Keith Paul Bishop

Keith Paul Bishop

Allen Matkins

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Even In Nevada, “Get It Writing” May Not Be Far From The Mark

A recent ruling by U.S. District Court Magistrate George Foley, Jr. serves as a reminder the “get it in writing” tends to be good advice. The case involves a casino’s attempt to enforce a $3 million gaming debt incurred by...more

3/22/2017 - Casinos Credit Agreements Debt Collection Gambling

Court Finds Lawsuit By Corporation Against Minority Shareholder Is “Protected Activity”

SLAPP is the initialization of the phrase “strategic lawsuit against public participation”. A more informative description of SLAPP suits is found in Simpson Strong-Tie Co., Inc. v. Gore, 49 Cal.4th 12, 21 (2010)...more

3/21/2017 - Anti-SLAPP Appeals Protected Activity

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don’t appreciate it when their legal offerings are undermined by...more

3/20/2017 - Corporate Governance Delaware General Corporation Law Domestic Corporations Foreign Corporations Internal Affairs Doctrine Transacting Intrastate Business

How The Proposed Fix To Delaware’s Stockholder Consent Statute Can Be Fixed

Earlier this week, I wrote about a proposed amendment to Section 228 of the Delaware General Corporation Law. The amendment, which is proposed by The Corporate Council of the Corporation Law Section of the Delaware State...more

3/17/2017 - Corporate Governance Delaware General Corporation Law Proposed Amendments Shareholder Approval Written Consent

Consumer Loan, Commercial Loan or Neither?

The California Finance Lenders Law imposes a licensing requirement on persons engaged in the business of a finance lender. Cal. Fin. Code § 22100(a). Chapter 2 of the CFLL imposes a host of requirements on “consumer loans”...more

3/16/2017 - Commercial Loans Consumer Lenders Finance Lenders Law Licensing Rules

After 25 Years, Delaware Begins To See The Light

A quarter century ago, I wrote a brief piece criticizing how Delaware handled stockholder action by written consent...more

3/15/2017 - Delaware General Corporation Law Proposed Amendments Shareholder Approval Written Consent

“And” Or “Or” – This Ninth Circuit Opinion Highlights The Difference

“And” and “or” are classified as conjunctions. They are classified as such because they yoke together words, phrases, clauses and sometimes even sentences. They are not interchangeable, however, as illustrated by the recent...more

3/14/2017 - Appeals Evidentiary Standards Hostile Environment Public Employers

Why Bassam Salman Should Not Have Been Convicted

A lot of ink has been spilt on the United States Supreme Court’s decision in Salman v. United States, 137 S. Ct. 420 (2016). In that case, the Supreme Court upheld the criminal conviction of Mr. Bassam Salman who received...more

3/13/2017 - Criminal Prosecution Insider Trading SEC US v Salman

Can It Be That California, “The Biggest Loser” Is Also Number One?

In February, I published a post entitled Is California “The Biggest Loser”. My reference was to Professor Lynn LoPucki’s finding that “California, home to 1,210 [public] companies but state of incorporation for only 112, is...more

3/10/2017 - Crowdfunding Funding Portal Incorporation Regulation A

Exactly What Part Of “To The Commission” Is Ambiguous?

The Dodd-Frank Act gave us many things, including Section 21F of the Securities Exchange Act of 1934. Section 21F, prohibits employers from retaliating against a “whistleblower”. 15 U.S.C. § 78u-6(h)(1)(A). We need not...more

3/9/2017 - Anti-Retaliation Provisions Dodd-Frank SEC Whistleblower Protection Policies

Does Whistleblower Protection Extend To Disclosures To Your Mom Or The Press?

California and federal law establish ample protections for whistleblowers. These protections can be found in numerous laws, including the Sarbanes-Oxley Act, the Dodd-Frank Act, and Section 1102.5 of the California Labor...more

3/8/2017 - Breach of Contract Confidentiality Agreements Dodd-Frank Public Interest Sarbanes-Oxley Whistleblower Protection Policies

Professor Bainbridge On My “Beef” With Gantler v. Stephens

Professor Stephen Bainbridge yesterday provided a well considered assessment of my “beef” with the Delaware Supreme Court’s holding in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers...more

3/7/2017 - Agents Board of Directors Corporate Officers DE Supreme Court Fiduciary Duty

Finance Lenders Annual Report Deadline Is Nigh

Lenders and brokers licensed under the California Finance Lenders Law must file an annual report by the Ides of March (i.e., March 15) of each year. Cal. Fin. Code § 22159. This is a hard deadline and the Department of...more

3/6/2017 - Annual Reports Department of Business Oversight Finance Lender Finders Proposed Legislation

Why An Understanding Of Officers As Agents May Be Important

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including...more

3/3/2017 - Agents Board of Directors Choice-of-Law Corporate Officers Corporations Code Restatement of Torts

Can The Board Remove A Director?

