Keith Paul Bishop is a partner in Allen Matkins' 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.
Government and Regulatory Experience
Keith previously served in the positions of California Commissioner of Corporations and Interim Savings & Loan Commissioner. As Commissioner of Corporations, Keith was responsible for the administration and enforcement of California's laws and regulations governing the following:
ˇ the offer and sale of securities,
ˇ securities broker-dealers,
ˇ investment advisers,
ˇ managed health care providers (HMOs),
ˇ the offer and sale of franchises,
ˇ credit unions,
ˇ finance lenders,
ˇ residential mortgage lenders, and
ˇ independent escrow companies.
Keith also served as Deputy Secretary for Business Regulation and General Counsel of the California Business, Transportation & Housing Agency. At the time, that agency included the following business regulatory departments:
ˇ Alcoholic Beverage Control (ABC),
ˇ Banking (now known as Financial Institutions),
ˇ Corporations,
ˇ Real Estate, and
ˇ Savings & Loan.
The Business, Transportation & Housing Agency also included the following transportation-related departments:
ˇ Highway Patrol (CHP),
ˇ Motor Vehicles (DMV), and
ˇ Transportation (Caltrans).
Keith has testified before numerous California legislative budget and policy committees. In 1997, he testified before the Subcommittee on Securities of the United States Senate Committee on Banking, Housing, and Urban Affairs.
Keith has written numerous articles on corporate and securities laws and is the author of a treatise on the corporate law of Nevada, "Nevada Law of Corporations and Business Organizations." For the last two years, he has served as a practice consultant to Marsh & Volk, "Practice under the California Securities Laws". He also writes a blog,www.calcorporatelaw.com, that covers California corporate and securities law issues.
Memberships
ˇ American Bar Association Committee on State Regulation of Securities, California Liaison (2008-present)
ˇ Business and Corporate Law Section of the Orange County Bar Association, Chairman (2005)
ˇ Business Law Section of the State Bar of California, Member, Executive Committee (2004-2007)
ˇ Business Law Section of the State Bar of California, Co-Chair, Corporations Committee (2002-2003)
ˇ Senate Commission on Corporate Governance (1991)
Accolades
ˇ Martindale-Hubbell A-V Rating
ˇ Named in Best Lawyers (2006-2012)
ˇ Selected for inclusion in Southern California Super Lawyers magazine (2005 - 2012)
Education
Keith earned his B.A. at Harvard University and his J.D. from the University of Southern California Gould School of Law.
Representative Matters
Transactional Experience:
ˇ New York Stock Exchange Listed Company. Represented New York Stock Exchange listed company in connection with the acquisition of the real estate assets of a privately held homebuilder and a related tender offer for a portion of the outstanding shares of the New York Stock Exchange listed company.
ˇ New York Stock Exchange Listed Company. Represented New York Stock Exchange listed company in connection with $250 million senior note offering.
ˇ Health Care Provider. Represented New York Stock Exchange listed health care provider in connection with a public offering of convertible subordinated debentures.
ˇ Health Care Provider. Represented New York Stock Exchange listed health care provider in connection with stockholder consent solicitation seeking removal of the board of directors.
ˇ Nasdaq Listed Company. Represented Nasdaq listed company in connection with self tender offer to adjust the exercise prices of outstanding stock options.
ˇ Publicly-Traded Companies. Represented several publicly-traded companies in fairness hearings before the California Department of Corporations.
ˇ Privately-Held Companies. Represented privately-held companies in connection with private placements of securities.
ˇ Technology Company. Represented a publicly traded technology company in connection with response to hostile tender offer by a competitor and subsequent negotiated sale to the offeror.
Enforcement, Examination and Internal Investigation Experience:
ˇ Audit Committee. Advised the audit committee of publicly-traded company in connection with internal and SEC investigations with respect to stock option backdating.
ˇ Special Audit Committee. Advised special audit committee of non-profit medical center system in connection with internal investigation of management conduct.
