Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Does The SEC’s Unbundling Rule Deprive Stockholders The Right To Vote On The Whole?

A forthcoming academic paper looks for bundling in more than 1,500 management proposals between 2003 and 2012.  Bundling occurs when multiple matters are combined into a single proposal.  The authors, James Cox, Fabrizio...more

5/27/2015 - Bundling Rules SEC Shareholder Rights Shareholder Votes Shareholders

SEC Is Sued Again For Doing Nothing

Thursday, Broc Romanek wrote about a lawsuit filed earlier this week against the Securities and Exchange Commission due to its failure to respond to a petition asking the Commission to adopt political spending disclosure...more

5/15/2015 - Disclosure Requirements Political Contributions SEC

What Exactly Does The SEC Mean By “Permit”?

The Securities and Exchange Commission has proposed rule amendments to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L.  No. 111-203, 124 Stat. 1900 (July 21, 2010).  Among other...more

4/27/2015 - Dodd-Frank Proposed Amendments Regulation S-K SEC

Will California Require Notice Filings For Regulation A Offerings?

Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS)...more

4/20/2015 - Amended Regulation Department of Business Oversight Issuers JOBS Act Qualified Purchaser Regulation A SEC

Email Notice Without Consent Is Not Notice

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission. Section 601(b) provides “Notice of a shareholders’ meeting or any report shall be given...more

4/15/2015 - Corporate Officers Corporations Code Directors Electronic Communications Email Hedging Proposed Regulation SEC Shareholder Meetings Shareholders Written Notice

Why Your Shareholder Meeting Waivers Of Notice May Not Be Up To Snuff

Like other states, California generally requires that whenever shareholders are required or permitted to take action at a meeting, notice of that meeting must be given to the shareholders entitled to vote. Cal. Corp. Code §...more

4/13/2015 - Annual Meeting Corporate Governance SEC Shareholder Meetings Waiver of Notice

Could The SEC Ask Airlines To Produce Data On Delayed And Canceled Flights?

The following story is fiction.   It was imagined following the SEC’s recently settled action against KBR, Inc. Airlines were caught completely off guard yesterday by SEC letters asking that they produce five years of...more

4/9/2015 - Airlines KBR (formerly Kellogg Brown & Root) Request For Information Rule 21F SEC Whistleblower Protection Policies Whistleblowers

Are The SEC’s Canons Of Ethics Written In The Wind And Waves?

It’s easy to be annoyed by the SEC’s failure to comply with clear statutory mandates. However, not everyone is longanimous. Oxfam America, for example, has moved beyond irritation to litigation. Oxfam America’s suit is...more

4/7/2015 - Dodd-Frank Oxfam America Reporting Requirements SEC Section 1504

District Court Refuses To Halt SEC Administrative Proceedings

While serving as General Counsel to California’s Business, Transportation & Housing Agency, I was from time to time asked to respond to ersatz summons and other documents issued by “Our One Supreme Court”. Given that these...more

3/30/2015 - Administrative Hearings Bebo v SEC Enforcement Actions SEC

Should The SEC Adopt Governance Principles (For Itself)?

When I served as Commissioner of Corporations for the State of California, I was sometimes asked about the other Commissioners.  However, I never concerned myself with the “other Commissioners” because there were no other...more

3/24/2015 - Corporate Governance Governance Standards Legal History SEC

Is The SEC’s Notice Of Internet Availability Of Proxy Materials Form Gender Biased?

The idea that men won’t ask for directions is a staple of many jokes.  I don’t know whether this is fact or urban myth.  However, a few years back the Princeton University Press published an entire book on the subject. ...more

3/11/2015 - Internet Proxy Materials SEC

Oxfam America Argues SEC Has “Unlawfully Withheld And Unreasonably Delayed” Resource Extraction Rule

I’ve often wished that my legal acumen could be judged by the same standard as professional baseball players. If that were the case, I could be wrong nearly 60% of the time and yet be considered one of the greatest legal...more

3/6/2015 - Conflict Mineral Rules Disclosure Requirements Form 10-K Oxfam Oxfam America SEC

Does Former Officer Have An Obligation To Turn Over Whistleblower Award?

