International Business Law
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KLM&R attorneys assisted an oil and gas exploration firm
with significant holdings in Eastern Europe in customizing a number of corporate
governance measures designed to maximize stockholder value. The client was concerned that
it might be an attractive take over target because the value of its potentially large oil
and gas reserves were not fully reflected in Nasdaq National Market trading prices for its
common stock.
KLM&R prepared the necessary operative documents, drafted the proxy statement required to submit certain of the measures for stockholder approval, and implemented the measures following shareholder approval of all of the proposals.
KLM&R represented an oil and gas exploration company in a successful underwritten public offering of common stock for which a NYSE member firm acted as manager. Special disclosure issues resulted from the concentration of proposed activities in an Eastern European country with an emerging capitalistic economy, new regulatory and taxation regime, evolving governmental institutions and infrastructure, and political uncertainties.
KLM&R assisted a privately-held U.S. company establish and increase its equity ownership of a publicly-held Canadian corporation with mineral holdings and then assume control, notwithstanding the resistance of incumbent management. Thereafter, the two companies were combined.
KLM&R structured the tax-free, cross-border acquisition and related spin-off of a passive income royalty stream into a trust of which the stockholders of the private domestic U.S. company were the beneficiaries. Stockholder approval of the transaction required the involvement of KLM&R attorneys in the preparation of a joint proxy statement and registration statement for both corporate constituents, the coordination of review by the SEC and corresponding Canadian authorities, and assistance in the proxy solicitation effort.
KLM&R prepared the necessary operative documents, drafted the proxy statement required to submit certain of the measures for stockholder approval, and implemented the measures following shareholder approval of all of the proposals.
KLM&R represented an oil and gas exploration company in a successful underwritten public offering of common stock for which a NYSE member firm acted as manager. Special disclosure issues resulted from the concentration of proposed activities in an Eastern European country with an emerging capitalistic economy, new regulatory and taxation regime, evolving governmental institutions and infrastructure, and political uncertainties.
KLM&R assisted a privately-held U.S. company establish and increase its equity ownership of a publicly-held Canadian corporation with mineral holdings and then assume control, notwithstanding the resistance of incumbent management. Thereafter, the two companies were combined.
KLM&R structured the tax-free, cross-border acquisition and related spin-off of a passive income royalty stream into a trust of which the stockholders of the private domestic U.S. company were the beneficiaries. Stockholder approval of the transaction required the involvement of KLM&R attorneys in the preparation of a joint proxy statement and registration statement for both corporate constituents, the coordination of review by the SEC and corresponding Canadian authorities, and assistance in the proxy solicitation effort.