Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Here’s One Way To Recover Attorneys’ Fees Without Adopting A Fee Shifting Bylaw

With the ongoing hullabaloo concerning the legislative demise of fee shifting bylaw provisions under Delaware law, little attention has been paid to California law. More importantly, no one seems to have noticed that...more

5/12/2015 - Attorney's Fees Bylaws Delaware General Corporation Law Derivative Suit Fee-Shifting Shareholders

It’s Time To Put A Stop To Fee-Shifting (But Not In the Way You Might Think)

The problem with “fee-shifting bylaws” starts with the name.  A better name might be “anti fee-shifting bylaws” because they end the fee shifting that otherwise applies.  Without fee-shifting bylaws, plaintiffs’ attorneys are...more

5/11/2015 - Bylaws Derivative Suit Fee-Shifting Shareholders

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

Do Your Bylaws Make Obtaining Waivers Of Notice More Onerous?

Yesterday’s post concerned waivers of notice of shareholders’ meetings under Section 602 of the California Corporations Code.  Although not required to do so, corporate bylaws often parrot the statute.  One popular guidebook,...more

4/14/2015 - Bylaws Corporate Governance Corporations Code Email Shareholder Meetings Shareholders Waiver of Notice

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

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 Stockholder Would Rather Fly To Delaware Than Drive To L.A.

Yesterday’s post mentioned the recent Delaware Supreme Court decision in United Techs. Corp. v. Treppel, 2014 Del. LEXIS 608 (Del. Dec. 23, 2014). The case involved an inspection demand under Section 220 of the Delaware...more

1/14/2015 - Books & Records Delaware General Corporation Law Inspection Rights Shareholder Litigation Shareholders

Stockholder Inspections Of Delaware Corporations In California

In United Techs. Corp. v. Treppel, 2014 Del. LEXIS 608 (Del. Dec. 23, 2014), the Delaware Supreme Court held that the Court of Chancery had authority to condition a stockholder’s inspection under Section 220 of the Delaware...more

1/13/2015 - Books & Records Corporations Code Delaware General Corporation Law Inspection Rights Internal Affairs Doctrine Shareholders

‘Tis A “Bootless Labour” To Ask The Staff To Appeal Its Own No-Action Advice

In This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing, I wrote about Jim McRitchie’s attempt to “appeal” the staff’s decision with respect to the exclusion of his proxy access proposal to Whole Foods Market,...more

1/12/2015 - Appeals No-Action Letters SEC Shareholder Proposals Shareholders Whole Foods

More Questions About California’s Section 25102(f) Exemption

Earlier this week, I addressed some common queries regarding California’s limited offering exemption, which is often referred to as the “F” exemption because it is found in Corporations Code Section 25102(f). Today’s post...more

1/7/2015 - Corporate Governance Corporations Code Department of Business Oversight Section 25102f Share Certificates Shareholders Small Offering Exemptions

Removing California Securities Legends

When I first started practicing law, the predominant exemption from qualification under the California Corporate Securities Law of 1968 was found in Corporations Code Section 25102(h). Although that exemption remains on the...more

1/6/2015 - Corporations Code Securities Share Certificates Shareholders Small Offering Exemptions Stock Restrictions

Whole Foods Files Preliminary Proxy Statement Without Shareholder Proxy Access Proposal

Earlier this week, I wrote about Jim McRitchie’s “appeal” of the SEC staff’s decision to concur with the Whole Foods’ exclusion of his shareholder proxy access proposal based on the inclusion of a company proposal. ...more

12/31/2014 - Proxy Access Rule Shareholder Proposals Shareholders Whole Foods

This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing

Last week, James McRitchie submitted an “appeal” of the staff’s grant of no-action advice to Whole Foods Market, Inc. As explained in a post by Broc Romanek, Whole Foods was able to obtain that staff’s concurrence in...more

12/29/2014 - Appeals No-Action Letters Proxy Season Proxy Statements SEC Shareholder Proposals Shareholders Whole Foods

In Texas Can Some Shares Be More Equal Than Others?

