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Keith Paul Bishop

Keith Paul Bishop

Keith Paul Bishop is a partner in our Corporate and Securities Practice Group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients on compliance, licensing, regulatory and civil enforcement issues. He has advised clients in connection with several internal corporate investigations, including investigations of stock option backdating and other alleged management malfeasance. Keith has also been retained as an expert witness to testify concerning corporate law, securities law and attorney malpractice.

Recent Posts

When a Sale of Assets is not a "Sale-of-Assets Reorganization"

The California General Corporation Law (CGCL) contemplates three different types of reorganizations - a merger reorganization, an exchange reorganization, and a sale-of-assets reorganization.  Cal. Corp. Code § 181.  Chapter 12 of the CGCL...

The Internal Affairs Doctrine - California May Not Be Standing Alone

Delaware lawyers undoubtedly regard the Delaware Supreme Court's decision in VantagePoint v. Examen, Inc., 871 A. 2d 1108 (Del. 2005) as the last word on the internal affairs doctrine.  In that case, the Delaware Supreme Court held that the internal...

Will Delaware Exclusive Forum Bylaws Founder on the CGCL's Rocks?

Many practitioners took note last spring when Vice Chancellor Laster wrote "if boards of directors and stockholders believe that a particular forum would provide an efficient and value-promoting locus for dispute resolution, then corporations are...

What Is, What Will Be & What's Passed - The CCR, Z-Register & Register

The California Office of Administrative Law issues three different publications that are easily confused.  However, it is useful to know the differences.

The California Code of Regulations (aka the "CCR") is the compendium of regulations adopted by...

SEC Relies On Questionable Legislative History In Proposed VC Definition

I'm still cogitating on the Securities and Exchange Commission's definition of "venture capital fund" that it proposed last Friday in Release No. IA-3111.  Here are some first impressions.

The SEC considered California's definition of "venture...

Defining “Venture Capital Fund” Is “No Small Task”

Today, the Securities and Exchange Commission proposed a definition of "venture capital fund" for purposes of the new exemption from investment adviser registration under the Investment Advisers Act of 1940.  This new exemption was created by...

In California, Francois Mitterrand's Last Meal Would Not Have Been A Canary

Yesterday, I wrote about a California State Board of Equalization regulation, 18 CCR § 1587, which solemnly declares that canaries are not food animals.  I then recalled that Francois Mitterand's last meal was a small bird, the Ortolan Bunting, that...

Time To Reevaluate The Meaning Of Director Qualifications

In 2003, the Securities and Exchange Commission began requiring companies to disclose "any specific, minimum qualifications that the nominating committee believes must be met by a nominating committee-recommended nominee for a position on the...

It's Official In CA - Don't Even Think About Your Canary As Food!

I deal with regulations all day long.  Most of them are absolutely somniferous.  However, every once in a while I come across a regulation that is so unexpected that I can't help but wake up, rub my eyes and stare in wonderment.

A few months ago, I...

SEC Will Consider Definition of "Venture Capital Fund" This Week

Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Securities and Exchange Commission to issue rules defining "venture capital fund".  As discussed in this earlier post, the definition is needed to implement...


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