Monday, the Securities and Exchange Commission announced “a whistleblower award payout between $475,000 and $575,000 to a former company officer who reported original, high-quality information about a securities fraud that...more

3/3/2015 - Corporate Officers Enforcement Actions Popular Sanctions SEC Whistleblower Awards Whistleblowers

Broad Coalition Delivers Blunt Rebuke To SEC Chairman

Last month, I wrote that the SEC’s about face in responding to the no-action letter request of Whole Foods Market, Inc. “clearly wasn’t the SEC’s finest hour.” Several days later, a coalition of some 17 different...more

3/2/2015 - Mary Jo White No-Action Letters Proxy Season SEC Whole Foods

Is Anything Fishy With The SEC’s Whistleblower Inquiries?

Yesterday, Rachel Louise Ensign of The Wall Street Journal wrote that the SEC recently sent letters “to a number of companies asking for years of nondisclosure agreements, employment contracts and other documents”.  According...more

2/27/2015 - Dodd-Frank Employment Contract Enforcement SEC Subpoenas

To Conjoin Or Not To Conjoin – California Sometimes Gets It Wrong

This is as an easy mistake to make. I say so because I’ve made it more than once. The name of the landmark Depression era legislation regulating our national securities markets is the Securities Exchange Act of 1934; the...more

2/23/2015 - SEC Securities Exchange Act

Indicate By Check Mark If This Instruction Makes No Sense: v

I wonder if I’m alone in being completely mystified by the following instruction that appears on the cover page of the SEC’s Form 10-K: Indicate by check mark if the registrant is not required to file reports pursuant...more

2/20/2015 - Form 10-K Regulation S-K SEC

SEC’s Rule 14a-8 Volte-Face Is Pointlessly Outré But It Does Have Real World Ramifications

Readers may recall that last December Whole Foods Market, Inc. had secured the SEC staff’s concurrence in excluding a shareholder access proposal submitted by Jim McRitchie. Then, SEC Chair Mary Jo White directed the staff...more

2/19/2015 - No-Action Letters Proxy Access Rule Proxy Statements Rule 14a-8 SEC Shareholder Proposals Shareholders Whole Foods

Does The SEC Have Hedging Backwards?

Last week, the Securities and Exchange Commission announced that it is proposing new rules requiring “disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the...more

2/18/2015 - Dodd-Frank Hedging Proposed Regulation Public Disclosure SEC

Did The SEC Violate The Administrative Procedure Act?

Yesterday, Broc Romanek wrote about the joint dissent issued by Commissioners Daniel M. Gallagher and Michael S. Piwowar with respect to the Commission’s recent adoption of Regulation SBSR which requires regulatory reporting...more

2/13/2015 - Administrative Procedure Act Reporting Requirements SEC Security-Based Swaps Swaps

Some LLC Names Slip Past California’s Statutory Ban

The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more

1/22/2015 - ALJ Corporations Code Limited Liability Companies RULLCA SEC Secretary of State

SEC Charges Attorney For Allegedly False Legal Opinion

Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements.  The SEC’s order instituting proceedings alleges that the...more

1/21/2015 - Consideration Corporate Issuers Enforcement Actions False Statements Issuers Opinion Letter Registration Statement SEC Shell Companies Stocks

The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré

Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more

1/20/2015 - Board of Directors Mary Jo White No-Action Letters Proxy Access Rule Proxy Statements SEC Shareholder Activism Shareholder Proposals Shareholders Whole Foods

This Is One Form 8-K, You’ll Never Want To File

In a recently filed Form 8-K, an international money transmitter, Xoom Corporation, reported that been the victim of a criminal fraud. This was no small heist. According to company, over $30 million had been transferred to...more

1/16/2015 - Cyber Crimes Form 8-K Fraud Money Transmitter SEC

Representing Others Before The SEC

Not too long ago, I wrote about the Shareholder Rights Project (SRP) at Harvard Law School, noting that the SRP’s website and correspondence to the Securities and Exchange Commission explicitly stated that the SRP was...more

1/15/2015 - Client Services Harvard Law School Sarbanes-Oxley SEC

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