Law Offices of N.D. Galli LLC
Innovative.  Customized.  Efficient.
C orporate,
G overnance &
R egulatory

We work with our clients to help them capitalize on their business opportunities.  Our services include general business legal advice, preparation and negotiation of routine commercial agreements, and support in and advice on structuring and executing on key transactions.  We have a well-developed network of public and private sector professionals and industry organizations and affiliations which we use to monitor industry trends and provide advice to assist our clients in proactively navigating the regulatory environment.

Our corporate services include:
  • Preparation and negotiation of routine legal agreements such as NDAs, MSAs and supplier and vendor agreements.
  • Preparation and negotiation of complex commercial agreements including distribution agreements, strategic partnerships, intellectual property rights, SaaS and cloud services and solutions.
  • Preparation of employment agreements, standard terms and conditions of employment and employee handbooks.
  • General advisory services for a wide range of employment related matters including disciplinary issues as well as conducting workplace harassment and discrimination training.
  • Conducting investigations including complaints and ethics issues reported via a Company hotline.
  • Advise and design compliance programs including corporate, operational and regulatory compliance focusing on cybersecurity, information security, data privacy and anti-bribery and anti-corruption regulations.

Governance

Providing advice that is timely and accurate is the key to ensuring a successful corporate governance program. Our advisory work is proactive; we communicate regularly, sharing information on best practices, trends, and potential and pending legislation. We assist in the design and implementation of comprehensive compliance and ethics programs in order to reduce risk and exposure to potential legal problems.

Our corporate governance services include:

  • Creation and implementation of comprehensive governance and compliance programs.
  • Annual Board and Committee compliance review.
  • Committee Charter mapping to ensure satisfaction of all listing and regulatory agency requirements.
  • Preparation and/or review of Corporate Code of Conduct.
  • Board and Employee Code of Conduct Training.

Strategic Transactions

We represent clients as buyer or seller in mergers and acquisitions, joint ventures, strategic partnerships and other major transactions.  Our advisory services start from the initial deal evaluation, and proceed through diligence, negotiation of transaction documents, closing and successful execution of post-merger integration.  Our transactional services include:

  • Negotiation of deal terms.
  • Preparation and negotiation of Memorandums of Understanding and Letters of Intent.
  • Due Diligence.
  • Negotiation and drafting of transaction documents.
  • Negotiation of Strategic Partnership Agreements.

Securities Compliance & Advice  

Advising publicly traded companies requires a keen an understanding of securities laws and stock exchange rules as well as the business, financial and operational issues that are most pressing to our clients. We assist our publicly traded clients by ensuing they are aware of and prepared to comply with all SEC disclosure requirements, any new rules and listing requirements applicable to them and best practices and trends in corporate disclosure.  Our securities compliance services include:

  • Preparation, review and commenting on SEC filings, including 10-Qs, 10-Ks, 8-Ks, Forms 3,4 and 5 and Proxy Statements.
  • Drafting and/or review of press releases and other materials to ensure compliance with Regulation FD and/or other securities laws.
  • Preparation and implementation of insider trading policies and training programs.