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Keith Paul Bishop

Keith Paul Bishop

Keith Bishop works with privately-held and publicly-traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California. While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of experience navigating the regulatory-intensive state’s rules. For companies with substantial operations in California but incorporated elsewhere, Keith is an exceptional resource. He is frequently called in to help with issues arising under California’s “blue sky” and lender laws. An avid writer, Keith’s blog,, covers a diverse collection of California corporate and securities law issues and has served as a valued resource for other attorneys, business executives, judges, and media, nationwide.

Recent Posts

California's Corporation Code, You'll Find No Epidemics Or Pandemics There


Yesterday's post discussed the difference between an epidemic and a pandemic.  California's General Corporation law includes a detailed definition of an "emergency" that does not employ either term.  Cal. Corp. Code § 207(i)(5).  


General Corporation Law

Can A Pandemic Be Sufficient Cause To Declare A "State Of Emergency"?

On March 4, 2020, Governor Newsom proclaimed a "state of emergency" pursuant to California's Emergency Services Act.  His proclamation reflected his finding that "conditions of Government Code section 8558(b), relating to the declaration of a State...

emergency services act

Happy Fourth!

This monument is at the site of the Old North Bridge in Concord, Massachusetts.  Ralph Waldo Emerson, who lived just down the road, immortalized the battle in his Concord Hymn:

By the rude bridge that arched the flood,Their flag to April’s breeze...

Fourth of July

Bill Would Impose Minimum Number Of "Directors From An Underrepresented Community"

In 2018, the California legislature enacted SB 826 (Jackson) which imposed gender quotas on corporate boards of directors of "publicly held corporations".  See California Enacts Novel Female Board Quota Legislation.  The constitutionality of that...

Corporate Governance

Are Shares Of A Corporation Owned By A Subsidiary Entitled To Vote?

Are shares of a corporation owned by its subsidiary entitled to vote?  The answer depends, in part, on what constitutes a subsidiary.  California Corporations Code Section 703(b) provides a succinct answer: "Shares of a corporation owned by its...

Corporate Governance

Must The Board Approve All Corporate Giving?

When a corporation makes a gift, it is handing out money that belongs to the shareholders.  Therefore, it should come as no surprise that shareholders may sometimes object to corporate largess at their expense.  In this posting from six years ago, I...

Corporate Governance

This Blue Sky Law May Cast A Shadow On Promissory Note Amendments

The California Corporate Securities law requires qualification of three categories of transactions: issuer, recapitalization/reorganization transaction, and nonissuer.  Cal. Corp. Code §§ 25110, 25120 & 25130.  The second category includes "any...

Corporate Securities Law

Neither Member Nor Manager And Yet Still An Agent Be

"Let every eye negotiate for itselfAnd Trust no Agent;"

In a recent ruling, U.S. Magistrate Judge Kimberly C. Priest Johnson addressed the question of who may be an agent of a California limited liability company.  Autoficio, LLC v. Cimble Corp.,...

Limited Liability Company

To File Or Not To File Under Rule 260.103?

California's limited offering exemption (Cal. Corp. Code § 25102(f)) requires an issuer to file a notice of transaction with the Department of Business Oversight with 15 calendar days after the first first sale of the security in California. 10 CCR...

Corporate Securities Law

Secretary Of State Resumes Expedited/Preclearance Services  For Business Filings Today

The closing of a business transaction often depends upon a timely filing with the California Secretary of State's Business Programs Division.  Therefore, I was very pleased to see that the Secretary of State's office today will be resuming 24-hour ...

California Secretary of State

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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JD Supra Readers Choice Top Author 2020



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