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

Today's Post: "Stakeholderism does not benefit stakeholders, shareholders, or society"

Harvard Law School Professor Lucian Bebchuk is an eminent scholar of corporate governance with whom I often disagree.  He, for example, favors SEC rules requiring public companies to disclose their political spending.  See Lucian Bebchuk & Robert...

Court Finds This Triptych Sufficient To Establish A Director's Breach Of Fiduciary Duty

Yesterday's post discussed one aspect of the Court of Appeal's holding in Coley v. Eskaton, 2020 Cal. App. LEXIS 629. The case involved a homeowner's lawsuit against two directors of the homeowner's association and their employers. Among other...

Director Found To Have Breached His Fiduciary Duty By Sharing Corporation's Privileged Information With His Personal Attorney

A homeowner in a common interest development sued the homeowner association and two of its directors and the directors employers. The directors were employed by two related companies engaged in the development and support of common interest...

Court Rules Rights To Timeshare Vacation Points Are Not Securities

Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 define the term "security" by providing long and varied lists of financial instruments and contractual relationships.  Neither law mentions timeshare vacation points ...

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

Protasis

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...

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:

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...

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...