Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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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

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

Does California Corporate Law Really Govern 20% of All Public Companies?

On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k. According to the Professor, California is the headquarters state for 20%...more

9/22/2016 - Corporations Code Delaware General Corporation Law Foreign Corporations Publicly-Traded Companies Stock Exchange

Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute?

Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act...more

5/27/2016 - Annual Reports Corporate Governance Foreign Corporations Rule 506 Offerings Securities Exchange Act

Why Delaware Corporations Should Worry About California Law When Making Dividends

When paying a dividend to shareholders, California corporations are subject to Chapter 5 of the California Corporations Code. Corporations incorporated in Delaware and other states may also be subject to Chapter 5 if they...more

5/2/2016 - Choice-of-Law Corporations Code Dividends Foreign Corporations Uniform Voidable Transactions Act (UVTA)

Inspecting Foreign Corporation Shareholder Lists

Recently, I’ve written about the “absolute” right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600. Readers at, or representing, foreign corporations may have skipped...more

4/28/2016 - Foreign Corporations Inspection Rights Nasdaq Shareholders

How California Made Mergers Potentially More Difficult

The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners. They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements...more

4/13/2016 - Corporations Code Fairness Hearings Foreign Corporations Mergers Shareholders

Why Some Delaware Corporations Will Want To Waive This California Statute

In yesterday’s post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that “Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is...more

4/7/2016 - Corporations Code Delaware General Corporation Law Disclosure Requirements Foreign Corporations Principal Place of Business

9th Circuit Holds Subsidiary Could Be The General Manager Of Its Parent

Section 2110 of the California Corporations Code governs service of process on a foreign corporation. One means of valid service under the statute is by delivering process by hand to the corporation’s general manager in...more

2/4/2016 - Corporations Code Foreign Corporations General Motors Service of Process Smith & Wesson Subsidiaries Yamaha

Where To Meet? The Answer May Have Surprising Consequences

In my experience, companies most often hold board and shareholder meetings at or near their principal executive offices . As a result, many corporations hold their meetings in California even though they may be incorporated...more

1/28/2016 - Annual Reports Corporations Code Foreign Corporations Principal Place of Business Shareholder Meetings

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 Limited Liability Company (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 Company (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

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