Corporate Governance

To reduce legal risk, publicly traded companies should continually update their corporate governance structure and procedures. K&L Gates suggests that public companies undertake periodic corporate governance reviews to ensure they keep pace with best practices and account for the development in market standards. We assist our clients in designing policies and procedures to promote good governance and in evaluating the implementation of and compliance with those policies and procedures.

Many corporate processes or transactions need to be reviewed and approved by independent directors and independent board committees. K&L Gates regularly represents committees of independent directors in their review of going-private transactions, spin-offs and spin-outs, and other related-party transactions.

K&L Gates examines and investigates corporate misconduct and accounting irregularities. K&L Gates has advised many boards and special committees of boards on a broad range of corporate governance issues. We understand the sensitivity and confidentiality associated with information-gathering that is critical to the review of corporate compliance matters. By reporting directly to the board or a special committee, K&L Gates can work within the protection of legal privilege to preserve client confidentiality. Our substantial experience in securities enforcement issues gives us insight as to the most effective responses by our clients from both the securities law disclosure and the litigation management perspectives to the discovery of potential corporate misconduct, accounting irregularities, or noncompliance with corporate governance requirements.

K&L Gates is positioned to assist its corporate clients by drafting corporate governance guidelines; codes of business conduct and ethics for directors, officers, and employees; codes of ethics for senior financial officers; charters for the nomination/corporate governance, compensation, and audit committees; various corporate governance policies and procedures; certifications and confirmation letters; and notices to employees.

Above all, we approach our advice in the area of corporate governance with a practical perspective and sensitivity to the realities of each client’s particular history and culture. We seek to identify issues in corporate governance before critical problems develop and to construct workable solutions to issues without creating unreasonable expectations.

Our London office provides high-quality company secretarial services to a wide range of both national and international clients in relation to their companies and subsidiaries incorporated in the United Kingdom through the firm's in-house nominee company – Gravitas Nominees Limited. Services include:

• Company Secretarial Services - Gravitas can act as a company secretary to client companies and/or provide specialist company secretarial advice to company secretaries. Services include attending to statutory duties, preparing draft minutes and all associated documentation for board and general meetings, preparing and filing annual returns and all other statutory notices with the Register of Companies, and maintaining all required statutory registers.  Technical legal advice can also be provided when required.
• Registered Office Facilities - Our City of London address is available as a client’s Registered Office, and mail re-routing is available according to clients’ instructions.
• Nominee Services - Gravitas can provide nominees shareholding facilities for clients, including preparation of documentation for appointment of corporate representatives to attend general meetings.
• Company Formations - Our team can arrange incorporation of companies registered in England and Wales.
• Company Naming Monitoring - To provide maximum protection to clients’ company names, we can monitor the Companies House Index and advise immediately if any name that is registered that may prejudice your business.  We also advise on the appropriate action to be taken in these circumstances.
• Agent for Service of Process - Gravitas can act as agent for the acceptance of service of process in the U.K., to satisfy requirements under international bond issues, credit facilities, and other agreements.
• Services to Foreign Companies - Gravitas provides a full service preparing and maintaining the registration of foreign companies with a branch office in the U.K.  This includes the filing of annual accounts and other statutory notices with the Register of Companies.  It also includes the provision of our City of London address for use on business stationery.  We will act as a person authorized to accept services of process in the U.K.