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

How To Interpret An Indemnity Agreement

When interpreting an indemnity provision, whether in the articles of incorporation, bylaws or a separate agreement, the first question might be what does "indemnity" mean?  Etymologically, "indemnity" is derived from the Latin words in (not) and ...

Should Your Articles Of Incorporation Include A Choice of Law Provision?

In yesterday's post, I considered the fundamental question of why indemnification provisions are included in articles of incorporation. State general corporation laws typically contain express provisions empowering or authorizing corporations to...

Some Observations On Indemnification Provisions In Articles Of Incorporation

Over the years, I've read many articles of incorporation that include provisions relating to indemnification of officers, directors and others. Today's post will cover a few questions and observations that have occurred to me over the years. I'll...

Federal Court Finds There Can Be No Control Person Liability Without Primary Violator Privity

Yesterday, I covered Judge Lewis A. Kaplan's holding in In re Lehman Bros. Securities & Erisa Litigation, 2012 U.S. Dist. LEXIS 148177 (Oct. 15, 2012) that there is no liability under Corporations Code Section 25400 when the plaintiff and defendant...

S.D.N.Y. Holds No Section 25400 Liability If Securities Aren't The Same

The 2008 collapse of Lehman Brothers Holdings, Inc. resulted in seven California public entities and a California-based insurance company suing Lehman's former directors, officers, and auditors for, among other things, violations of the California...

Office of Administrative Law To Determine Whether CalPERS' Policy is an Underground Regulation

In August, I submitted a petition to the Office of Administrative Law alleging that the California Public Employees Retirement System had "issued, used enforced, or attempted to enforce an underground regulation".  Specifically, I challenged CalPERS'

Commissioner Proposes Custody Rule

Over a year ago, the Commissioner issued this invitation for comments with respect to a complete rewriting of California's custody rule for investment advisers, 10 CCR § 260.237. The Commissioner received a number of comments. However, none of the...

Electronic Mail Requires Consent And Cicero's Guide To Electioneering

Even before the advent of the personal computer, people were talking about electronic mail.  See this March 1973 issue of Popular Science. They weren't discussing e-mail, but facsimile transmission. Although people still send documents by facsimile,...

Can It Be So? Court Holds That A Nebraska Corporation Is Not A Corporation

Section 2010(b) California Corporations Code provides that no action or proceeding to which a corporation is a party abates by dissolution of the corporation. The statute imposes no time limit on suing dissolved corporations for pre-dissolution...