As a full-service global law firm, K&L Gates has the experience and resources necessary to consistently provide the high-quality level of representation demanded by public companies on issues involving corporate and securities law.  Our corporate/securities lawyers advise clients on securities issues specific to public companies and frequently assist with preparing and filing registration statements, proxy statements, quarterly and annual reports and other SEC filings. 

K&L Gates regularly represents issuers, investment banks, placement agents, investors and investment groups in a wide range of transactional, compliance, and regulatory securities matters. In addition to serving as company counsel, we provide experienced representation as underwriters’ counsel in public offerings and other transactions.

Public Offerings
We represent many public companies and companies seeking public financing in either initial public offerings (IPOs) or subsequent offerings, including equities, debt instruments and hybrid securities. Our issuer engagements include all aspects of corporate and business planning and structuring and restructuring, preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications on NYSE and NASDAQ in the U.S., the exchanges in Asia and AIM, PLUS Stock Exchange and Full List in the U.K., and related transactional aspects of the offerings.

K&L Gates partners have decades of experience representing underwriters and other financial services institutions in public offerings.

Some additional highlights:

• In 2009, K&L Gates was ranked 6th by The PIPEs Report as issuer’s counsel based on number of placements.
  
  
• Our firm was ranked 7th by The PIPEs Report as placement agent’s counsel based on number of placements advised in 2009.
  
  
• K&L Gates received a #7 ranking in both U.S. Equity Offerings Issuer Advisors (IPO) and Equity Linked Issuer Advisors by Bloomberg Americas, 2009.
  
  
• Our lawyers have handled over 100 public equity and debt offerings over the last three years.
  
  
• We served as counsel for the Microsoft Corporation self-tender, the largest self-tender in history.
  
  
• The firm’s Taipei office acted as general counsel to the first foreign company to have its shares traded on the Taiwan Emerging Stock Market.
  
  
• Our London AIM practice has advised on a number of “firsts” including:
  
  
  • the first Japanese company to come to AIM;
    
    
  • the first spin-out of a business from a NASDAQ parent company onto AIM; and, 
    
    
  • the first U.S.-based “Inc” to list directly on the Official List of the LSE.

Private Offerings and Resales
K&L Gates has an established reputation and an active practice in private securities offerings and corporate restructurings.   In the U.S., this includes Regulation D offerings and private financing transactions, angel and venture capital financing rounds, and Rule 144A and PIPE transactions that often involve complex resale and trading issues concerning the issued securities.  In connection with U.S. corporate restructurings, we are regularly called upon for our special advice regarding exemptions from state and federal securities registration laws and related regulatory matters. 

Securities Compliance and Regulatory Matters
For public company clients, our lawyers advise on a continuing basis about disclosure, corporate governance and both routine and complex regulatory and compliance issues.

In the U.S. we assist in the preparation of periodic SEC reports as well as filings triggered by special circumstances and extraordinary transactions. These include insider transactions (including Section 16), option and other equity-based compensation plans, spin-offs, going private transactions, tender offers, proxy contests, corporate restructurings, change in control and other transactional (M&A) events.

In the U.K. we help companies to understand the ever-changing rules and guidelines on corporate governance issues.  We also advise companies authorized by the Financial Services Authority (FSA) on regulatory filing and reporting requirements.

K&L Gates has assisted U.S. issuers in adapting to recent SEC initiatives, and similar initiatives by the NYSE and NASDAQ, regarding changes in reporting and corporate governance pursuant to the Sarbanes-Oxley Act; relationships with investors and securities analysts (Regulation FD and analyst conflicts); the makeup, responsibilities, and functioning of mandated and recommended audit and other Board-level committees (under NYSE and NASDAQ provisions); advice concerning and obtaining no-action letters and providing opinions on novel structures, techniques, financing products, and disclosure obligations under the federal securities laws; and a variety of SEC accounting initiatives, including auditor independence.  In addition, we represent issuers, industry coalitions and professional organizations and other interested parties in SEC rulemaking and legislative initiatives on an ongoing basis.  In 2003, K&L Gates' treatise Sarbanes-Oxley Planning and Compliance was published by Thomson Publishing Group and is updated annually.

K&L Gates lawyers regularly consult with companies, investment banks, and other counsel regarding regulatory developments and problems, innovative financing structures and novel disclosure and compliance concerns, as well as regarding SEC staff no-action letters and interpretive positions.

Securities Enforcement
K&L Gates’ securities enforcement is one of the practices in which the firm is particularly well-known.   The firm's lawyers have many years of experience representing organizations and individuals who have become subjects of investigations or enforcement proceedings by regulators.

Investment Management
K&L Gates has a reputation in the U.S. as a leading firm for the investment management industry and, with our London office, provides advice to U.S.- and UK-based investment managers and advisors.  Over the last three years, our investment management group has provided representation to investment advisers, distributors, funds, or other affiliates of most of the 50 largest U.S. fund complexes.

Private Equity
K&L Gates represents a full range of domestic and foreign funds in all aspects of their organization, funding, operations and extraordinary transactions.  Our clients include hedge funds, venture funds, private equity funds (including leveraged buyout funds and distressed securities funds), offshore mutual funds, domestic and offshore equity and debt funds, arbitrage funds, real estate funds, and various other private funds.  We work with hedge fund, venture fund and other private fund sponsors, advisors, distributors, key investors and similar participants, as well as custodians, administrators, prime brokers and other private fund service providers.  K&L Gates was listed among the "Most Active Law Firms" for private equity transactions, both by number of deals and number of funds, in the 2010 Dow Jones Private Equity Analyst.

Global Capital Markets and Asset Securitization
K&L Gates maintains an active cross-border asset securitization practice, including the representation of clients in U.S. and non-U.S. transactions involving the securitization of assets, such as traditional inventory, equipment lease receivables, residential and commercial mortgage loans, credit card receivables, consumer loans, corporate loans, project finance debt, trade receivables, collateralized bond obligations and nonperforming assets, particularly real estate tax liens.

Broker-Dealer
K&L Gates regularly provides comprehensive legal services to a broad range of entities either solely engaged in broker-dealer activity or engaged in this activity in connection with their overall financial service activities.   The lawyers in the Broker-Dealer group include former senior SEC and NASD (now FINRA) officials, two former state securities commissioners, and practitioners who have worked in-house at well-known securities firms.

Derivatives, Structured Products and Futures
Our substantial U.S. derivatives practice, part of K&L Gates’ general financial services practice, has three principal components – a derivatives dealer-oriented practice, an investment management practice, and enforcement defense.  We regularly advise both end-users and dealers of derivatives in structuring, negotiating and documenting a full range of over-the-counter (“OTC”) derivatives transactions, including credit, equity, interest rate, currency and commodity derivatives.  We also advise both end-users and dealers in related sales and trading, compliance and other matters.

SEC Alumni and Industry Leaders
A number of K&L Gates U.S. lawyers served in SEC staff positions and hold leadership positions in professional and securities industry organizations, enhancing our ability to provide focused advice on unusual and difficult SEC compliance, policy and regulatory issues.