Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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California Judge Sides With Congress and Fifth Circuit In Whistleblower Split

Sean McKessy, Chief, Securities and Exchange Commission’s Office of the Whistleblower, Division of Enforcement discussed a recent split between the circuits this webcast broadcast last Thursday by ...more

9/22/2015 - Dodd-Frank Retaliation SEC Webcasts Whistleblower Protection Policies Whistleblowers

Did The SEC Misapprehend The Meaning of “Will”?

Today is the close of the comment period on the Securities and Exchange Commission’s proposed rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which added Section 10D to the Securities...more

9/14/2015 - Comment Period Dodd-Frank Indemnification Listing Standards Proposed Regulation SEC Section 10D

Court Rules That The SEC Unlawfully Withheld Action Mandated By Congress

Last fall, I wrote about Oxfam America’s second lawsuit to force the Securities and Exchange Commission to adopt a resource extraction disclosure rule under Section 1504 of the Dodd-Frank Act.  Readers may recall that...more

9/3/2015 - Administrative Procedure Act Conflict Mineral Rules Cross Motions Dodd-Frank Oxfam America Petition for Rulemaking SEC

CalPERS And Pay Equity

The Securities and Exchange Commission has given notice of its intent to adopt final pay ratio disclosure rules at its meeting next week.  In applauding the SEC’s proposed rules, the California Public Employees’ Retirement...more

7/31/2015 - CalPERS CalSTRS Compensation & Benefits Disclosure Requirements Dodd-Frank Pay Ratio Public Employees SEC

Can The SEC Ignore Congress’ Plain Language?

In proposing executive incentive compensation clawback rules, the Securities and Exchange Commission departs materially from the plain words of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more

7/17/2015 - Clawbacks Dodd-Frank Executive Compensation SEC Section 10D Securities Exchange Act Statutory Interpretation

SEC Clawback Proposal Overlooks Contract Law Fundamentals

In proposing the clawback rules for stock exchanges mandated by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission evinces little regard for contrary...more

7/14/2015 - Bylaws Clawbacks Corporate Governance Dodd-Frank Employment Contract Executive Compensation Indemnity Agreements SEC

What The SEC Pretermitted In Proposing Clawback Policy Rule

The Securities and Exchange Commission began the month by issuing proposed rules that would direct national securities exchanges and associations to establish listing standards requiring companies to adopt policies that...more

7/10/2015 - Clawbacks Dodd-Frank Executive Compensation Incentive Compensation Listing Standards Preemption Proposed Regulation Rule 10D-1 SEC

What Exactly Does The SEC Mean By “Permit”?

The Securities and Exchange Commission has proposed rule amendments to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L.  No. 111-203, 124 Stat. 1900 (July 21, 2010).  Among other...more

4/27/2015 - Dodd-Frank Proposed Amendments Regulation S-K SEC

Are The SEC’s Canons Of Ethics Written In The Wind And Waves?

It’s easy to be annoyed by the SEC’s failure to comply with clear statutory mandates. However, not everyone is longanimous. Oxfam America, for example, has moved beyond irritation to litigation. Oxfam America’s suit is...more

4/7/2015 - Dodd-Frank Reporting Requirements SEC Section 1504

Is Anything Fishy With The SEC’s Whistleblower Inquiries?

Yesterday, Rachel Louise Ensign of The Wall Street Journal wrote that the SEC recently sent letters “to a number of companies asking for years of nondisclosure agreements, employment contracts and other documents”.  According...more

2/27/2015 - Dodd-Frank Employment Contract Enforcement SEC Subpoenas

Does The SEC Have Hedging Backwards?

Last week, the Securities and Exchange Commission announced that it is proposing new rules requiring “disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the...more

2/18/2015 - Dodd-Frank Hedging Proposed Regulation Public Disclosure SEC

SEC Seeks To “Overrule” Fifth Circuit Whistleblower Interpretation

In Asadi v. G.E. Energy United States, L.L.C., 720 F.3d 620 (5th Cir. 2013), the Fifth Circuit Court of Appeals held that an employee who reported a suspected Foreign Corrupt Practices Act violation internally but not to the...more

12/15/2014 - Chevron Deference Dodd-Frank FCPA SEC Whistleblowers

Oxfam America Takes A Stand, But Does It Have Standing?

