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Orange County

T(949) 851-5428

Education

  • J.D., USC Gould School of Law

  • B.A., Harvard University

Bar Admissions

  • California

Memberships

  • California Lawyers Association Business Law Section, Co-Chair, Corporations Committee (2018)

  • Orange County Bar Association Business and Corporate Law Section, Chairman (2005)

  • California State Bar Business Law Section, Member, Executive Committee (2004-2007)

  • Senate Commission on Corporate Governance (1991)

Keith P. Bishop

Partner

Keith 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 lawyers, business executives, judges, and media, nationwide.

General Corporate Transactions

At the federal level, Keith helps clients understand and comply with new or changing U.S. Securities and Exchange Commission requirements—always a moving target.

He has represented clients in a wide variety of industries, including high tech, home building, and healthcare, among many others. Keith establishes long-term relationships with his clients and gets to know their business from all angles. His counsel covers public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), corporate governance matters, financial services regulations, and California administrative law.

Keith also regularly advises clients on compliance, licensing, regulatory, and civil enforcement issues, as well as internal corporate investigations, including stock option backdating and other alleged management malfeasance.

Professional Background

Keith is a former California Commissioner of Corporations 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
  • Independent escrow companies

As a former Deputy Secretary for Business Regulation and General Counsel of the California Business, Transportation & Housing Agency, Keith had oversight of business regulatory departments including:

  • Alcoholic Beverage Control (ABC),
  • Banking (now known as Financial Institutions)
  • Corporations
  • Real Estate
  • Savings & Loan

And transportation-related departments:

  • Highway Patrol (CHP)
  • Motor Vehicles (DMV)
  • Transportation (Caltrans)

In these roles, Keith has also testified before numerous California legislative budget and policy committees.

Professional Achievements

In addition to producing numerous articles on corporate and securities laws, Keith is the author of the Nevada corporate law treatise, "Bishop and Zucker on Nevada Corporations and Limited Liability Companies." His writings have been cited in several Nevada Supreme Court and U.S. District Court opinions. He is a practice consultant to Marsh & Volk’s Practice Under the California Securities Laws and has contributed to Marsh's California Corporation Law.

Throughout his career, Keith has acted as an expert witness, testifying in matters concerning corporate law, securities law, and attorney malpractice.

Accolades

  • Selected for inclusion in National Law Review's Go-To Thought Leadership Award (2018, 2020, 2022)
  • Named Best Lawyers' Orange County Corporate Law "Lawyer of the Year" (2015, 2018, 2021, 2024)
  • Selected for inclusion in The Best Lawyers in America (2006 - 2025)
  • Named to JDSupra’s Readers’ Choice Awards as a Top Author in Securities (2018, 2020, 2025)
  • Named to JDSupra’s Readers’ Choice Awards as a Top Author in Mergers & Acquisitions and Securities (2019)
  • California State Bar Business Law Section's Lifetime Achievement Award (2014)
  • Martindale-Hubbell® A-V Preeminent Rating
  • Selected for inclusion in Southern California Super Lawyers (2005 – 2019)

General Corporate Transactions

At the federal level, Keith helps clients understand and comply with new or changing U.S. Securities and Exchange Commission requirements—always a moving target.

He has represented clients in a wide variety of industries, including high tech, home building, and healthcare, among many others. Keith establishes long-term relationships with his clients and gets to know their business from all angles. His counsel covers public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), corporate governance matters, financial services regulations, and California administrative law.

Keith also regularly advises clients on compliance, licensing, regulatory, and civil enforcement issues, as well as internal corporate investigations, including stock option backdating and other alleged management malfeasance.

Professional Background

Keith is a former California Commissioner of Corporations 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
  • Independent escrow companies

As a former Deputy Secretary for Business Regulation and General Counsel of the California Business, Transportation & Housing Agency, Keith had oversight of business regulatory departments including:

  • Alcoholic Beverage Control (ABC),
  • Banking (now known as Financial Institutions)
  • Corporations
  • Real Estate
  • Savings & Loan

And transportation-related departments:

  • Highway Patrol (CHP)
  • Motor Vehicles (DMV)
  • Transportation (Caltrans)

In these roles, Keith has also testified before numerous California legislative budget and policy committees.