ˇ Company Executive. Represented executive of Nasdaq listed company in connection with internal and U.S. Department of Justice investigations and derivative litigation related to alleged stock option backdating.
ˇ Company Executive. Represented executive of Nasdaq listed company in connection with internal investigation and class action and derivative litigation.
ˇ Securities Broker-Dealer. Represented securities broker-dealer in connection with a Department of Corporations enforcement matter.
ˇ Trade Association. Represented trade association in obtaining a temporary restraining order and preliminary injunction against the Department of Corporations with respect to enforcement actions against the association's members.
ˇ Companies and Individuals. Represented companies and individuals in connection with responding to Department of Corporations investigations and enforcement actions under the Corporate Securities Law.
ˇ Nasdaq Listed Company. Represented Nasdaq listed company in connection with de-listing hearing before the Nasdaq Listing Qualifications Panel.
ˇ Client. Represented client in connection with its opposition to public disclosure of information by state attorney generals under state public records acts.
ˇ Bank. Advised bank in connection with response to Federal Deposit Insurance Corporation (FDIC) regulatory examination.
ˇ Investment Adviser. Advised investment adviser in connection with SEC examinations.
Publications
Video
9/15/2011, Did it Pass? The Complexities of Shareholder Voting
6/28/2011, CalPERS/CALSTRS Set to Launch Diverse Director Database - Keith Bishop
2/26/2011, Dodd Frank: New SEC and DOC Rules Will Determine Regulatory Future of Venture Capital Industry
2/12/2011, New Changes In Law Put Hedge Funds Under State Regulation
2/8/2011, Say On Pay: The Dodd Frank Act Challenges Executive Compensation
1/24/2011, Fairness Hearings: A Faster, Cheaper Alternative To Federal Registration
Press & Media
9/19/2011, Allen Matkins Attorneys Named in 2012 Edition of The Best Lawyers In America®
7/27/2011, 60 Allen Matkins Attorneys named among Super Lawyers 2011 and Rising Stars 2011
1/5/2011, Facebook Deal Spurs Inquiry
Press Mentions in The Wall Street Journal
12/13/2010, Frenzy For Facebook Shares Heats Up With A New Auction
Keith Bishop in Kerry A. Dolan's Shades of Green
8/16/2010, Allen Matkins Attorneys Named in 2011 Edition of The Best Lawyers In America
8/4/2010, Keith Paul Bishop of Allen Matkins Launches California Corporate Law Blog
Attorney Offers Timely Information Regarding California Corporate and Securities Laws
7/19/2010, 63 Allen Matkins Attorneys Named Among Super Lawyers 2010 and Rising Stars 2010
8/19/2009, Allen Matkins Attorneys Named in 2010 Edition of The Best Lawyers In America
7/14/2009, 57 Allen Matkins Attorneys Named Among Super Lawyers 2009 and Rising Stars 2009
7/13/2009, California Owes an Explanation on Securities Rules
Keith Paul Bishop in Daily Journal
10/8/2008, Allen Matkins Attorneys Named in 2009 Edition of The Best Lawyers In America
8/13/2008, 44 Allen Matkins Attorneys Named Among Super Lawyers 2008 and Rising Stars 2008
7/21/2008, Keith Paul Bishop Joins the Orange County Office of Allen Matkins
Article
1/31/2012, Political-Spending Disclosure Plans Could Have Hidden Costs
By Keith Paul Bishop in Forbes
6/18/2010, In Shareholder Derivative Suits, Determining What Law Governs Isn't Easy
by Keith Paul Bishop in The Daily Journal
6/14/2010, No Way, Amending an Agreement Can Violate State Securities Laws?
by Keith Paul Bishop in The Daily Journal
4/26/2010, Trading in Private Shares: El Dorado or Fools Gold?
