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), 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. Keith has also been retained as an expert witness to testify concerning corporate law, securities law and attorney malpractice.
Government and Regulatory Experience:
Keith Paul Bishop 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:
- the offer and sale of securities,
- securities broker-dealers,
- investment advisers,
- managed health care providers (HMOs),
- the offer and sale of franchises,
- credit unions,
- finance lenders,
- residential mortgage lenders, and
- 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:
- Alcoholic Beverage Control (ABC),
- Banking (now known as Financial Institutions),
- Real Estate, and
- Savings & Loan.
The Business, Transportation & Housing Agency also included the following transportation related departments:
- Highway Patrol (CHP),
- Motor Vehicles (DMV), and
- 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.
- 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.
- Represented New York Stock Exchange listed company in connection with $250 million senior note offering.
- Represented New York Stock Exchange listed health care provider in connection with a public offering of convertible subordinated debentures.
- Represented New York Stock Exchange listed health care provider in connection with stockholder consent solicitation seeking removal of the board of directors.
- Represented Nasdaq listed company in connection with self tender offer to adjust the exercise prices of outstanding stock options.
- Represented several publicly-traded companies in fairness hearings before the California Department of Corporations.
- Represented privately held companies in connection with private placements of securities.
- 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:
- Advised the audit committee of publicly-traded company in connection with internal and SEC investigations with respect to stock option backdating.
- Advised special audit committee of non-profit medical center system in connection with internal investigation of management conduct.
- 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.
- Represented executive of Nasdaq listed company in connection with internal investigation and class action and derivative litigation.
- Represented securities broker-dealer in connection with a Department of Corporations enforcement matter.
- 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.
- Represented companies and individuals in connection with responding to Department of Corporations investigations and enforcement actions under the Corporate Securities Law.
- Represented Nasdaq listed company in connection with de-listing hearing before the Nasdaq Listing Qualifications Panel.
- Represented client in connection with its opposition to public disclosure of information by state attorney generals under state public records acts.
- Advised bank in connection with response to Federal Deposit Insurance Corporation (FDIC) regulatory examination.
- Advised Investment Adviser in connection with SEC examinations.
Appointments and Bar Association Positions
In 1991, the Rules Committee of the California Senate appointed Keith to the Senate Commission on Corporate Governance, Shareholder Rights and Securities Transactions. He has served in the following bar association positions:
- Member, Executive Committee, Business Law Section of the State Bar of California
- Co-Chair, Corporations Committee of the Business Law Section of the State Bar of California
- Chairman of the Business and Corporate Law Section of the Orange County Bar Association
- California Liaison to the American Bar Association Committee on State Regulation of Securities
- Martindale-Hubbell A-V Rating
- Named in Best Lawyers (2006-2011)
- Recognized in Southern California Super Lawyers magazine (2005 – 2010)
Teaching and Public Speaking
Keith Paul Bishop is an adjunct professor of law at Chapman University School of Law where he has taught classes in Sales and Lease Transactions and Advanced Topics in Corporate Governance.A frequent public speaker, Keith has served as keynote speaker or panelist in programs sponsored by:
- American Bar Association
- Association of Managed Care Providers
- The Bar Association of San Francisco
- Beverly Hills Bar Association
- Business Law Section of the State Bar of California
- California Association of Dental Managedcare Organizations
- California Association of HMOs
- California Bankers Association
- California Mortgage Bankers Association
- Chapman University School of Law
- Federal Reserve Bank of Atlanta
- Georgia General Assembly/Policy Research Center at Georgia State University
- Healthcare Association of Southern California
- Harvard School of Public Health
- New York State Bar Association
- Orange County Bar Association
- Orange County Employee Benefit Council
- Orange County Medical Group Management Association
- Sacramento County Bar Association
- San Diego County Bar Association
- USC/LACBA Institute for Corporate Counsel
- Whittier Law School
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. Keith’s recent publications include:
- “California Blue Sky Law Problems for Foreign Issues and Foreign Issuers,” Insights, July 2009.
- “Silver Standard – There are many benefits to incorporating in Nevada but tax avoidance is not one of them,” Los Angeles Lawyer, November 2008.
- “A Shot Not Heard – The Court of Appeal Holds that an Issuer’s Directors and Officers Must Be Licensed as Securities Broker-Dealers,” Business Law News, Issue 3 2008.
- “The McNulty Memo – Continuing the Disappointment,” 10 Chapman L. Rev. 729, 2007.
- “Ethically Speaking: Attorney-Client Confidentiality in the Post-Enron Prosecutorial World,” (Co-Author), Orange County Lawyer, August 2006.
- “California Appellate Court Holds that the Internal Affairs Doctrine Does Not Trump California’s Insider Trading Law,” Insights, January 2006.
- “‘Mr. Watson – Come Here!’ New Rules for Electronic Communications by and to California Corporations,” CEB California Business Law Practitioner, 2005.
- “The War Between the States – Delaware’s Supreme Court Ignores California’s Corporate Outreach Statute,” Insights, 2005.
- “Conflicting Currents: The Obligation to Maintain Inviolate Client Confidences and the New SEC Attorney Conduct Rules,” (Co-Author), Pepperdine Law Review, 2004.
- “California Legislature tells Sarbanes-Oxley Issuers to Confess or Else,” Insights, May 2004.
Keith earned his Bachelor of Arts degree at Harvard University and his Juris Doctor from the University of Southern California Law School.