Although Rome before Augustus is often described as a republic, it was in many respects ruled by the wealthy who jealously guarded their power. So it was with Rome’s comitia centuriata. In theory, this was an assembly of...more

12/16/2014 - Bylaws Proxy Season Proxy Statements Shareholder Proposals Shareholders Whole Foods

Commissioner Gallagher Posits SEC Would Prevail Against Harvard University

Just this week, Commissioner Daniel M. Gallagher and former Commissioner Joseph A. Grundfest issued a draft of a paper that takes on the Harvard Shareholder Rights Project. The Harvard SRP describes itself as “a clinical...more

12/12/2014 - Board of Directors Harvard University SEC Shareholders Universities

Should Judicial Deference To The SEC Be Strong, Weak or Non-Existent?

This post yesterday by Broc Romanek alerted me to Judge Leonard P. Stark’s recent opinion in Trinity Wall Street v. Wal-Mart Stores, Inc., 2014 U.S. Dist. LEXIS 165431 (D. Del. Nov. 26, 2014). The case involved Wal-Mart’s...more

12/9/2014 - Chevron Deference Jurisdiction No-Action Letters Proxy Statements SEC Shareholder Proposals Shareholders Wal-Mart

Judge Orders Stockholder To “Register” Correspondence With The SEC

Many boards operate with a high degree of collegiality, even when the directors disagree. Some don’t. When the board of directors of Gas Natural Inc., a publicly traded natural gas holding company, voted to remove its CEO...more

11/26/2014 - Annual Meeting Board of Directors Corporate Officers Defamation Proxy Voting Guidelines Shareholders

Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this...more

11/13/2014 - Disclosure Requirements ISS Political Contributions SEC Securities Exchange Act Shareholders

All Shares Are Equal But With Proxy Access Some Shares Are More Equal Than Others

In George Orwell’s famous satire of Stalin’s Soviet Union, Animal Farm, the animals started out with seven commandments. The seventh commandment was “All Animals Are Equal”. As time passed, three of the original...more

11/10/2014 - Bylaws Proxy Access Rule Shareholder Litigation Shareholder Rights Shareholders

Does “Valid Issuance” Require A Stock Certificate?

As I mentioned yesterday, every holder of shares is entitled to a signed certificate pursuant to California Corporations Code Section 416(a) (unless the corporation a system for issuing, recording and transfering...more

11/6/2014 - Issuers Share Certificates Shareholders Validity

Political Spending Disclosures – An Idea So Good That I Think You Should Pay For It

In July 2011, a group of ten law professors filed a rulemaking petition with the Securities and Exchange Commission seeking adoption of a rule requiring disclosure of political spending by publicly traded companies. ...more

10/30/2014 - Political Contributions Public Disclosure Publicly-Traded Companies Rulemaking Process SEC Shareholders

The Proper Purpose Of Discovery In Derivative Suits

A plaintiff holding less than 2000 shares files a derivative suit against a corporation’s current or former directors and officers. The trial court finds the complaint to be internally inconsistent and that regulatory...more

10/28/2014 - Appeals Derivative Suit Discovery Shareholders

The General Counsel Is Not The Shareholders’ Agent

A recent paper by Adair Morse, Wei Wang, and Serena Wu, Executive Gatekeepers: Useful and Divertible Governance, tackles interesting questions about the the effectiveness of internal gatekeepers and the impact of equity...more

10/1/2014 - Agents Attorney-Client Privilege Conflicts of Interest Shareholder Litigation Shareholders

1, 2 or 3 Years? How Should Boards Decide The Frequency Of Say-On-Pay Votes?

Although the initial ruckus over how to determine the outcome of executive compensation say-on-frequency votes has subsided, I still maintain that the Securities and Exchange Commission botched the rule (§240.14a-21(b)). ...more

9/29/2014 - Board of Directors Corporate Governance Say-on-Pay SEC Shareholder Votes Shareholders

Stockholder Proposal Seeks To Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more

8/4/2014 - Annual Meeting Board of Directors Corporate Governance Corporate Minutes Meeting Minutes Officers Shareholders Voting Powers Voting Rights

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