Kalbian Hagerty LLP provides a full range of advice and legal services on corporate governance and related matters, including advising clients on the governance and compliance matters engendered by the Sarbanes-Oxley Act of 2002, as amended.
We assist our clients with matters such as business planning and organization, contract negotiation, corporate finance, mergers and acquisitions, venture capital transactions, secured transactions, international business issues, real estate matters, lease negotiations, work-outs and regulatory compliance.
Kalbian Hagerty also counsels clients on compliance with applicable federal and state securities rules and regulations as well as applicable market and exchange rules, procedures and policies.
Corporate governance matters for which Kalbian Hagerty, LLP provides advice include:
- “Best practices” for boards, committees, individual directors and officers
- CEO/CFO certifications
- Compliance with legal and ethical requirements, including rules relating to attorneys who represent companies before the SEC
- Composition and procedures of boards of directors and committees, including the enhanced role of audit committees
- Development of board committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures
- Director and officer fiduciary duties and responsibilities
- Executive compensation
- Foreign Corrupt Practices Act
- Self-evaluation systems
- The board’s oversight function
- The Sarbanes-Oxley Act of 2002, as amended, disclosure requirements
Securities & Law
Kalbian Hagerty LLP has a broad securities and corporate finance practice. Our attorneys advise and represent clients in securities transactions, compliance matters, enforcement proceedings, civil litigation and the rulemaking processes before both federal and state regulatory agencies.
We assist both issuers and underwriters with venture capital and offerings of both equity and debt securities, including private placements pursuant to Regulation D, Rule 144A, Regulation S and state Blue Sky laws.
Our focus is not on just the immediate transaction, but on our clients’ success over the long term. The Firm’s securities attorneys provide compliance counseling with respect to:
- Insider trading prohibitions & proxy solicitation rules
- Investment companies & investment advisors
- Officers and major shareholders
- Registration and reporting obligations of public companies
- Reporting and short-swing profit obligations of directors