Subject: File No. S7-08-17
From: Keith P Bishop
Affiliation: Former California Commissioner of Corporations

January 1, 2018

1. Item 501(b)(1) requires disclosure of a registrant's name, including an English translation of the name of "foreign registrants". The Commission does not explain the purpose of the English translation nor why a translation is required in the case of foreign registrants. I encourage the Commission to eliminate this requirement.

2. Item 501(b)(1) requires disclosure of a registrant's name, including an English translation of the name of foreign registrants. However, the term "foreign registrant" is not defined in the Securities Act, the General Rules and Regulations under the Securities Act, or Regulation S-X. Regulation S-K, uses the term in Items 201, 202 and 501 but makes no attempt to define it. Therefore, I encourage the Commission to eliminate or define "private registrant".

3. I encourage the Commission to eliminate the language about a registrant being required to change its name in the instruction to Item 501(b)(1). This is an area that is already addressed by state law as well as common law and federal trademark law. See, e.g., Cal. Corp. Code Sec. 201(b) ("The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closely as to tend to deceive, the name of a domestic corporation, the name of a foreign corporation which is authorized to transact intrastate business . . ."). The issue of misleading names, moreover, is complicated and some states have consequently adopted detailed regulations regarding what constitutes a confusingly similar name. See, e.g., 2 CCR Sec. 21000 et seq. and Nev. Admin. Code Sec. 78.010-.100. The Commission has not adopted similarly detailed standards, making it likely that staff decisions will be inconsistent and arbitrary. Moreover, the Commission's resources should not be devoted to matters outside of its core mission of investor protection that are already addressed by other regulators and non-securities laws.

By way of background, I previously served as California's Commissioner of Corporations and in that capacity administered and enforced California's securities laws. I am the practice consultant to the leading treatise on the California securities laws. I have taught securities regulation at the University of California, Irvine School of Law (UCI) and have taught a variety of business law courses at Chapman University and UCI law schools. I have also served as Co-Chairman of the Corporations Committee of the Business Law Section of the California State Bar and Chairman of the Business and Corporate Law Section of the Orange County (California) Bar Association. These comments are submitted in my individual capacity and not on behalf of any other person.