At critical times, companies often need a full array of corporate legal capabilities in their law firm. K&L Gates lawyers are experienced in serving clients’ corporate legal needs, from general business planning to highly specialized and urgent matters.
Our business lawyers advise individuals and companies ranging from technology start-ups to large multinational enterprises. We serve as general or special legal advisors to many public and privately-held companies, as well as to partnerships, formal and informal strategic alliances and joint ventures. Depending on the need, our services may involve primary responsibility for all material legal matters confronted by an entity – effectively acting as the outside general counsel – or a limited engagement undertaken at the request of the board of directors or in-house counsel.
In providing a full range of corporate services, we focus on working with clients to address issues and achieve their objectives efficiently, effectively and in a timely manner. We pride ourselves on sharing our business clients' bottom-line approach to problem-solving. Our subject matter experience includes corporate governance, mergers and acquisitions, transactions and all of the ancillary practice capabilities including finance, real estate, bankruptcy and restructuring, securities , private equity and venture capital.
Full Range of Corporate Services
K&L Gates advises publicly-traded corporations and their boards, independent directors, board committees and management on a wide range of corporate governance issues. In the U.S., traditional client concerns for achieving sound corporate governance have been magnified by the Sarbanes-Oxley Act, the corporate governance rules of the NYSE and NASDAQ, and the other regulatory initiatives taken in response to the failure of a number of major U.S. corporations and deficiencies noted by regulators across the corporate landscape. In the U.K., fully-listed and AIM listed clients are subject to various standards relating to corporate governance. The Combined Code applies to fully-listed companies and is best practice for those listed on AIM. In addition, the Turnbull guidance on internal controls, the Smith guidance on audit committees and the Higgs guidance on best practices may be consulted, depending on the circumstances.
Our advice is sought in connection with numerous issues, including:
- Director qualification standards, including the expanded emphasis on director independence and audit committee qualifications;
- Composition and scope of key independent board committees – audit, nominating/corporate governance and compensation;
- Audit committee responsibilities, including auditor independence analyses;
- Disclosure controls and procedures;
- Development of corporate governance principles, as well as committee charters;
- Development of codes of conduct, including insider trading policies and corporate compliance programs;
- Development of document retention policies;
- Policies and procedures for meetings of non-management directors;
- Executive compensation issues and disclosure;
- Whistleblower policies; and
- Timing and reporting of stock sales and purchases, and Rle 10b5-1 trading plans.
Corporate Governance Reviews. 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 compliance and to benchmark their programs. We assist our clients in designing policies and procedures to promote corporate governance compliance and in evaluating the client’s implementation of those policies and procedures. A planned, proactive approach to corporate governance and compliance is an effective way to help manage the risks of being public.
Corporate Examinations and Investigations. 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.
Please visit our Web site for more information on our Securities Practice, our treatise on Sarbanes-Oxley Planning and Compliance , and for more information on our Securities Enforcement Practice.
Preparation of Corporate Governance Codes, Charters, Policies and Procedures. K&L Gates is positioned to assist its international 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 that do not create unreasonable expectations.
Alternative Investments Market - An International Market for Smaller Growing Companies
K&L Gates has the most AIM clients of any U.S. law firm, with 27 listed clients as of October 2006. Additionally, we have advised on over 40 AIM IPOs since 2004. The firm’s corporate finance lawyers regularly advise on IPOs, placings, reverse takeovers, and other AIM-related transactions across multiple industries including technology and communications; natural resources; financial services, leisure and entertainment; real estate and construction; retail; support services; healthcare and life sciences; and betting and gaming.
K&L Gates lawyers have also assisted the London Stock Exchange in the establishment of the new rules and guidance relating to the new AIM Regulation S electronic trading mechanism (SIS).
To read more about our AIM capabilities, please see Our Guide to AIM.
Company Secretarial Support for U.K. Incorporated Companies
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 U.K. through the firm's in-house nominee company – Gravitas Nominees Limited.
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.