Global Commercial Transactions

International Business Transactions

The International Practice Group has extensive experience in planning, structuring and implementing various international business transactions. We regularly assist with negotiating and drafting various strategic transactions, contractual joint ventures and consortiums, manufacturing and partnering agreements, license agreements, distribution and representation agreements, software development agreements, maintenance and service agreements, e-commerce contracting, confidentiality agreements, employee invention assignment agreements, consulting agreements, and independent contractor agreements. During the course of this assistance we ensure that the optimal structures are analyzed and utilized to avoid adverse tax consequences (including the unnecessary creation of a permanent establishment), exchange controls and currency risks and risks to intellectual property rights.

Foreign Direct Investment

When our clients desire to create a more significant overseas presence, we advise them on all aspects of selecting and implementing the optimal structures for a foreign direct investment whether through mergers, acquisitions, joint ventures, strategic alliances or the creation of entirely new investments. Once a structure is selected, we help our clients carry out all aspects necessary to establish an overseas presence. This necessitates working closely with our clients to help evaluate and mitigate all the different types of domestic and international risks. The risks involved in decisions to make an initial investment overseas as well as decisions to restructure existing investments include: political risk, currency risk, expatriation of profits, import and export tariffs, taxes, and national and local regulation of operations.

International Compliance

Another important area of practice involves counseling clients about compliance with U.S. laws that regulate international transactions such as the Foreign Corrupt Practices Act (FCPA). The International Practice Group assists U.S. and multinational corporations in meeting their obligations under the FCPA and applicable international anti-corruption conventions, including the OECD Anti-Bribery Convention, the U.N. Convention Against Corruption and the Inter-American Convention Against Corruption. In addition to helping our clients comply with trading regulations, we represent clients when potential problems or violations arise. The International Practice Group also assists with issues concerning export controls and compliance.

International Financial Transactions

Inevitably every client engaged in overseas transactions will encounter issues involving cross-border banking and securities. We assist lenders, manufacturers/sellers or other parties extending financing in an international transaction including guarantees (parent company, private or public) and the availability, structuring and proper drafting of letters of credit, negotiable instruments, documentary collections, counter-trade and receivables financings.  Other areas of our practice include international hedging techniques such as forward exchange contracts and swaps.

Intellectual Property Assistance

Issues involving intellectual property rights (patent, trademark, copyrights and trade secrets) should be considered during the planning process of almost every international transaction.  In conjunction with our Intellectual Property Practice Group we help clients acquire foreign intellectual property rights, license intellectual property rights to a foreign entity, and develop intellectual property with a foreign concern.  We assist with the overseas registration of patents and trademarks (under TRIPS and pursuant to local laws) along with licensing arrangements. Other aspects of our practice entail protecting intellectual property from infringement though various trade actions, and with navigating U.S. export controls related to the transfer of intellectual property overseas or to foreign nationals.

Global Management

The globalization of companies inevitably leads to certain challenges and legal issues that specifically affect a global workforce. The International Practice Group offers critical legal advice about the structuring and management of global workforces with the assistance of the Labor and Employment Group. We evaluate relationships and draft agreements (such as ex-patriot, employment, termination, independent contractor, confidentiality and termination) to properly reflect the relationship between employer and employee. We assist with the implementation of human resources across borders. A basic aspect of this practice area is liaising with local employment experts to make sure that the client is in compliance with and can effectively avail themselves of local laws. We also work to help the client integrate domestic and foreign policies when creating employee handbooks. Other areas of our practice include global employee benefits, compensation and stock options, data privacy and global human resources information systems, global mergers and acquisitions and collective redundancy issues.

International Taxation

The International Practice Group, along with our attorneys in the Tax Practice Group assist clients in the planning and structuring of tax efficient cross border transactions.  We work with clients in matters involving tax treaties, inter-company pricing, Competent Authority, Advance Pricing Agreements, foreign tax credits, sourcing of income, controlled foreign corporations, in-bound and out-bound investments and transfers of property, local taxation, remittances, and permanent establishments.

Cross Border Insolvency, Bankruptcy and Creditors Rights

International creditors’ rights consist of rights and remedies available under the applicable laws to a creditor of one nation in the event a debtor of, or with assets in another nation is unable or unwilling to pay a debt or satisfy the obligation. The International Practice Group, along with the Banking and Financial Services Practice Group assists creditors in ascertaining the nature and scope of their available rights and remedies.  Our group also advises clients in pre-bankruptcy planning to circumvent or otherwise avoid the inevitable pitfalls encountered when dealing with cross-border debts.

International Franchising

The International Practice Group assists franchisors in licensing the right to sell products and/or services and in using the franchisor’s intellectual property, including trade names, trademarks, business know-how, and business systems in exchange for royalties and other fees.  Assistance includes advice on disclosure requirements in foreign jurisdictions, preparation of disclosure documents, development of international franchising agreements and termination issues.

Representative Global Commercial Transaction Matters

• Assisted a client in its first overseas foreign direct investment through the establishment of operations in Canada, Mexico, Puerto Rico and the Dominican Republic.

• Advised a client in financial aspects of dealing with foreign exchange controls affecting operations in France, Poland and Brazil.

• Counseled a client on the disclosure requirements and implementation of real estate franchise services in over 30 countries.

• Assisted a client in the creation of controlled foreign corporation in Bermuda and implementation of deferred income operations based in Bermuda.

• Assisted a client with rights and restructuring of contracts in connection with the Alstom bankruptcy (one of the largest French bankruptcies) and subsequent French government bailout as a potential violation of European Union competition laws.

• Advised a client on the creation, implementation and application of benefits and incentive plans in over 10 countries.

• Counseled a client bondholders on rights in Guangdong International Trust & Investment Corporation (GITIC), China’s largest bankruptcy of a state owned enterprise.

• Assisted clients with in Foregin Corrupt Practices Act (FCPA) investigation regarding to activities of related entity in Brazil and in China.

• Counseled a client about securing rights for listed stock in Malaysia and repatriation of foreign exchange.