KLG has extensive experience representing individuals and businesses on commercial and corporate matters, including on General Corporate Matters, Corporate Financing and Securities Matters, SEC Reporting and Disclosure Requirements, Mergers and Acquisitions, Corporate Governance, China Practice Matters. KLG also has relationships with other law firms attorneys and consultants that have specialized or local expertise when necessary to provide seamless, cost-effective solutions for our clients. Our legal and business experience gives us a unique understanding of the special needs of initial start-up companies and ventures, as well as development stage, emerging growth, and small cap public companies.
Mr. Kline's corporate and securities representations include the following recent matters:
- China-based steel manufacturing company, in connection with its merger transaction and concurrent PIPE financing, and with its up-listing to the NASDAQ Capital Market
- biopharmaceutical company, in connection with its PIPE financing and Debt Offerings, and with its up-listing to the NASDAQ Global Select Market
- China-based information technology company, in connection with its merger transaction, PIPE financings and Registered Direct offerings, and with its move from the OTCBB to the NASDAQ Global Select Market
- technology company, in connection with its up-listing to the NYSE, its Public Offerings and its subsequent going private transaction via a tender offering
- China-based foreign-private issuer and provider of a high speed rail automation systems, following its merger transaction with a US SPAC, in connection with its up-listing to the NASDAQ Global Select Market
- global energy company involved in the exploration, development and operation of oil properties in Africa, in connection with its Registered Direct Offerings
- US domiciled company with operations in Hong Kong, in connection with its tax-exempt restructuring and reorganization to Hong Kong
- multiple APO transactions for US and International operating entities and listings on the OTC Pink and OTCQB tiers.
- US based skin care company in connection with private offerings, IPO and Nasdaq Capital Market listing.
General Corporate Matters
KLG advises individuals and businesses in the incorporation, transformation, dissolution and liquidation of all forms of corporations and partnerships. We counsel corporate clients on the day to day handling of a broad range of legal and business matters relating to the structure, governance and internal operations of their business, including working with them to engage in cost-effective ways of reviewing existing business and helping to proactively identify problems and offer affordable solutions. We also counsel clients on the establishment of subsidiaries and representative offices in China. KLG provides insight and counseling on a range of general corporate. KLG has extensive experience representing individuals and businesses in the incorporation, transformation, dissolution and liquidation of all forms of corporations and partnerships.
We counsel corporate clients on the day to day handling of a broad range of legal and business matters relating to the structure, governance and internal operations of their business, including working with them to engage in cost-effective ways of reviewing existing business and helping to proactively identify problems and offer affordable solutions. We also counsel clients on the establishment of subsidiaries and representative offices in China. KLG provides insight and counseling on a range of general corporate and compliance matters for public and private companies, including:
- Entity and subsidiary formation and constituent documentation
- Board and shareholder authorizations
- Subscription and stockholder/member/partner agreements
- Business planning and presentation
- Business and commercial contract forms, analysis and amendments
- Confidentiality, licensing and trade secret agreements
- Employment and non-competition agreements
- Equity incentive plans and executive compensation programs
- Reorganization, dissolution and liquidation
Finance and Securities
KLG represents issuers, investment bankers, and private equity investors, in public and private offerings of equity, debt, and asset-backed securities, including initial public offerings, primary and secondary follow-on offerings, registered direct offerings, exchange and rights offerings, and tender offers. We also handle private equity investments in public and private companies, including PIPE transactions, where we negotiate the terms of the transaction and counsel clients on the related registration of the underlying securities, and on state and federal regulatory considerations. KLG has particular experience in securities law compliance, including SEC registrations, securities disclosure requirements applicable to accelerated filers and small reporting companies, Regulation D offerings, stock exchange listings, state securities or blue-sky laws, broker/dealer issues, and Sarbanes-Oxley and Dodd Frank Act compliance.
