Corporate Governance

Corporate governance is about the mechanisms, processes and relations by which corporations are managed and controlled. Sound governance structures, including the carefully delineated rules and procedures, help define the rights and responsibilities among shareholders, board of directors, officers, and other participants in a corporation, and help enhance the business efficiency of the corporation. KeyBridge™ advises all aspects of a corporation throughout its lifecycle – from formation through disposition, and every stage in between. We advise board of directors and senior management on a variety of issues related to corporate governance, including:

• Elections and removal of directors

• Risk/crisis management

• Takeover contest and defense

• Shareholder influence and engagement

• Best practices

• Minority shareholder rights

• Fiduciary duties

• Board structure and composition

• Executive and board compensation

• Conflict of interest policies

Commercial Transactions

We are well versed with the laws and regulations related to commercial transactions under most contexts. In the context of product sales, we frequently advise clients under common law and Uniform Commercial Code (UCC) Article 2 and Article 9, including international sales, distributorship, consignment, warranties, output and requirements, and quality control, among others. In addition, we often advise clients on a wide range of commercial matters outside of the sales context, such as software licensing, technical consultation, equipment leasing, hospitality services, logistics, trade-in-tariff, research and development, sourcing, joint venture, OEM manufacturing, strategic alliance, government contracts, among others.

Mergers & Acquisitions

M&A deals are significant events in the life of a business and demand high-level experiences to evaluate, structure and implement. We are experienced in negotiating and closing M&A deals, guiding clients through each step of the transactions and handling a variety of issues such as regulatory clearance (e.g., CFIUS) and compliance, antitrust, tax, securities, employment, and intellectual property, among others. We recognize that every M&A deal is unique and, therefore, we execute each deal based on our customized project management plans. The types of M&A deals in which we represent cover the full spectrum of negotiated and contested situations, including stock sales and purchases, asset sales and purchases, due diligence, spin-offs/split-offs, tender offers, leveraged buyouts, and private equity, among others.

Cross-Borders Investment

We have significant experiences in representing U.S.-based corporations doing business in foreign countries and foreign corporations doing business in the U.S. The clients that we have counseled in their cross-border investment projects represent a wide variety of industries and sectors, such as petrochemical, pharmaceutical, food, manufacturing, metal production, software, renewable energy, construction materials, and wastewater treatment, among others. We have represented some of the largest foreign investment projects in the U.S. We also maintain close relationships with leading law firms strategically located in key markets out of the U.S., particularly in Asia. Through such relationships, we have quick access to attorneys familiar with the laws of the many countries and states in which our clients do business.

We assist with negotiating state and local economic incentives for international corporate clients that are looking at establishing a new facility or expanding an existing plant in the U.S. These incentives may include monetary grants, tax credits/exemptions/refunds, infrastructure financing, low-interest loans, job skill trainings and other types of workforce development programs. Our services also include site selection, real estate acquisition and/or leasing, construction, permitting and finance-related matters.

Commercial Litigation

KeyBridge™ has experience in assisting clients to protect and defend their interests in complex commercial litigation matters. Through our network of co-counsels, we can coordinate and handle clients’ complex commercial litigation matters across the nation. We develop and provide pragmatic legal, trial and resolution options to clients at each stage of litigation. We always make sure our clients are well informed with our strategies and each step of movement, thus maintaining total control over the process.

Workforce Management

KeyBridge™ understands that human resources are the single most important asset for most businesses. We counsel corporate clients on various aspects of workforce management, such as employment screening, employment agreement negotiation and drafting, human resources policies and procedures, occupational safety and health compliance, day-to-day preventive advice, employment best practices and dispute resolutions.

In the global business context, it is critical that businesses are able to recruit and retain the best talents even they are physically located outside the U.S. Workforce mobility across the country border is an important factor to the success of many multi-national businesses. We provide employment and business-based immigration counseling and legal services, including nonimmigrant visas such as intercompany transferee executives or managers (L visas), and certain employment-based immigrant visas.

Intellectual Property

Intellectual property (IP) is a business asset and, more importantly, a critical business advantage. For large companies, it is IP that makes their products and services more unique and favorable in the competitive marketplaces. For small and start-up companies, IP can be the backbone of the businesses—the validity and strength of their IP may have a direct impact to their capability to receive investment capital and to accelerate business growth for the years to come. We stand ready to respond to clients’ demand for solid IP solutions. Our attorneys We have extensive experience in advising clients on a variety of IP matters, including:

• Patent Counseling

• Copyright

• Trade Secret

• Unfair Competition

• Internet Domain

• Trademark prosecution

• Licensing and transfer

• Branding strategies

• IP portfolio management

• IP protection and defense

Real Estate

KeyBridge™ assists clients with multiple facets of commercial real estate projects, representing property owners, developers, landlords, tenants, financial institutions and facility management companies. We are well versed with traditional common law and practices, and also keep updated with the latest trends of commercial real estate development and operation in a few key markets. Our experiences include:

• Syndication

• Multi-families and affordable housing

• Land use - zoning, easement and servitudes

• Construction

• Distressed assets

• Real estate investment

• Leasing and management

• Retail and mixed-use

Technology Startup

At KeyBridge™, we understand the unique legal challenges facing technology startups. With a deep understanding of the tech industry and a track record of success, we are your trusted partner in navigating the complexities of the digital landscape. Our expertise in multi-disciplinary laws, such as corporate, intellectual property and evolving regulations, and our relationships with the technology and venture capital industries, enable us to speak with our clients in the same language and to provide them with practical legal and business solutions tailored to your specific needs, ensuring that your innovative ideas are protected and your business thrives.