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

With Less Than One Month To Go, These Bills Are On Deck For Passage

The California legislature meets biennially. Cal. Const. Art. IV, § 3(a). Because this is an odd-numbered year, we are currently in the first year of the session. Thursday, September 14, 2023 will be the last day for each house to pass bills. (J.R....

Court Holds Corporations Owed Duty To Protect Third Parties From Abuse By Sole Shareholder

Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up appeals to the California Court...

What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?

Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. The Nonprofit Corporation...

When A 20% Interest May Be a 40% Interest

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it unlawful for any person to...

Where Exactly Is It Written That Directors And Officers Are Fiduciaries?

A neophyte to corporate law might ask where is it written in the California General Corporation Law that directors and officers are fiduciaries. The answer is nowhere. In fact, the phrase "fiduciary duty" appears only once in the GCL - in Section...

Can One Shareholder Sue Another Shareholder For Breach Of Contract?

One popular theory of the corporation is that it is a nexus of contracts.  As Frank Easterbrook and Daniel Fischel pithily pronounced "Corporations are enduring (relational) contracts."F. Easterbrook and D. Fischel, The Economic Structure of...

Bill Would Authorize DFPI To Take Enforcement Actions Before A Violation Occurs

In February, I wrote that Assembly Member Timothy S. Grayson was taking another run at enacting a Digital Financial Asset Law.  His bill, AB 39, has steadily progressed and is now pending in the Senate.  According to the bill's digest, the bill will "...

DFPI Goes Multimedia In Recent Crypto Enforcement Actions

Early this week, the California Department of Financial Protection and Innovation issued desist and refrain orders alleging violations by the following individual and entities:

The Too Too Unpardonable Fault Of Conflating LLCs And Corporations

"O, 'tis a fault too too unpardonable!"*

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not...