Recently, I wrote about Oxfam America’s new lawsuit against the Securities and Exchange Commission for failing to adopt a final rule implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

9/23/2014 - Article III Dodd-Frank SEC Standing

SEC Shamelessly Targets Late Filers

Yesterday, the Securities and Exchange Commission announced “charges” against 28 officers, directors, or major shareholders for failing to report timely ownership and transactions as required by Section 16(a) and Section 13...more

9/11/2014 - Dodd-Frank Enforcement Actions Filing Requirements SEC Securities Exchange Act

Notes From The 2114 Securities Law Conference

Courtesy of Professor Emmett Brown, I recently attended the 2114 Securities Law Conference and I must say that I was heartened by what I heard there and then. Here are some of my notes from the conference...more

6/20/2014 - Dodd-Frank Form 8-K Insider Trading Reporting Requirements SCOTUS SEC Section 16

Does SEC Independence Mean A Lack Of Accountability?

Earlier this week, Broc Romanek highlighted a recent panegyric on SEC independence given by SEC Chairwoman Mary Jo White. Independent agencies are the platypodes of the federal government. Many are inclined to view...more

10/23/2013 - Compliance Dodd-Frank Enforcement JOBS Act Mary Jo White Resource Extraction Rule 506 Offerings SEC

If One Bad Actor SpoilsThe Whole Barrel, What’s An Issuer To Do?

The Jackson Five had it wrong. Under the SEC’s recently adopted Rule 506(d), one bad actor can spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However,...more

10/2/2013 - Bad Actors Dodd-Frank Investors Regulation D Rule 506 Offerings SEC

Differing Perspectives On The SEC’s Proposed CEO Pay Ratio Rule And Who Speaks For CalPERS?

Last Wednesday, a divided Securities and Exchange Commission issued proposed amendments to Item 402 of Regulation S-K. Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to amend...more

9/25/2013 - CalPERS CEOs Dodd-Frank Executive Compensation Pay Ratio Regulation S-K SEC Transparency

California Court Of Appeal Affirms Dismissal Of Say-On-Pay Suit

Yesterday, a panel of the California Court of Appeal added to the growing list of opinions rejecting suits triggered by failed say-on-pay votes. Some may be surprised that this case, which involves a Delaware corporation,...more

9/18/2013 - Dismissals Dodd-Frank Executive Compensation Federal Jurisdiction Say-on-Pay

Congress Wants To Ban Felons While California Doesn’t Want To Ask

This week, the Securities and Exchange Commission’s “bad actor” rule amendments take effect. These rule amendments implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which is entitled...more

9/16/2013 - Bad Actors Compliance Dodd-Frank Felons Regulation D SEC

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

8/16/2013 - Advertising Bad Actors Dodd-Frank General Solicitation Private Placements Regulation D Rule 144A Rule 506 Offerings SEC

Ninth Circuit Says Say-On-Pay Suit Should Stay In California Court

In enacting the Dodd-Frank Act, Congress made it clear to everyone, other than the plaintiffs’ bar, that say-on-pay votes were advisory only, did not create or imply any change in fiduciary duties of directors, or create or...more

8/2/2013 - Directors Dodd-Frank Fiduciary Duty Say-on-Pay

Court Rejects SEC’s Interpretation That All Exchange Act Reports Are Public

SEC Misreads The Dodd-Frank Act - Commenting on the SEC’s short-lived resource extraction rule, Professor Stephen Bainbridge recently posted: Can’t anybody at the SEC do basic cost benefit analysis? I hesitate to...more

7/8/2013 - Administrative Procedure Act Chevron v NRDC Dodd-Frank Public Disclosure Resource Extraction SEC Statutory Interpretation

Could The Product Of Two Debts Really Be A Fortune?

In 628 in the Gurjar capital city of Bhillamala (now, Bhinmal, India), the mathemetician Brahmagupta set out to explain how zero and negatives numbers work. In his book, Brahmasphutasiddhanta, he set forth the rule that the...more

1/30/2013 - Administrative Procedure Act Advertising Dodd-Frank General Solicitation JOBS Act SEC

SEC Faces A Swarm Of Legal Issues In Considering The Investor Advisory Committee’s Recommendations Concerning General Solicitation

The SEC’s Investor Advisory Committee held another meeting last week with Elisse B. Walter making her first public appearance as SEC Chairman. She and Commissioner Luis A. Aguilar had many kind words for the Committee’s...more

1/21/2013 - Dodd-Frank General Solicitation Investor Advisory Committee JOBS Act SEC

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