Can a board of directors remove one of its own? In the case of a California corporation, the answer is no. The power to remove directors is vested in the shareholders and the superior court pursuant to Corporations Code...more

3/2/2017 - Board of Directors Corporate Governance Corporations Code Shareholder Rights

What The Delaware Supreme Court Overlooked In Gantler v. Stephens

I have never been reconciled to the Delaware Supreme Court’s pronouncement in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers are the same as those of directors”. Officers are, as...more

3/1/2017 - Agents Board of Directors Corporate Officers DE Supreme Court Fiduciary Duty

Should Corporate Law Preserve The Honor Of Salmon Or Fairness To Meinhard?

Should corporate law be concerned with the sinner or the sinned against? In the venerable case of Meinhard v. Salmon, 249 N.Y. 458, 464 (1928), Benjamin Cardozo penned these now famous lines...more

2/28/2017

Why Some Delaware Corporations May Be Concerned With California’s Supermajority Vote Requirements

Section 710(b) of the California Corporations Code defines a “supermajority vote” as a requirement set forth in a corporation’s articles of incorporation (or certificate of determination) that specified actions be approved by...more

2/27/2017 - Articles of Incorporation Corporate Governance Corporations Code Fixing America’s Surface Transportation Act (FAST Act) JOBS Act Shareholder Votes

Officers And The Business Judgment Rule

Last weekend I attended a symposium at the UCLA School of Law entitled “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”. The event, organized by ever erudite Professor Stephen Bainbridge,...more

2/24/2017 - Business Judgment Rule Choice-of-Law Corporate Officers Delaware General Corporation Law Fiduciary Duty Labor Code Restatement of Torts

Court Finds Promissory Notes Are Not Securities

Yesterday’s post concerned the Court of Appeal’s decision in People v. Black, 2017 Cal. App. LEXIS 130 (Cal. App. 6th Dist. Feb. 16, 2017). The case involved the criminal prosecution of an individual for making false...more

2/23/2017 - Corporations Code Criminal Prosecution False Statements Promissory Notes Risk Capital Securities Violations

Silver Hills Doesn’t Mute Howey

Anyone who has studied securities regulation since 1946 should be familiar with the U.S. Supreme Court’s definition of a “security” as enunciated by Justice Frank Murphy in S.E.C. v. Howey Co., 328 U.S. 293 (1946). That test...more

2/22/2017 - Corporate Securities Act Risk Capital

What Do You Know? Bill Proposes To Eliminate Scienter

Corporations Code Section 25401 is California’s basic securities antifraud statute...more

2/21/2017 - Corporations Code Proposed Legislation Scienter Securities Fraud

Is California “The Biggest Loser”?

I am very excited to be moderating a panel discussion this weekend at a symposium entitled Can Delaware Be Dethroned? Evaluating Delaware’s Dominance Of Corporate Law. The symposium is being presented by the Lowell Milken...more

2/17/2017 - State of Incorporation

Bill Introduced To Require Registration Of Finders Under The California Finance Lenders Law

The California Finance Lenders Law, Financial Code § 22000 et seq., currently requires licensing of finance lenders and brokers. A finance lender is defined as any person who is engaged in the business of making consumer...more

2/16/2017 - Brokers Commercial Loans Compulsory Licenses Consumer Lenders Finance Lender Finders Proposed Legislation

Investment Advisers And Broker-Dealers Face Scant Likelihood Of California Examinations

The California Department of Business Oversight recently issued a report on its Broker-Dealer/Investment Adviser Program. This report was required by the Budget Act of 2014. Although short, the report provides some...more

2/15/2017 - Broker-Dealer Department of Business Oversight Information Reports Investment Adviser Regulatory Oversight

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