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, www.calcorporatelaw.com, 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

Agency Cannot Avoid Rulemaking By Contract

As has been noted over the years in this space, California strictly prohibits "underground regulations".   These are regulations adopted and enforced by state agencies without complying with the public notice and comment requirements of the...

Complaints About Cake Did Not Involve The Public Interest

"Qu'ils mangent de la brioche"

California Statute Permits Unlicensed "Small Dollar" Lending By Some Nonprofits

On the eve of the Great Depression, the United States Bureau of Printing and Engraving made a big change by introducing small bills.  The Bureau reduced the size of bills by about 30% to save money on ink and paper - the downsizing allowed 12 bills...

When A Director Is Unfit For Duty

The California General Corporation Law includes two provisions providing relief when a director is incompetent and/or felonious.  Section 302 of the Corporations Code permits the board of directors to declare vacant the office of a director who has...

The Investment Company Act - "We Didn't Start The Fire . . ."

The big news in SPAC world has been the attempts of two law professors (Robert Jackson and John Morley) to define them as investment companies.  They argue that SPACs meet the definition of an "investment company" because their primary business is...

Untangling California's Shareholder Vote Requirements For Filling Vacancies On The Board

Section 305 of the California Corporations Code sets forth the rules for filling vacancies on the board of directors.  Today's post discusses the somewhat confusing requirements of the statute as it pertains to the filling of of vacancies by the...

SPACS And Tonopah

Yesterday, John Jenkins writing for DealLawyers.com noted that 49 law firms had signed on to a statement that special purpose acquisition companies (SPACs) are not investment companies subject to registration under the Investment Company Act of...

How To Determine Whether A Foreign Corporation Is A "Pseudo-Foreign" Corporation

California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met.  Cal. Corp. Code § 2115.  The first of these tests is determined by averaging the corporation's...

Law Firm Does Not Purposely Avail Itself Of The "Benefits" Of California As A Forum

The issue of where an attorney is practicing law is a vexing one in light of modern technology which allows attorneys and their clients to be located just about anywhere in the world.  The Covid-19 pandemic has exacerbated matters because so many...