Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Clock Winds Down On Resource Extraction Disclosure Rule

Congress told the SEC to adopt a resource extraction disclosure rule by no later than April 17, 2011. The SEC missed that statutory deadline by over a year. After the SEC belatedly adopted a rule in 2012, the U.S. District...more

6/15/2016 - American Petroleum Institute Disclosure Requirements Oxfam America Resource Extraction SEC

Did Ethiopian Electric Power Violate California’s Corporate Securities Law?

Last week, the Securities and Exchange Commission announced a $6.5 million settlement with Ethiopian Electric Power, which was described in the SEC’s order as “a government-owned power utility headquartered in Addis Ababa,...more

6/13/2016 - Energy Projects Enforcement Actions Foreign Entities Public Utility SEC

Does The SEC’s New Form 10-K Rule Create A New Disclosure Standard?

Yesterday, the Securities and Exchange Commission announced that it has adopted an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in their annual reports. ...more

6/2/2016 - Disclosure Requirements Fixing America’s Surface Transportation Act (FAST Act) Form 10-K Interim Rule SEC

Did The SEC Staff Bypass The APA In Issuing New And Revised Non-GAAP Financial Measure C&DIs?

Earlier this week, the staff of the SEC’s Division of Corporation Finance issued several new, and rewrote several existing, Compliance and Disclosure Interpretations (“C&DIs”) relating to Non-GAAP Financial Measures. ...more

5/20/2016 - Administrative Procedure Act CD&I Non-GAAP Financial Measures Regulation G SEC

Unilateral Disarmament, The Prisoners’ Dilemma And SEC Staff Comment Letters

In an arms race, each suffers the worst result if it disarms and the other side remains armed. However, if both sides are armed, they are not as well off as when both sides are disarmed. This is, of course, the classic...more

5/6/2016 - Compelled Speech Corporate Issuers SEC SEC Comment Letter Process Tandy Letter

Is Forced Speech In Responding To Staff Comment Letters Inaccurate Speech?

In 2014, the Securities and Exchange Commission announced that all comment letters would request that the issuer include the so-called “Tandy Letter”. Thus, all staff comment letters include a request for a written statement...more

5/4/2016 - Fixing America’s Surface Transportation Act (FAST Act) JOBS Act Registration Statement SEC Tandy Letter

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

Is The SEC On Schedule To Violate Another Law?

Last December, President Obama signed into law the Fixing America’s Surface Transportation Act (aka the “FAST Act“). Buried in the FAST Act were several provisions intended to lighten the load of Securities and Exchange...more

3/21/2016 - Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Form 10-K Regulation S-K SEC

What, If Anything, Is Wrong With The Contractual Obligations Table?

Many readers will recognize the table above as being required by Item 303(a)(5) of Regulation S-K. The Securities and Exchange Commission added this disclosure requirement in 2003, explaining in the adopting release...more

3/4/2016 - Corporate Financing Debt Financing Disclosure Requirements Regulation S-K SEC

Two Words That The SEC Read Into The JOBS Act

“It is, of course, an indispensable part of a scrivener’s business to verify the accuracy of his copy, word by word.“ The Securities and Exchange Commission publishes a number of “frequently asked questions” on its...more

2/29/2016 - JOBS Act Nonbank Firms SEC

Ninth Circuit Finds No Reliance On Auditor’s Qualified Opinions

In 2009, the Securities and Exchange Commission sued Danny Pang and his two companies for allegedly defrauding investors of hundreds of millions of dollars by misrepresenting investments in the life insurance policies of...more

2/24/2016 - Auditors Court-Appointed Receivers Enforcement Actions Popular Proximate Cause SEC

District Court Declines To Redress The SEC’s Failure To Respond To Petition Seeking Political Spending Disclosure Rule

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights. There can be no doubt,...more

2/2/2016 - Administrative Procedure Act Disclosure Requirements First Amendment Political Contributions Rulemaking Process SEC

Resource Extraction Rule: SEC Puts More Time On The Clock

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 did not adopt rules until August 22, 2012, missing the Congress’...more

1/25/2016 - Comment Period Oxfam America Proposed Regulation Resource Extraction SEC

Court Holds SEC Filing Is Not Public Disclosure

California has patterned its false claim law, Cal. Gov’t Code §§ 12650 et seq., after the federal False Claims Act. As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent...more

1/20/2016 - Attorney Generals Disclosure Requirements Escheat Public Disclosure SEC State False Claims Acts

More Maladroit Drafting From The SEC

Last December, the Securities and Exchange Commission proposed a new exemptive rule under the Investment Company Act of 1940. The proposed rule would allow mutual funds, exchange-traded funds (“ETFs”), closed-end funds, and...more

1/14/2016 - Business Development Companies Exemptions Investment Funds Rule 18(f) SEC

Resource Extraction Payments Disclosure: “I’ve Information Vegetable, Animal, and Mineral”

Section 13(q) of the Securities Exchange Act of 1934 directed the SEC to issue rules requiring resource extraction issuers to include in an annual report information relating to any payment made by the issuer, a subsidiary of...more

1/7/2016 - Annual Reports Oil & Gas Oxfam America Resource Extraction SEC Water

“Not De Minimis” Is No Small Thing!

Having failed to meet a Congressional deadline for years, a federal court last fall ordered the Securities and Exchange Commission to adopt a resource extraction payments disclosure rule as required by Section 13(q) of the...more

1/6/2016 - Disclosure Requirements Form SD Oxfam America Resource Extraction SEC

What The SEC Doesn’t Understand About Blue Sky Laws

I recently submitted this comment letter to the Securities and Exchange Commission with respect to its proposal to modernize the exemption applicable to intrastate offerings. The SEC somewhat misleadingly describes its...more

1/5/2016 - Blue Sky Laws Primary Residence Principal Place of Business Rule 147 SEC

Staff Releases Report on the Review of the Definition of “Accredited Investor”

On Friday, the Securities and Exchange Commission staff published a report of its review of the definition of “accredited investor”. Congress directed the SEC to review the definition every four years in Section 413(b)(2)(A)...more

12/21/2015 - Accredited Investors Dodd-Frank SEC

Section 12(g)(1)(A) – How The SEC Is Putting Words In Congress’ Mouth

Section 501 of the Jumpstart Our Business Startups (JOBS) Act amended Section 12(g)(1) of the Securities Exchange Act of 1934 to increase the thresholds for mandatory registration of a class of equity securities. The...more

12/14/2015 - Equity Securities JOBS Act Registration Requirement SEC Securities Exchange Act

The SEC Staff’s Position On Unbundling Gets Even More Weird

“Bundling” was a colonial American practice of unmarried persons sharing the same bed whilst being physically separated by a board or sack.  As might be expected, bundling had its critics.  One Henry Reed Stiles...more

12/1/2015 - Bundling Rules Proxy Season Proxy Statements 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

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