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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

Did James Joyce Inspire Howey?

Anyone who has studied securities regulation has been exposed to the United States Supreme Court's decision in SEC v. W.J. Howey, 328 U.S. 293 (1946) establishing the definition of  "investment contract" under the Securities Act of 1933.  The...

Securities Act of 1933

Judge Finds That Transfer Agent's Failure To Remove Restrictive Legend May Be Actionable

Transfer agents can find themselves in a difficult position when it comes to removing restrictive legends on stock certificates.  On the one hand, the Securities and Exchange Commission may take enforcement action against transfer agents who...

Uniform Commercial Code

A Dozen Securities Law Professors Stake Absolutist Position On Adviser Duties

I teach securities regulation at the University of California, Irvine and so have a toe hold in academia.  In my view, law schools are placed on the "isthmus of a middle state".  As such, they must continually wrestle with the question of whether...

Investment Advisers

U.S. Supreme Court Holding May Further Doom California's Model State Trademark Act

California has had a trademark law on its books since 1941.  1941 Cal. Stats. Ch. 58.  The legislature repealed that law in 1967 and replaced it with the Model State Trademark Law drafted by the International Trademark Association ("INTA").  1967...

California Secretary of State

Will George Babbitt Catch A Break From Dynamex?

In April, I wrote about AB 5 that is currently pending in the California legislature.  The bill would codify the California Supreme Court's adoption a three-factor test, known as the "ABC" test, for determining when a worker is an employee.  Dynamex...

Why Did Nevada Honor This Delaware Governor?

In the corporate world, Nevada is often described as the "Delaware of the West".  Nevada legislators are in fact quite explicit about their interest in competing with Delaware for corporate charters.  In the most recent session, for example,...

Nevada legislature

Are Felonious Statements Under The General Corporation Law Actionable?

Section 2254 of the California Corporations declares it a felony for a director, officer or agent of any corporation, whether domestic or foreign, to knowingly concur in making, publishing or posting either generally or privately to the shareholders...

Court Rules No Scienter Required

Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud.  Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section 10(b) of the Securities...

Corporate Securities Law

Does An Attorney's Fee Clause Survive Contract Rescission?

When a party is allowed to rescind a contract, the contract is quite literally torn up.  Thus, Section 1688 of the California Civil Code provides "A contract is extinguished by its rescission".  If a contract is extinguished by rescission, it would...


Is An Annuity Contract A Security?

In general terms, an annuity contract involves the payment of money in return for a promise to receive payments on some periodic basis in the future.  An obvious question therefore might be whether an annuity contract is a security.  The answer...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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