Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Latest Posts › Foreign Corporations


Officers And The Internal Affairs Doctrine

My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”.  As explained by the U.S. Supreme Court,...more

9/2/2015 - Agents Board of Directors Choice-of-Law Corporate Officers Corporations Code Employment Contract Foreign Corporations Internal Affairs Doctrine State of Incorporation

Out-of-State M&A Lawyer Can Be Sued In California

Many M&A transactions are negotiated across state lines.  When an out-of-state lawyer misrepresents facts in a phone call and email to a lawyer in California, do those communications render the foreign lawyer amenable to suit...more

7/22/2015 - Attorney Malpractice Cross-Border Transactions Foreign Corporations Forum Selection Personal Jurisdiction Residency Test

Some California General Corporation Law Nonsense

Recently, I gave a brief presentation concerning various provisions of the California General Corporation Law that could apply to corporations incorporated outside of California.  I emphasized that the CGCL defines the terms...more

7/16/2015 - Corporations Code Foreign Corporations SCOTUS State of Incorporation

Why Foreign Corporations Might Not Care Where You Live

I noticed the following description of California’s principal “pseudo-foreign” corporation statute in a recently filed registration statement: Section 2115(b) of the California Corporations Code imposes certain...more

7/1/2015 - Corporations Code Foreign Corporations

Another Dubious Assertion Concerning Section 2115

I have often written about numerous provisions of the California Corporations Code that expressly apply to foreign corporations meeting specified tests. The most famous, but not the only, statute of this breed is Section...more

6/25/2015 - Corporations Code Foreign Corporations Form S-1 Nasdaq Publicly-Traded Companies

Court Of Appeals Holds No ERISA Preemption Of Section 419(b)

The Ninth Circuit Court of Appeals’ recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles...more

6/23/2015 - Appeals Benefit Plan Sponsors Corporations Code ERISA ESOP Foreign Corporations General Corporation Law Preemption Share Certificates

California’s Bizarre Voting Records Disclosure Requirement

Some statutes are so poorly drafted that one hardly knows where to begin. One such statute is Section 711 of the California Corporations Code. According to the legislature, the purpose of the statute is “to serve the public...more

6/17/2015 - Corporations Code Disclosure Requirements Financial Markets Foreign Corporations Securities Shareholder Votes Stocks

June 30 Deadline Looms For Foreign Lending Institutions

California Corporations Code Section 191(d) provides that a “foreign lending institution” will not be considered to be “doing, transacting or engaging in business” in California solely by reason of engaging in specified...more

6/10/2015 - Banking Sector Doing Business Foreign Corporations Lenders Principal Place of Business Secretary of State

The “Long Arm” Of Section 2115 May Be Shorter Than Some Believe

Recently, I came across a prospectus that included a description of California Corporations Code Section 2115 under the caption “Description of Capital Stock”. The description began...more

2/25/2015 - Foreign Corporations Prospectus Stocks

Unregistered Foreign LLCs – Are They In Violation?

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries.  Why, for example, did the legislature deem it necessary to change the...more

2/10/2015 - Derivative Suit Foreign Corporations LLC Pleading Standards RULLCA Secretary of State

Ninth Circuit Finds No Tag Jurisdiction Over Foreign Corporation

When a corporation sends an officer to a conference in California, is the corporation present in California? A corporation can only act through its officers. Thus, it might be said that the corporation is present wherever...more

8/22/2014 - Foreign Corporations Foreign Jurisdictions Jurisdiction Professional Liability

Facebook/Oculus VR Acquisition Raises Pseudo-Foreign Corporation Question

Yesterday, The Guardian reported that Facebook had acquired Oculus VR using a combination of cash and stock. Facebook avoided SEC registration by availing itself of a fairness hearing before the Department of Business...more

7/23/2014 - Department of Business Oversight Facebook Fairness Hearings Foreign Corporations SEC

How Confused Is This? California Defines LLCs Subject To New Law To Include Foreign LLCs

The California Revised Uniform Limited Liability Company Act. which took effect on January 1 of this year, provides the statutory framework for the formation and operation of limited liability companies. The law appears to...more

6/24/2014 - Foreign Corporations Limited Liability Companies LLC

This International Shoe Doesn’t Fit: Subsidiary May Not Be Parent’s Agent

Is a wholly-owned subsidiary per se an agent of the parent? In an opinion issued yesterday, the Nevada Supreme Court answered “not necessarily”. The legal issue was whether the German parent of a Delaware corporation doing...more

5/30/2014 - Foreign Corporations Foreign Subsidiaries Fourteenth Amendment Long Arm Statute Subsidiaries

Foreign Corporations: “It’s like déjà vu all over again.”

Public companies like to have have their homes in California, the just don’t like to incorporate here. It seems that there is nothing new this situation. In 1913, the great migration of corporations from New Jersey to...more

11/25/2013 - Foreign Corporations

Another Possible Exception To Exclusive Forum Bylaws

Yesterday, I discussed several vulnerabilities of exclusive forum bylaws should they be challenged in California. The California General Corporation Law includes many provisions that expressly subject foreign corporations to...more

6/28/2013 - Board of Directors Bylaws Corporate Governance Foreign Corporations

Corporations Code Reaches Contracts And Conveyances By Foreign Corporations

Corporations Code Section 313 generally provides that in the absence of actual knowledge of lack of authority, a contract executed by a corporation is not invalidated by any lack of authority of the signing officers provided...more

5/29/2013 - Applications Board of Directors Foreign Corporations

But Wait, California May Require Even More In Annual Reports To Shareholders

Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders. If a corporation has 100 or more holders of record (determined in accordance...more

5/14/2013 - Annual Reports Financial Statements Foreign Corporations Shareholders

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more

5/13/2013 - Financial Statements Foreign Corporations Publicly-Traded Companies Securities Exchange Act Shareholders

The California Taxpayer and Shareholder Protection Act of 2003

Ten years ago, there was concern about so-called “expatriate corporations”. These were corporations that incorporated in foreign jurisdictions to minimize their tax liability. In reaction to this phenomenon, the legislature...more

4/26/2013 - Foreign Corporations

Supreme Court Holds California’s Survival Statute Inapplicable To Delaware Corporation

Section 278 of the Delaware General Corporation in effect limits suits against dissolved corporations to a period of three years from dissolution. In contrast, Section 2010 of the California Corporations Code sets no time...more

2/25/2013 - Dissolution Foreign Corporations Limitation Periods

Legislature Imposes New Penalty On LLCs

As I discussed in this earlier post, “transacting intrastate business” is not the same as “doing business” in this state. Foreign corporations and limited liability companies must register with the Secretary of State if they...more

1/31/2013 - Filing Deadlines Foreign Corporations LLC Penalties Secretary of State Transacting Intrastate Business

Changes In California Business Entity Filings Take Effect Next Week

The California Secretary of State has given notice of the following changes to business entity filings...more

12/28/2012 - Agents Foreign Corporations LLC Secretary of State Service of Process

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