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

When An LLC Interest Is A Security

Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security.  D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS 41236. Professor Fershee...

A Five Percent Interest Is Not Necessarily Stock

As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies.  See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity. Therefore, it is nice to see that some judges...

California Statute May Be An Issue In Dispute Between President Trump And  Adult Film Actress

Not too long ago, I wrote about the lawsuit filed in California challenging a confidentiality agreement allegedly entered into by President Donald Trump.  Clifford v. Trump, L.A. Super. Ct. Case No. BC 696568 (filed Mar. 6, 2018). In that post, I...

California Proposes To Base Tax Rate On Compensation Ratio

The California legislature may soon be considering a bill that would revise the tax rates for publicly held corporations based on their compensation ratios.  As introduced by Senator Nancy Skinner, SB 1398 would establish the following rates...

Was This A Case Of A Partnership That Never Was Or A Superseded Partnership?

Three men got together to buy and operate a restaurant. They formed a corporation, issued shares and made a "Subchapter S" election. Later, disagreements arose and one of the three sued the other two. Each side struggled to explain what happened....

Will U.S. Supreme Court Decision In Life Insurance Case Affect California's Limited Liability Company Law?

Yesterday, the U.S. Supreme Court heard oral arguments in Sveen v. Melin (Case No. No. 16-1432). The case involved a dispute over life insurance proceeds between a decedent's former spouse and his children by a former relationship. After marriage,...

Court Of Appeal Upholds Dismissal Of Purely Foreign Dispute

Seven years ago, I wrote about California's "million dollar contract" statute - CCP § 410.40. That statute permits any person to maintain an action against a foreign corporation or nonresident person when the action arises out of, or relates to, any...

Control Persons And Underwriter Status

Yesterday's post concerned someone who allegedly bragged about being in control of an issuer, but not taking a formal position with the issuer so as to avoid the volume limitations under Rule 144. Despite this alleged admission, the SEC was not able...

Court Reminds SEC That Rule 144 Is A Non-Exclusive Safe Harbor

Just over five years ago, Barry Epling went to breakfast with two of his business colleagues. At the breakfast, he discussed his relationship with Hemp, Inc., explaining that he and his long-time friend and business advisor, Bruce Perlowing,...