Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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California’s D&O Loan Ban And Advancement Of Expenses

Yesterday’s post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code. Because Section 315 doesn’t define “loan”, it may not always be clear...more

9/28/2016 - Corporate Governance Corporations Code Defense Costs Insider Loans Sarbanes-Oxley

California’s Ban On Loans To Directors And Officers

California banned loans to directors and officers decades before Congress thought of doing so as part of the Sarbanes-Oxley Act of 2002.  Current Corporations Code Section 315 prohibits corporations from making loans of money...more

9/27/2016 - Corporations Code Insider Loans Sarbanes-Oxley Shareholder Approval

Legislature (Re)Enacts A Maximum De Minimis Finance Lenders Law Exemption

The California Finance Lenders Law defines a “finance lender” as anyone that is engaged in the business of making consumer loans or making commercial loans. Cal. Fin. Code § 22009. Knowing the definition of “finance lender”...more

9/26/2016 - Commercial Leases Consumer Lenders Financial Services Industry Governor Brown Licensing Rules

SEC Overlooks Nevada’s Transfer Agent Licensing Laws

Transfer agents provide a number of crucial services, primarily for publicly traded companies. Among other responsibilities, they maintain ownership records, record security transfers, issue and cancel certificates and...more

9/23/2016 - Licensing Rules Publicly-Traded Companies Regulatory Standards Secretary of State Transfer Agents

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

Can Limited Partnerships Have Officers?

Can limited partnerships have officers? In many cases, individuals with officer titles will actually be officers of the general partner. My question is whether a limited partnership itself may have officers....more

9/21/2016 - Corporate Officers General Partner Limited Partnerships Partnership Agreements

What The Public Utilities Code, Toilets And A Porphyrogenetus Emperor Have In Common

Mobile West LLC v. City & County of San Francisco, 2016 Cal. App. LEXIS 769 (1st Dist. Sept. 15, 2016) is not the kind of case that I typically write about in this blog. After all, it has nothing to do with corporate,...more

9/20/2016 - Public Utility

Should Tweener Corporations Include This Provision In Their Equity Compensation Plans?

I have previously commented on the phenomenon of what I call the “tweener” corporation. See Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute? These are corporations that are not...more

9/19/2016 - Equity Compensation Regulation A Reporting Requirements Securities Exchange Act

Court Rules Coequal Stockholders Owe Fiduciary Duties To Each Other

Stockholders in closely held corporations often operate their companies as if they were partnerships. Does that mean that the stockholders, like partners, owe fiduciary duties to each other?...more

9/16/2016 - Closely Held Businesses Fiduciary Duty Minority Shareholders Partnerships Shareholders

Was This “Whiz Kid” An Investment Adviser?

Earlier this week, the Securities and Exchange Commission announced that a self-styled “stock trading whiz kid” and his Los Angeles, California company have agreed to pay $1.5 million to settle a complaint for violations of...more

9/15/2016 - Enforcement Actions Investment Adviser Rule 10b-5 SEC Securities Exchange Act Securities Fraud

NASAA Releases 2015 Enforcement Report

State securities regulators serve an important local enforcement function. In fact, state securities regulation precedes federal regulation by more than two decades. The North American Securities Administrators Association...more

9/14/2016 - Enforcement Authority Information Reports NASAA

Ninth Circuit Holds Attorney’s Statement Was “Made”, Not Attributed

Readers familiar with the Nicene Creed will instantly recognize the phrase “begotten, not made”. I won’t wade into the theological meaning of this phrase, but I cite it as an example of the importance that can be attached to...more

9/13/2016 - Securities Fraud

The Charging Order – How The Nevada Secretary Of State Doesn’t Get It Quite Right

In 2007, Nevada imposed an interesting limitation, the charging order, on the ability of creditors to foreclose on shares of closely-held Nevada corporations. Here’s how the Nevada Secretary of State’s website describes the...more

9/12/2016 - Charging Orders Closely Held Businesses Creditors Foreclosure Stocks

Nevada’s Secretary of State Concatenates Veil Piercing, Indemnification And Exculpation

