following question from the Q&A Forum of TheCorporateCounsel.net...more

12/7/2016 - Board of Directors Delaware General Corporation Law Proxy Season Proxy Voting Guidelines

This Company Solicited Consents To Remove A Sitting Director

It’s not often that you see a company soliciting consents to remove one of its sitting directors. However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on October...more

12/6/2016 - Director Removal Directors Form 8-K Resignation SEC Shareholder Approval

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