Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Plaintiffs Find California Courts Congenial To Section 11 Actions

Muttering About Mottoes - The official motto of the State of California is “Eureka”. Cal. Gov’t Code § 420.5. The word is a transliteration of the Greek word e????a which is first person, singular, indicative active...more

4/29/2016 - Countrywide Jurisdiction Section 11 Securities Act of 1933

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

Federal Court Rules “Mere Affiliation” Is Insufficient To Establish Personal Jurisdiction

Nearly four years ago, I wrote about a Nevada Supreme Court decision holding that Nevada courts can exercise personal jurisdiction over nonresident officers and directors who directly harm the corporation. Consipio Holding,...more

4/27/2016 - Corporate Officers NV Supreme Court Personal Jurisdiction

More On Inspecting The Shareholder List And The Regulation Of Alien Implants

Yesterday’s post discussed California’s “absolute” right of shareholders to inspect the shareholder list established by Section 1600 of the California Corporations Code. Some additional points are briefly worth noting...more

4/26/2016 - Corporations Code Inspection Rights Shareholders

Inspecting The Shareholder List

Section 1600(a) of the California General Corporation Law establishes the “absolute right” of a shareholder or shareholders to inspect the shareholder list. To be eligible to exercise this right, the shareholder or...more

4/25/2016 - General Corporation Law Shareholders

Happy Birthday William Shakespeare!

April 23rd will be the anniversary of William Shakespeare’s birth in 1564. He died on the same date in 1616, making this the 400th anniversary of his death. Actually, the exact date of his birth is unknown, but it is...more

4/22/2016 - Auto Insurance Browning-Ferris Industries of California Inc. Dismissal With Prejudice Litigation Strategies Reputational Injury Sexual Assault State Farm

The Statue And Statute Of The Three Lies

The Statue of Three Lies - In Harvard Yard, there is a prominent bronze statue of a man sitting on a chair. The statue is the work of the prolific American sculptor Daniel Chester French. The statue is vaguely...more

4/21/2016 - General Partnerships Revised Uniform Parternship Act RUPA)

What Law Governs A Foreign General Partnership?

The California Uniform Partnership Act of 1994 defines a “partnership” to mean “an association of two or more persons to carry on as coowners a business for profit formed under [Cal. Corp. Code] Section 16202, predecessor...more

4/20/2016 - Choice-of-Law Corporations Code Foreign Entities Jurisdiction Partnerships

Is a Trustee Ever Just A Trustee?

Trusts are confusing. Fundamentally, a trust describes a relationship, not a person. Thus, the California Supreme Court has described a trust as “a fiduciary relationship with respect to property in which the person holding...more

4/19/2016 - Fiduciary Duty RULLCA Trustees Trusts

Court May Not Employ Alan Funt Tactics To Assess Attorney-Client Privilege

California, unlike other states, has codified the attorney-client (and other evidentiary) privileges. Cal. Evid. Code §§ 900 et seq. In an opinion issued last week, the California Court of Appeal provided a nice summary of...more

4/18/2016 - Attorney-Client Privilege

Revoking An Irrevocable Proxy

Until 1931, California did not permit the creation of an irrevocable proxy. With the 1931 revision of the General Corporation Law, it became possible to create an irrevocable proxy if that proxy was “coupled with an...more

4/15/2016 - General Corporation Law Irrevocable Proxy

Just How Many Errors Can Be Found In The Securities Act?

I’ve recently completed my editing of the annual update to Marsh & Volk’s treatise, Practice Under the California Securities Laws. One source of frustration has been to account for and explain the numerous technical errors...more

4/14/2016 - Legal Writing Securities Act of 1933

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

Court Rules Dissolution of Cooperative Corporation Is A Process, Not A Flash

I don’t see that many cases involving California’s Cooperative Corporation Law and so I was interested in a recent ruling by Magistrate Judge Laurel Beeler in English & Sons, Inc. v. Straw Hat Rests., Inc., 2016 U.S. Dist....more

4/12/2016 - Corporate Conversions Corporate Dissolution Corporations Code Franchises Restaurant Industry

Plaintiffs Continue To Search For Private Cause Of Action Under Transparency In Supply Chains Act

Last January, I wrote about one plaintiff’s unsuccessful attempt to pursue claims against the maker of Fancy Feast cat food for failure to disclose the alleged use of forced labor. Barber v. Nestlé USA, Inc., 2015 U.S. Dist....more

4/11/2016 - Human Trafficking Manufacturers Private Right of Action Retailers Transparency in Supply Chains Act Unfair Competition

Court Holds That Exempt Lender May Violate California Usury Statute

If you’re interested in California’s usury law, you have to look in several places: the Constitution, uncodified initiative measures, codes and case law. When Woodrow Wilson was occupying the White House, the people of...more

4/8/2016 - Civil Code Consumer Lenders Exemptions Usury

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

Why Some Delaware Corporations Should Be Careful About Relying On This Vice Chancellor’s Ruling

Francis Pileggi in his Delaware Corporate & Commercial Litigation Blog recently wrote that there is no per se duty on the part of a closely held company to disclose financial statements. In The Ravenswood Investment Company,...more

4/6/2016 - Closely Held Businesses Corporations Code Delaware General Corporation Law Financial Statements

Bill Aims To Put The Kibosh On Alleged Hedge Fund Stock Price Manipulation

The California Corporate Securities Law has long declared a number of manipulative devices to be unlawful.  See Cal. Corp. Code § 25400.  Now, a California legislator wants to add to the list.  As amended last week, SB 726...more

4/5/2016 - Corporations Code Disclosure Requirements Government Investigations Hedge Funds Price Manipulation

In California, Mayhem May Not Be What You See On Television

While watching the NCAA tournament, I sat through several replays of this Allstate commercial featuring an anthropomorphized mayhem. The advertisement, is one of a series featuring actor Dean Winters as the cause of all...more

4/4/2016 - Television Commercials

Bagley-Keene Act Roils State Bar Committees

Today, the California State Bar becomes subject to the Bagley-Keene Open Meeting Act (Cal. Gov’t Gov’t Code § 11120 et seq. ). The Bagley-Keene Act generally requires multimember state bodies to provide public notice of...more

4/1/2016 - 501(c)(6) California Bar Association Open Meetings Act Public Entities

Is The Delaware General Corporation Law Really A Modern Corporate Law?

I often hear it said that Delaware has a modern corporate law. In reading a recently filed proxy statement, for example, I came across the following assertion...more

3/31/2016 - Delaware General Corporation Law

Citizenship And The California Securities Laws

I often hear lawyers say something along the lines of “We need to find an exemption from the California Corporate Securities Law because one of the investors is a citizen of California”. The citizenship or residency of a...more

3/30/2016 - Corporate Issuers Exemptions Primary Residence

SEC Alleges LLC Names Were “Deceptively Similar”, But What Would The California SOS Do?

Yesterday, the SEC announced that it had filed a complaint against a securities professional alleging that he had defrauded “two institutions he solicited to invest in a shell company he controlled whose name was deceptively...more

3/29/2016 - Enforcement Actions Likelihood of Confusion SEC Secretary of State Securities Fraud

Does Anyone Remember Y2K – California Does!

In the closing years of the last millennium, many were concerned about the “Year 2000 Problem” (aka Y2K). According to this Securities and Exchange Commission interpretive release...more

3/28/2016 - Civil Code Cybersecurity SEC

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