by Keith Paul Bishop inThe Daily Journal
2/11/2010, Form 8-K Mandate: All Prescription, No Diagnosis
By Keith Paul Bishop in The Daily Journal
1/13/2010, Naming a Business Is Never Easy in California
By Keith Paul Bishop in The Daily Journal
10/21/2009, Unveiling Pay-to-Play Arrangements
By Keith Bishop in Daily Journal
10/8/2009, State Power Over Corporate Charters
By Keith Bishop in Daily Journal
8/6/2009, Delaware's Swan Song
By Keith Paul Bishop in Daily Journal
7/1/2009, California's Blue Sky Law Problems for Foreign Issues and Issuers
By Keith Paul Bishop in INSIGHTS
6/30/2009, The Case Against Consolidation
By Keith Paul Bishop in Daily Journal
5/26/2009, High Court Might Have to Rein In Unique Oversight Board
By Keith Paul Bishop in Daily Journal
Legal Alert
2/2/2010, Six Questions Every Public Company Should Ask Now to Prepare for its 2010 Proxy Statement and Form 10-K
12/10/2009, NASDAQ Stock Market LLC Adopts Ten-Minute Warning Rule
This alert contains information that affects NASDAQ listed companies.
10/29/2009, Legal Alert: Regulation of Member Private Offerings
Private offerings of securities by a FINRA member firm or a control entity must comply with new disclosure and filing requirements and limitations on the use of proceeds.
10/22/2009, Legal Alert: California Enacts Emergency Legislation to Address Pay-to-Play and Public Pension Funds
This new law will impact investment advisers and others who use placement agents to obtain access to public retirement systems in California.
10/7/2009, Legal Alert: Proposed Legislation Imposes New Requirements on Private Fund Advisers
This alert is important to any person or entity that manages private funds.
9/3/2009, California Simplifies Requirements for Electronic Communications to Shareholders and Corporate Members
This alert applies to California for-profit and non-profit corporations.
7/30/2009, Controversial DTSC Vapor Intrusion Policy May Impede Development
The information in this alert affects Brownfield developers.
7/16/2009, State of California's Issuance of Registered Warrants Raises Securities Law Questions and Concerns
5/27/2009, Securities and Exchange Commission Proposes To Amend Investment Adviser Custody Rule
3/10/2009, It's Only a Matter of Degree - Companies Find Trouble in Publicizing the Educational Backgrounds of Officers
8/11/2008, California Supreme Court Confirms Limited Enforceability of Non-Competition Agreements in California
Employers should reevaluate existing agreements with California employees in light of the Edwards Decision by the California Supreme Court.
8/5/2008, SEC Publishes Guidance on Expanding the Role of Company Web Sites for Distributing Investor Information
Public and privately held companies should be aware of new SEC guidance on federal securities law implications of company Web sites. The new guidance contains helpful information in how companies may use the Internet to provide disclosures to investors, but does not give companies a blank check to use the Internet to disclose information to investors.
Events 6/5/2012, Recent Developments in Federal and State Securities Laws Governing Offerings in California
Los Angeles County Bar Association
Business and Corporations Law Section
1055 West 7th Street, 27th Floor
Los Angeles, California
Speakers: Keith P. Bishop
6/4/2012, Reorganization of California's Administrative Agencies
State Bar of California
Business Law Section
Teleconference
Speakers: Keith P. Bishop
5/22/2012, New Ways to Raise Capital under the JOBS Act
CONNECT
AMN Healthcare
12400 High Bluff Drive
San Diego, California
Speakers: Keith P. Bishop
5/18/2012, 2012 Annual Delaware & California Law Update Symposium
Omni Los Angeles Hotel
251 South Olive Street
Los Angeles, California
Speakers: Keith P. Bishop
1/25/2012, Nevada Corporations - A Better Bet?
