Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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When A Majority Won’t Suffice

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more

12/8/2016 - Board of Directors Corporate Governance Corporations Code Quorum SEC Whistleblower Awards

This Company Solicited Consents To Remove A Sitting Director

It’s not often that you see a company soliciting consents to remove one of its sitting directors. However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on October...more

12/6/2016 - Director Removal Directors Form 8-K Resignation SEC Shareholder Approval

Is The SEC’s Universal Proxy Proposal A Product Of Agency Capture?

More than six decades ago, the late Professor Marver H. Bernstein published his theory of regulatory capture in Regulating Business By Independent Commission (Greenwood Press 1955). According to his theory, agencies follow a...more

11/28/2016 - Advisory Committee AFL-CIO CalPERS CalSTRS Institutional Investors SEC Universal Proxy Cards

SEC Hands Out Millions While Leaving The Public In The Dark

Last week, the Securities and Exchange Commission issued a press release announcing its decision to award $20 million “to a whistleblower who promptly came forward with valuable information that enabled the SEC to move...more

11/21/2016 - Corporate Misconduct Enforcement Actions SEC Whistleblower Awards Whistleblowers

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

A New Regulatory Paradigm For The SEC?

Many are speculating on the future of federal securities regulation as a result of the election of Donald J. Trump and the concomitant Republican control of both houses of Congress. Broc Romanek, for example, asks whether...more

11/10/2016 - Administrative Appointments Attorney-Client Privilege Donald Trump Regulatory Agenda SEC

Why The SEC Isn’t Vegas

Last week, I wrote that the Securities and Exchange Commission is sending letters to registrants requesting information about compliance with Regulation G and Item 10(e) of Regulation S-K. These letters request issuers to...more

11/7/2016 - FOIA Regulation S-K SEC

When CEOs Read This, They May Become Less Enamored Of Delaware

In a forthcoming paper, Professors Murali Jagannathan (Binghamton University School of Management) and A.C. Pritchard (University of Michigan Law School) evaluate whether there might be relationship between incorporation in...more

11/3/2016 - CEOs Corporate Governance Criminal Penalties Delaware General Corporation Law Non-GAAP Financial Measures SEC

Five Propositions Concerning The SEC Whistleblower Program

Congress, not the Securities and Exchange Commission, established the whistleblower program six years ago as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As the program has awarded over $100 million...more

10/31/2016 - Dodd-Frank Sarbanes-Oxley SEC Transparency Whistleblower Awards Whistleblower Protection Policies

Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an...more

10/27/2016 - Department of Business Oversight Issuer Exemption Offerings Rule 147 SEC Securities Act of 1933 Transacting Intrastate Business

Does Placing Non-GAAP Financial Measures First Violate The Law?

Yesterday’s post discussed the SEC staff’s recently announced position that Item 10(e)(1)(A) of Regulation S-K requires that issuers disclose comparable GAAP financial measures before non-GAAP financial measures. Item...more

10/25/2016 - C&DIs GAAP Non-GAAP Financial Measures Regulation S-K SEC

When The SEC Become A Real Estate Regulator

For at least a century, it has been said that only three things matter in real estate: location, location, location. Recently, the Securities and Exchange Commission took this old saw to heart in the context of disclosure of...more

10/24/2016 - Administrative Procedure Act C&DIs Disclosure Requirements GAAP Non-GAAP Financial Measures Regulation S-K SEC

The JOBS Act And The Convergence Of Private And Public Sales Under The UCC

Section 9610(b) of the California Commercial Code provides that if commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at...more

10/10/2016 - JOBS Act Rule 506 Offerings SEC Secured Creditors Uniform Commercial Code (UCC)

“Tandy Letter” Requests – RIP

Broc Romanek reported yesterday that the staff of the Securities and Exchange Commission will no longer require “Tandy Letter” disclaimers in responses to staff comments. Among other things, the Tandy Letter policy required...more

10/7/2016 - Affirmative Defense Disclosure Requirements SEC Tandy Letter

How This Scotus Became A Byword For Dunce

The Supreme Court of the United States is sometimes referred to by the initialization – SCOTUS – as in the well regarded SCOTUSblog. Scotus is also a name attached to one of the most famous scholars of the High Middle Ages –...more

10/5/2016 - Clearing Agencies Proposed Amendments SCOTUS SEC Securities Exchange Act

Pay-To-Play Meets The California Labor Code

In 2010, the Securities and Exchange Commission adopted a rule (17 CFR § 206-4(5)) prohibiting an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or...more

9/30/2016 - Campaign Contributions Chief Compliance Officers Investment Adviser Labor Code SEC

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

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

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

What, If Anything, Impedes The SEC’s Whistleblower Rule?

As I suspected, law firms are churning out memoranda on the SEC’s recent enforcement actions involving alleged impediments to whistleblowers. While accurately, summarizing these actions, I’m not sure that some of the authors...more

8/23/2016 - Catholic Church Confidential Information Enforcement Actions Religious Institutions Rule 21F SEC Whistleblower Protection Policies

Ouch! Proxy Statement Argues That Resolving Dispute In California Court Was “Costly And Time Consuming”

As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: ““Holmes, when you strike at a king, you must kill him.” For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly. I was...more

8/19/2016 - Bylaws Clawbacks Delaware General Corporation Law Deutsche Bank Forum Selection Clause General Corporation Law Proxy Statements Rule 21F SEC Shareholder Approval Whistleblower Awards

How Much Is A Whistleblower Waiver Really Worth?

The Securities and Exchange Commission is aggressively interpreting and enforcing its rule against impeding whistleblowers. Rule 21F-17(a) provides...more

8/19/2016 - Rule 21F SEC Severance Agreements Waivers Whistleblower Awards Whistleblowers

Which Code Applies When A Stock Certificate Has Been Lost, Destroyed Or Wrongfully Taken?

Earlier this week, I wrote about Judge Edward M. Chen’s ruling in Sender v. Franklin Res., Inc., 2015 U.S. Dist. LEXIS 171453, 3-4 (N.D. Cal. Dec. 22, 2015). Judge Chen applied California Corporations Code Section 419 to a...more

8/17/2016 - Choice-of-Law Delaware General Corporation Law Enforcement Actions Internal Affairs Doctrine SEC Severance Agreements Share Certificates Uniform Commercial Code (UCC)

A Whistleblower Isn’t Impeded By The Want Of A Reward

Quite some time ago, I fabulated that airline delays might constitute a violation of Securities and Exchange Commission Rule 21F-17. That rule provides that no person “may take any action to impede an individual from...more

8/16/2016 - Contract Terms SEC Settlement Severance Agreements Whistleblower Awards

California, Delaware And Nevada Differ On Committee Composition

In a prior post, I compared the differing limitations on committee authority under California and Delaware law. Today’s post focuses on differences in committee composition among California, Delaware and Nevada. These are...more

8/4/2016 - Board of Directors Comment Period Compensation Committee Form 10-K SEC

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