Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Latest Posts › SEC


Court Enjoins SEC Administrative Proceeding

Last March, I posed the following question:   But if you were hailed before an unconstitutional tribunal with the ostensible authority to fine you and bar you from working, would you want a “real” court to step in and...more

11/19/2015 - Administrative Hearings Appointments Clause SEC

Is There A State Role For Binary Option Regulation?

The North American State Securities Administrators Association (NASAA) recently warned investors about the risks of investing in binary options. While NASAA asserts that many binary trading platforms are “unregulated or are...more

11/18/2015 - Advisory Opinions Binary Options Bucket Shop CFTC NASAA SEC

CalPERS To Consider Support For Corporate Political Spending Disclosure Mandate

Next week, the California Public Employees Retirement System will consider a staff recommendation “to update the legislative and policy guidelines to include support for Securities and Exchange Commission (SEC) rulemaking on...more

11/12/2015 - CalPERS Campaign Contributions Corporate Governance Rulemaking Process SEC

A Hollow Nickel, Hollywood And Texas Gulf Sulphur

If you’ve taken a course in securities law, you’ve undoubtedly heard of, and I hope have read, SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.), cert. denied, 394 U.S. 976 (1968). That case is famous for the Second...more

11/5/2015 - Insider Trading Mining SEC Stock Options

What’s So Special About An 80% Doing Business Threshold?

In yesterday’s post, I dipped into the SEC’s proposed amendments to Rule 147, a safe harbor for intrastate offerings exempt from registration pursuant to Section 3(a)(11) of the Securities Act of 1933.  Among other things,...more

11/4/2015 - Proposed Regulation Rule 147 Safe Harbors SEC Securities Act of 1933 Transacting Intrastate Business

Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933.  That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from...more

11/3/2015 - Principal Place of Business Proposed Amendments Public Offerings Rule 147 Safe Harbors SEC Securities Act of 1933 Transacting Intrastate Business

Defending The SEC’s Choice Of The Administrative Home Court

Wharton Associate Professor David Zaring has written an article defending the Securities and Exchange Commission’s choice to litigate in administrative rather than federal courts.  He argues that administrative adjudication...more

10/20/2015 - Administrative Hearings ALJ CalPERS SEC

Facing Legal Challenges, SEC Proposes To Reform Administrative Proceedings

As has been widely reported elsewhere, the Securities and Exchange Commission has been facing a spate of challenges to its administrative court. It should come as no surprise then that the SEC recently announced a number of...more

10/16/2015 - Administrative Procedure Act Administrative Proceedings SEC

Why Not Let The Market Decide The Frequency Of Earnings Reports

In an Op-Ed published yesterday by the Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe  argue for the retention of quarterly earnings reports with some modifications.  They...more

10/9/2015 - Form 10-Q Publicly-Traded Companies Quarterly Report SEC

Insider Trading, Newman And Der Prozess

The U.S. Supreme Court’s denial of review in U.S. v. Newman, 773 F.3d 438 (2014) yesterday inspired the following very short tale: Joseph K. knew that he had done nothing wrong, but, one morning, he was arrested.  Joseph K....more

10/6/2015 - Insider Trading SCOTUS SEC US v Newman

Now This Is Truly Discomfiting – The SEC Proposes To Give Itself A 270 Day Extension!

In July 2010, Congress ordered the Securities and Exchange Commission to adopt a resource extraction rule within 270 days (i.e., by April 17, 2011).  The SEC missed that deadline by 1 year, 4 months and 2 days (or a total of...more

10/5/2015 - Petition for Rulemaking Resource Extraction Rulemaking Process SEC Time Extensions

When Is Medical Information Considered Sensitive?

As discussed in yesterday’s post, the Securities and Exchange Commission has proposed that persons involved in administrative proceedings be required to submit all documents and other items electronically.  Under the SEC’s...more

9/29/2015 - Administrative Hearings Electronic Filing Exemptions FOIA PHI SEC

SEC Proposes “A Clearly Unwarranted Invasion of Personal Privacy”

Last week, the Securities and Exchange Commission proposed that persons involved in administrative proceedings be required to submit all documents and other items electronically.  The SEC is proposing these rules as part of...more

9/28/2015 - Electronic Data Transmissions FOIA Personally Identifiable Information Proposed Regulation SEC

Where In The World Is An Issuer’s Home Country?

The Securities and Exchange Commission’s proposed rules setting listing standards for recovery of erroneously awarded compensation would allow exchanges to permit foreign private issuers to forgo recovery as impracticable if...more

9/24/2015 - Clawbacks Executive Compensation Foreign Private Issuers Listing Standards Proposed Regulation SEC Section 10D

Capturing The SEC

Suppose you are selling a service with some success.  You want to increase sales, but how?  You could promote the value of your services, but some may disagree and others may be indifferent.  A more certain solution would be...more

9/23/2015 - Auditors Emerging Growth Companies Internal Audit Functions Publicly-Traded Companies Regulatory Agenda SEC

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

A Most Nescient Comment?

Monday was the close of the comment period on the Securities and Exchange Commission’s proposed rules with respect to listing standards requiring recovery of erroneously paid incentive compensation....more

9/17/2015 - Administrative Procedure Act Comment Period Incentive Compensation Labor Code Listing Standards Proposed Regulation SEC

The Fundamental Distinction Overlooked By The SEC

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize...more

9/15/2015 - Clawbacks Comment Period Corporate Officers Executive Compensation Foreign Issuers Internal Affairs Doctrine Jurisdiction Publicly-Traded Companies SEC

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

California Reverts To Former Securities Anti-Fraud Statute

Readers of this blog will recall my chariness of a 2013 amendment to California’s basic securities anti-fraud statute.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t...more

8/19/2015 - Corporations Code Department of Business Oversight Department of Corporations Jerry Brown New Legislation Rule 10b-5 SEC Securities Securities Fraud

Conduct Unbecoming Of An Officer And An Employee?

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities...more

8/17/2015 - C-Suite Executives Clawbacks Corporate Officers Executive Compensation General Corporation Law Listing Standards Military Service Members Proposed Regulation SEC

SEC Staff Declares Performance History Is Not Factual

The Securities and Exchange Commission staff recently issued a series of additional Compliance and Disclosure Interpretations with respect to what might constitute a “general solicitation” under Regulation D.  These...more

8/13/2015 - C&DIs General Solicitation Regulation D SEC

Why The SEC’s Pre-Existing Relationship Test Is The Mirror Image of California’s

One significant condition to California’s limited offering exemption is that all purchasers have a “pre-existing relationship”...more

8/11/2015 - Established Business Relationship Regulation D SEC Small Offering Exemptions

CalPERS And Pay For Performance

A few weeks ago, CalPERS’ Director of Corporate Governance, Anne Simpson, sent a letter to the Securities and Exchange Commission in support of the SEC’s proposed pay for performance disclosure rule. Her letter notes CalPERS’...more

8/3/2015 - C-Suite Executives CalPERS Compensation Committee Pay Ratio Pay-for-Performance Proposed Regulation Public Employees Publicly-Traded Companies SEC

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