Orange County Bar Association Business & Corporate Law Section
Costa Mesa, California
Speakers: Keith P. Bishop
11/1/2011 - 11/4/2011, Did it Pass? The Complexities of Shareholder Voting
The 19th Annual NASPP Conference
San Francisco, California
Speakers: Keith P. Bishop
9/14/2011, Essentials: A Crash Course for the Corporate Secretary - Fundamentals of Corporate Governance and Sources of Authority
Newport Beach, California
Speakers: Keith P. Bishop
1/28/2011, Chapman University School of Law Annual Symposium
Sandhu Conference Center
Chapman University
571 N. Grand
Orange, California 92866
Speakers: Keith P. Bishop
11/30/2010, What is Corporate Governance?
Southern California Edison
Speakers: Keith P. Bishop
11/17/2010, Proxy Access and the Dodd-Frank Act
City Club on Bunker Hill
333 S. Grand Ave.
Los Angeles, California
Speakers: Keith P. Bishop
10/21/2010, Raising Capital Without Violating the CA Securities Laws
BASF Conference Center
301 Battery Street, 3rd Floor
San Francisco, California 94111
Speakers: Keith P. Bishop
10/7/2010, Business Law Developments Breakfast Briefing - San Francisco
Le Meridian Hotel
333 Battery Street
San Francisco, California
Speakers: Keith P. Bishop, David D. Cooke, Baldwin J. Lee, D. Stanley Rowland, Mark J. Seifert, Marshall C. Wallace and Sonia J. Ransom
10/6/2010, Business Law Developments Breakfast Briefing - Palo Alto
Scott's Seafood
#1 Town & Country Village
Palo Alto, California 94301
Speakers: Keith P. Bishop, David D. Cooke, Baldwin J. Lee, D. Stanley Rowland, Mark J. Seifert, Marshall C. Wallace andRobert D. Wyatt
4/30/2010, LACBA - 2010 Glendon Tremaine Symposium
Shutters on the Beach
One Pico Boulevard
Santa Monica, California 90405
Speakers: Keith P. Bishop
11/9/2009, Enforcement Under the California Securities and Commodity Laws
BASF Conference Center
301 Battery Street
San Francisco, California 94111
Speakers: Keith P. Bishop
4/24/2009, LACBA - 2009 Glendon Tremaine Symposium - Annual California and Delaware Corporate Law Updates
Shutters on the Beach
One Pico Boulevard
Santa Monica, California
Speakers: Keith P. Bishop
3/18/2009, SDCBA - San Diego County Bar Association - Recent Developments and Pitfalls in Private Placement
SDCBA Bar Center
1333 Seventh Avenue
San Diego, California 92101
Speakers: Keith P. Bishop
Teaching
Keith has taught classes in Sales and Lease Transactions, Corporations and Advanced Topics in Corporate Governance at Chapman University School of Law. In the Spring 2012, he will be teaching Administrative Law at the University of California, Irvine Law School.
Blog
Visit Keith's blog California Corporate & Securities Law.
Public Speaking
A frequent public speaker, Keith has served as keynote speaker or panelist in programs sponsored by:
ˇ American Bar Association
ˇ Association of Managed Care Providers
ˇ The Bar Association of San Francisco
ˇ Beverly Hills Bar Association
ˇ Business Law Section of the State Bar of California
ˇ California Association of Dental Managed Care Organizations
ˇ California Association of HMOs
ˇ California Bankers Association
ˇ California Mortgage Bankers Association
ˇ Chapman University School of Law
ˇ Federal Reserve Bank of Atlanta
ˇ Georgia General Assembly/Policy Research Center at Georgia State University
ˇ Healthcare Association of Southern California
ˇ Harvard School of Public Health
ˇ National Association of Stock Plan Professionals
ˇ New York State Bar Association
ˇ Orange County Bar Association
ˇ Orange County Employee Benefit Council
ˇ Orange County Medical Group Management Association
ˇ Sacramento County Bar Association
ˇ San Diego County Bar Association
ˇ Society of Corporate Secretaries and Governance Professionals
ˇ USC/LACBA Institute for Corporate Counsel
ˇ Whittier Law School