Professional Achievements

In addition to producing numerous articles on corporate and securities laws, Keith is the author of the Nevada corporate law treatise, "Bishop and Zucker on Nevada Corporations and Limited Liability Companies." His writings have been cited in several Nevada Supreme Court and U.S. District Court opinions. He is a practice consultant to Marsh & Volk’s Practice Under the California Securities Laws and has contributed to Marsh's California Corporation Law.

Throughout his career, Keith has acted as an expert witness, testifying in matters concerning corporate law, securities law, and attorney malpractice.

Accolades

  • Selected for inclusion in National Law Review's Go-To Thought Leadership Award (2018, 2020, 2022)
  • Named Best Lawyers' Orange County Corporate Law "Lawyer of the Year" (2015, 2018, 2021, 2024)
  • Selected for inclusion in The Best Lawyers in America (2006 - 2025)
  • Named to JDSupra’s Readers’ Choice Awards as a Top Author in Securities (2018, 2020, 2025)
  • Named to JDSupra’s Readers’ Choice Awards as a Top Author in Mergers & Acquisitions and Securities (2019)
  • California State Bar Business Law Section's Lifetime Achievement Award (2014)
  • Martindale-Hubbell® A-V Preeminent Rating
  • Selected for inclusion in Southern California Super Lawyers (2005 – 2019)

Transactional Experience:

  • New York Stock Exchange Listed Company. Merger structured as a Reverse Morris Trust transaction and valued at approximately $2.8 billion.
  • New York Stock Exchange Listed Company. 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.
  • New York Stock Exchange Listed Company. $250 million senior note offering.
  • New York Stock Exchange Health Care Provider. Public offering of convertible subordinated debentures.
  • New York Stock Exchange Health Care Provider. Stockholder consent solicitation seeking removal of the board of directors.
  • Nasdaq Listed Company. Self-tender offer to adjust the exercise prices of outstanding stock options.
  • Publicly Traded Companies. Fairness hearings before the California Department of Corporations.
  • Privately Held Companies. Private placements of securities.
  • Publicly Traded Technology Company. Response to hostile tender offer by a competitor and subsequent negotiated sale to the offeror.

Enforcement, Examination and Internal Investigation Experience:

  • Audit Committee. Advised on internal and SEC investigations with respect to stock option backdating.
  • Special Audit Committee. Advised on internal investigation of management conduct.
  • Company Executive. Internal and U.S. Department of Justice investigations and derivative litigation related to alleged stock option backdating.
  • Company Executive. Internal investigation and class action and derivative litigation.
  • Securities Broker-Dealer. Department of Corporations enforcement matter.
  • Trade Association. Obtained a temporary restraining order and preliminary injunction against the Department of Corporations with respect to enforcement actions against the association's members.
  • Companies and Individuals. Responded to Department of Corporations investigations and enforcement actions under the Corporate Securities Law.
  • Nasdaq Listed Company. De-listing hearing before the Nasdaq Listing Qualifications Panel.
  • Client. Opposition to public disclosure of information by state attorney generals under state public records acts.
  • Bank. Response to Federal Deposit Insurance Corporation (FDIC) regulatory examination.
  • Investment Adviser. SEC examinations.

Expert Witness Experience:

  • Attorney Malpractice. Testified with respect to California corporate law issues in jury trial of attorney malpractice suit.
  • Securities Law. Testified in Securities and Exchange Commission administrative law hearing.
  • FINRA. Testified in Financial Industry Regulatory Authority arbitration proceeding.
  • Corporate Governance. Testified in bench trial in Nevada state court with respect to corporate governance issues.

Teaching

Keith teaches Securities Regulation at the University of California, Irvine School of Law where he previously taught Administrative Law. He has also taught classes in Sales and Lease Transactions, Corporations, and Advanced Topics in Corporate Governance at Chapman University School of Law.

Blog

californiacorporate&securities

Visit Keith's blog California Corporate & Securities Law.

Educational Videos

fairness hearings

hedge funds

say on pay

venture capital

Public Speaking

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 Managed Care 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
  • National Association of Stock Plan Professionals
  • 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
  • Society of Corporate Secretaries and Governance Professionals
  • USC/LACBA Institute for Corporate Counsel
  • Whittier Law School

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