The Nevada Secretary of State’s website unabashedly proclaims “Nevada is the second most popular commercial filing jurisdiction in the country, due largely to our favorable business laws and low-tax environment.” The website...more

9/9/2016 - Alter Ego Corporate Liability Corporate Veil Corporations Code Indemnification Personal Liability

The Tax Man Cometh To Nevada Businesses

Nevada likes to market itself as a low tax jurisdiction, touting the fact that “Nevada does not impose income tax on domestic or foreign corporations.” It may not impose a tax on income, but it does impose a tax on...more

9/8/2016 - Corporate Taxes Domestic Corporations Foreign Investment Gross Receipts Tax

Court Rules Board Of Directors Is Incapable Of Being Sued

Plaintiffs sue corporations and they sue individual members of the boards of directors, but can a plaintiff sue a board of directors as a body? That was the question in Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more

9/7/2016 - Board of Directors Corporate Counsel Legal Entities

Is This The SEC Or The Lotto?

Last week, the Securities and Exchange Commission trumpeted that whistleblower awards have now exceeded $100 million, or a million Benjamins!...more

9/6/2016 - SEC Whistleblower Awards

One More Thing That A Limited Liability Company May Not Be Able To Do

California law does not permit limited liability companies to render a variety of professional services. See, Contractors Do It, PIs Do It; Why Not Real Estate Brokers? To add insult to injury, the California General...more

9/2/2016 - General Corporation Law Incorporation Limited Liability Companies Professional Services Companies

Shareholder Derivative Action Or Shareholder Derivative Suit?

A legal proceeding brought in a representative capacity is sometimes referred to as a “shareholder’s derivative action” and sometimes as a “shareholder’s derivative suit”. Which is correct?...more

9/1/2016 - Derivative Suit General Corporation Law Shareholder Litigation

Why You May Want To Reconsider Promising Confidentiality To Whistleblowers

In this recent post, I suggested that absolute guarantees of confidentiality to whistleblowers may be counterproductive. In today’s post, I will elaborate on why....more

8/31/2016 - Confidential Information Internal Investigations Whistleblower Protection Policies

Nevada Corporations And Virtual Stockholder Meetings

Companies typically cite cost savings and ease of access as the motivation for holding virtual stockholder meetings. Andy D. Bryant, Chairman of the Board of Intel Corporation, for example, provided the following rationale...more

8/30/2016 - Annual Meeting Corporate Counsel Corporate Governance Corporations Code Intel Shareholder Meetings

Agreement To Arbitrate “Any Disputes” Doesn’t Reach Derivative Claims

Corn v. Superior Court, 2016 Cal. App. Unpub. LEXIS 6182 (Cal. App. 2d Dist. Aug. 22, 2016) is a case about the meaning of one sentence in a settlement agreement consisting of just seven words – “The Parties agree to...more

8/29/2016 - Contract Negotiations Derivative Suit Real Party in Interest Settlement Agreements

Three Considerations For Drafting A Code of Business Conduct

Although the Securities and Exchange Commission does not require that a company adopt a code of business conduct and ethics, I would be very surprised to hear of an SEC reporting company that has not adopted such a code. ...more

8/26/2016 - Code of Conduct Confidential Information Conflicts of Interest Regulation S-K SEC

Are Alternate Committee Members “Then Serving”?

A number of amendments to Delaware’s General Corporation Law took effect at the beginning of this month. One of these changes was to establish a default quorum requirement for meetings of committees of corporate boards of...more

8/25/2016 - Board of Directors Corporate Governance Delaware General Corporation Law Quorum

Chevron Deference In California

In mid July, the House of Representatives passed the Separation of Powers Restoration Act of 2016, H.R. 4768 (SOPRA). If enacted, the SOPRA would amend the federal Administrative Procedure Act to require a reviewing court to...more

8/24/2016 - Administrative Procedure Act CA Supreme Court Chevron Deference De Novo Standard of Review Judicial Review Proposed Amendments

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