The International practice area has extensive experience in planning, structuring and implementing various international business transactions. Our attorneys 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 analyze and use optimal structures 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 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 provide assistance in carrying out all aspects necessary to establish an overseas presence. This necessitates working closely with 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.
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 area 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 clients comply with trading regulations, clients are represented when potential problems or violations arise. The International practice area also assists with issues concerning export controls and compliance.
Attorneys in the International practice area assist 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.
International Financial Transactions
Inevitably every client engaged in overseas transactions will encounter issues involving cross-border banking and securities. Our attorneys provide assistance to 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 the International practice area 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 assist clients in acquiring foreign intellectual property rights, licensing intellectual property rights to a foreign entity, and developing intellectual property with a foreign concern. International attorneys assist with the overseas registration of patents and trademarks (under TRIPS and pursuant to local laws) along with licensing arrangements. Other aspects of the practice entail protecting intellectual property from infringement through various trade actions, and with navigating U.S. export controls related to the transfer of intellectual property overseas or to foreign nationals.
The globalization of companies inevitably leads to certain challenges and legal issues that specifically affect a global workforce. The International practice area offers critical legal advice about the structuring and management of global workforces with the assistance of the Employment and Labor Group. Relationships and draft agreements are evaluated (such as ex-patriot, employment, termination, independent contractor, confidentiality and termination) to properly reflect the relationship between employer and employee. International attorneys 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. In addition, attorneys work to help the client integrate domestic and foreign policies when creating employee handbooks. Additional areas of the 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.
The International practice area, along with attorneys in the Tax practice area, assists 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 area, along with the Financial Services practice, assists creditors in ascertaining the nature and scope of their available rights and remedies. The group also advises clients in pre-bankruptcy planning to circumvent or otherwise avoid the inevitable pitfalls encountered when dealing with cross-border debts.