SEC Reporting and Disclosure
KLG assists issuers with their ongoing public reporting and disclosure obligations under the Securities Exchange Act of 1934 and applicable stock exchange rules. We counsel public companies in fulfilling their reporting and disclosure responsibilities under the federal securities or blue-sky laws, including communications with the SEC, FINRA and the stock exchanges and quotation systems and the following matters:
- SEC disclosure requirements and periodic filings
- Sarbanes-Oxley compliance
- Corporate governance and fiduciary matters
- Annual and Special Shareholder Meetings
- Information Statements and Proxy Solicitations
- Stock exchange listings and secondary listings and OTC quotations
- Special Committees and Internal Investigations
- Development and documentation of policies and procedures for future compliance
- Registration and De-registration from SEC reporting company status
We have a thorough understanding of the regulatory framework, including the SEC’s rapidly changing reporting requirements, Sarbanes-Oxley compliance and the listing standards of the stock exchanges, and keep pace with the demands of increasingly active investors. In addition to helping clients comply with their Exchange Act periodic reporting obligations, we are experienced in helping public companies manage disclosure of difficult matters, such as stock exchange notices, restatements, internal and SEC investigations and adverse business developments. DBS also has experience in preparing proxy materials and handling annual or special meetings of stockholders, including the handling of disgruntled stockholders. We routinely handle matters affecting continued listing or de-listing on a variety of securities exchanges, and advise companies on how best to maintain the continued listing of their stock. Mergers
Mergers And Acquisitions
KLG counsels acquirers, targets, investment bankers and equity investors on the purchase, sale and combination of public and privately owned business entities. We also have extensive experience handling cross-border transactions, including corporate reorganizations and restructuring, joint ventures and secured-financings, going-private transactions, and spin-offs of company divisions. We work on all transaction phases, including responding to acquisition offers, structuring acquisitions, arranging public and private funding of the transaction, advising boards on fiduciary duties, and preparing applicable federal and state regulatory filings.
KLG assists boards of directors, board committees and individual directors in the planning and implementation of corporate goals in accordance with applicable state and federal laws, fiduciary duty obligations and best practices. We also assist public companies and their audit or special committees on internal and external investigations related to Sarbanes-Oxley compliance and other internal control matters, and in connection with management buyouts and privatization transactions. DBS advises clients on a broad range of corporate governance and compliance matters, including:
- Fiduciary duties, conflicts of interest and liability
- Sarbanes-Oxley Act of 2002 and internal controls over financial reporting
- Board committees requirements and responsibilities
- Special committees and internal investigations
- Executive compensation and option granting practices
- Codes of business conduct and ethics Stockholders’ rights plans
- Directors and officers indemnification and insurance
- Custom management training programs
KLG provides a broad range of opinions addressing matters of Federal Securities Law. We provide opinions to publicly traded companies (issuing companies) and their stockholders. We are familiar with most broker dealers that work with holders of OTC traded stock, and we issue the following types of opinions:
- Rule 144 opinions, for the removal of restrictive legends from certificates for common stock and restrictive notations from book-entry common stock. These opinions are often called “tradability opinions”.
- Section 4(a)(1) opinions when Rule 144 opinions are not available (principally for non-reporting, previous “shell companies“) and the stockholders and the issuing companies satisfy certain conditions.
- Both of the referenced opinion types when the securities have been sold by the issuing companies in reliance on Regulation S for sales outside of the U.S. to non-“US persons”.
- Rule 144(i)(2) and Rule 405 opinions regarding the current and previous shell company status of a publicly traded company.
- Exhibit 5 opinions required for registration of securities on Form S-1, S-3, S-4, S-8, S-11 and the equivalent forms for Foreign Private Issuers.
- Opinions to the OTC Disclosure and News Service for annual information and disclosure statements published at www.otcmarkets.com.
KLG offers a full range of integrated services to Chinese clients in the U.S., including on corporate, securities and business immigration matters. We are able to fully support Chinese companies in establishing U.S. operations, from inception to their entry into U.S. capital markets and beyond. We also have the ability to connect them to legal services in Europe, Asia and Africa through our relationships with local counsel and consultants abroad. Through our SEC reporting and disclosure practice, we provide ongoing guidance to Chinese public companies regarding their disclosure and public reporting obligations under U.S. federal and state securities laws and stock exchange regulations. We also counsel Chinese clients on capital markets transactions, including follow-on offerings, registered direct offerings PIPEs, and private equity investments. DBS provides counseling to Chinese clients on a range of matters, including:
- Mergers, acquisitions and offshore reorganizations
- Corporate financing
- SEC reporting and disclosure obligations (including periodic reports, proxy filings and beneficial ownership filings)
- Primary and secondary stock exchanges listings and OTC quotation Rule 144 dispositions and legend removal
- Privatization and de-registration or “going dark” transactions
- EB-5 Investments and business visas