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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,, 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

Court Finds Forum Selection Clause That Includes Jury Trial Waiver To Be Unenforceable

California courts will generally give effect to a mandatory forum selection clause unless enforcement would be unreasonable or unfair, and the party opposing enforcement of the clause ordinarily bears the burden of proving why it should not be...

Choice of Law/Conflict of Law

California Law Requires Banks To Disregard Notice of Adverse Claims To Accounts

In an all too familiar story, an insurance company's managing agent was tricked into transferring nearly $2 million into the fraudster's account at Wells Fargo Bank.  The plaintiffs then sued the bank alleging that after receiving actual knowledge...

Financial Institutions

Time Is Of The Essence Clause Does Not Necessarily Result In Breach For Late Performance

Rugger Investment Group LLC contracted to sell an airplane to Magic Carpet Ride, LLC (MCR).  Rugger deposited a lien release into escrow 8 days late.  MCR succeeded in obtaining summary judgment on its breach of contract claim.  The Court of Appeal...


Domicile And The CSL

The qualification requirement of the California Corporate Securities Law of 1968 applies to offers and sales of securities in this state.  Cal. Corp. Code § 25110.  An offer or sale is made "in this state" if any one or more of the following events...

Corporate Securities Law

Happy Nevada Day!

October 31 is the original date on which Nevada Day was celebrated.  In 1999, however, the Nevada legislature made the unfortunate and ahistoric decision to move the celebration to the last Friday of October.  NRS 236.015(1).  In fact, Nevada was...

Nevada constitution

Does Section 25400(d) Require Reliance?

Yesterday's post noted that Section 25400(d) was modeled on Section 9(a)(4) of the Securities Exchange Act of 1934.  Federal courts have stated that Section 9(a)(4) is violated when there is a:

  1. misstatement or omission;
  2. of material fact;
  3. made with...

Corporate Securities Law

Section 9(a)(4) Versus Section 25400(d)

The liability provisions of California's Corporate Securities Law of 1968 are largely copied from the liability provisions of the federal securities laws.  Among these "borrowed" provisions are Sections 25400/2500 which parallel Section 9 of the...

CLA Corporations Committee Comments On Proposed Regulation S-K Changes

The Securities and Exchange Commission has proposed to modernize Regulation S-K Items 101, 103, and 105.  The comment period for this proposal closes today.  The Corporations Committee of the Business Law Section of the California Lawyers...

Corporate Securities Law

Oral Is Aural, Verbal Is Not Necessarily

"Oral" is derived from the Latin word, os, meaning mouth.  "'Oral' means spoken in the sense that the mouth is used to articulate words or sounds."  People v. Gonzalez, 2 Cal. 5th 1138, 1142 (2017).  "Oral" is often confused with "verbal" which...


Is A Pre-Issuance Form D Filing Requirement In The Offing?

The North American Securities Administrators Association (NASAA) is a century old organization that represents state and provincial securities regulators in Canada, Mexico and the United States.  Although the states were first to regulate securities...

Corporate Securities Law

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